Common use of Scope of Liability Clause in Contracts

Scope of Liability. Except as set forth in this Article 9, notwithstanding anything in any Credit Document to the contrary, the Secured Parties shall have no recourse or claims against Holdings, Sponsor or any of their respective Affiliates (other than Borrower), shareholders, officers, directors or employees (collectively, the “Nonrecourse Persons”) with respect to the Obligations and the Secured Parties’ recourse against any Nonrecourse Person shall be limited to the 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 for 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 Documents); provided, that the foregoing provision of this Article 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 any Credit Document (and the same shall 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) limit, reduce, restrict or otherwise affect the right of any Secured Party (or any assignee, beneficiary or successor to any of them) to name 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 any Credit Document, or for injunction or specific performance, so long as no judgment in the nature of a deficiency judgment shall be enforced against any Nonrecourse Person, except as set forth in this Article 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 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 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 of the transactions contemplated by the Operative Documents made by any of the Nonrecourse Persons 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 Holdings’ obligations, covenants, representations and agreements under the Pledge Agreement; nor (e) 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 (ii) any Person rendering a legal opinion pursuant to this Agreement, in each case under this clause (e) 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 9 shall survive Termination.

Scope of Liability. Except as expressly set forth in this Article 98, notwithstanding anything in any this Agreement or the other Credit Document Documents to the contrary, the Secured Parties Banks shall have no recourse or claims with respect to the transactions contemplated by the Operative Documents against Holdings, Sponsor or any of their respective its Affiliates (other than Borrower, the Guarantors and the Non-Guarantors), shareholdersor any of Sponsor's or Sponsor's Affiliates' shareholders (other than Borrower, the Guarantors and the Non-Guarantors), partners (other than Borrower, the Guarantors and the Non-Guarantors), members (other than Borrower, the Guarantors and the Non-Guarantors), officers, agents, managers, directors or employees (collectively, the “"Nonrecourse Persons”) with respect to the Obligations and the Secured Parties’ "). The Banks' recourse against any the Nonrecourse Person Persons shall be limited to the Collateral, Collateral (including the Projects, all Project Revenues, all Loan proceeds, Insurance Proceeds, Eminent Domain Proceeds, and all income or revenues of the foregoing foregoing) as and to the extent provided for 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 Documents); provided, provided that the foregoing provision of this Article 9 8 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 or any other 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) limit, reduce, limit or restrict or otherwise affect the right of Administrative Agent or any Secured Party (or any assignee, beneficiary or successor to any of them) to name 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 Collateral Document or Credit Document, or for injunction or specific performance, so long as no judgment in the nature of a deficiency judgment shall be enforced against any Nonrecourse Person, except as set forth in this Article 98; (c) limit, reduce, in any way limit or restrict or otherwise affect any right or remedy of Administrative Agent or any Secured Party (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, willful misrepresentation (which shall not include innocent or negligent breaches of covenants, willful misrepresentation), common law waste 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 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, representation, or agreement in respect of the transactions contemplated by the Operative Documents made by any of the Nonrecourse Persons 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 Holdings’ obligations, covenants, representations any Subsidiary Guaranty or the Sponsor Guaranty; and agreements under the Pledge Agreement; nor (e) 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 Document, certificate or statement (but subject to any limitation of liability in such Project Document), certificate or statement, or (ii) any Person rendering a legal opinion pursuant to this Agreement, in each case under this clause (e) relating solely to such liability of such Person as may arise under such referenced agreement, instrument certificate or opinionstatement. The Banks shall have full recourse against Borrower, the Guarantors and the Non-Guarantors for all of their respective obligations under the Credit Documents. Notwithstanding anything to the contrary contained in any of the Credit Documents, no employee, officer, authorized representative, or director of any Loan Party (including Ormat Technologies, Sponsor, Borrower, the Guarantors and the Non-Guarantors) shall have any personal liability (as distinct from any corporate, partnership or limited liability company liability that any Loan Party may have under any of the Credit Documents as and to the extent that such liability is a result of such Loan Party being a "Loan Party") arising under or in connection with this Agreement, any other Credit Document or any transaction contemplated hereby or thereby. The limitations on recourse set forth in this Article 9 8 shall survive Terminationthe termination of this Agreement and the indefeasible payment in full in cash and performance in full of the Obligations hereunder and under the other Operative Documents.

Scope of Liability. (a) Except as set forth in this Article 9Section 11.17, notwithstanding anything to the contrary in this Agreement, any other Credit Document to the contraryor any other document, certificate or instrument executed by any Loan Party pursuant hereto or thereto, none of the Secured Parties shall have no recourse any claims with respect to the transactions contemplated hereunder or claims thereunder against the Sponsor, its members or any of its or their respective Affiliates (other than the Borrower and, solely to the extent of the interests of Holdings in the Collateral, Holdings), Sponsor 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 case of any of their respective Affiliates (other than Borrowerthe Loan Parties), shareholders, officers, directors directors, employees, representatives, controlling persons, executives or employees agents (collectively, the “Nonrecourse Non-Recourse Persons”), such claims against such Non-Recourse Persons (including as may arise by operation of law) with respect to the Obligations and the Secured Parties’ recourse against any Nonrecourse Person shall be limited to the 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 being expressly waived hereby; provided for 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 Documents); provided, that the foregoing provision of this Article 9 Section 11.17 shall not in any way (ai) 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 or any other Credit Document (and the same shall continuecontinue (subject to clause (iv) below, but without personal liability to of the Nonrecourse Non-Recourse Persons, ) until fully paid, discharged, observed, or performed; (ii) constitute a waiver, release or discharge of any lien or security interest purported to be created pursuant to the Security Documents (or otherwise relieve impair the ability of any such Person from its obligations under the Credit Documents Secured Party to which it is a party realize or shall preclude, restrict, reduce, foreclose upon any Collateral); (iii) 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) limit, reduce, restrict or otherwise affect the right of any Secured Party (or any assignee, beneficiary or successor to any of them) to name Borrower any Loan 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 Credit Document, or for injunction or specific performance, so long as no judgment in the nature of a deficiency judgment shall be enforced against any Nonrecourse Non-Recourse Person, except as set forth in other provisions of this Article 9Section 11.17; (civ) limit, reduce, in any way limit or 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 Nonrecourse 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, willful misrepresentation actual fraud (which shall not include innocent or negligent misrepresentation), willful misrepresentation, fraudulent conveyance 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 Project or any Yards Creek – Credit Agreement 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 this Agreement or any other Credit Document; or (dv) affect or diminish in any way or constitute a waiver, release or discharge of any specific written obligation, covenant, representation, or agreement in respect of the transactions contemplated by the Operative Documents made by any of the Nonrecourse Non-Recourse Persons (or any security granted by the Nonrecourse Non-Recourse Persons in support of the obligations of such Persons any person) under or in connection with any Collateral Credit Document (or as security for the obligations of BorrowerObligations), including Holdings’ obligations, covenants, representations and agreements under the Pledge Agreement; nor (e) 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 (ii) any Person rendering a legal opinion pursuant to this Agreement, in each case under this clause (e) 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 9 shall survive Termination.

Scope of Liability. Except as set forth otherwise expressly provided in this Article 9Agreement and the other Operative Documents (including the NEG Equity Guaranty, notwithstanding anything in any Credit Document to the contraryother Equity Document, the Secured Parties shall have no recourse or claims against HoldingsNEG EPC Guaranties, Sponsor or any the Millennium O&M Cost Contribution Agreement and the Other NEG Support Documents), each of their respective Affiliates 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 recourse only to the assets of the Credit Parties in enforcing such obligations. Except as otherwise expressly provided in this Agreement and the other Operative Documents, each Non-Company Party hereby acknowledges and agrees that none of the members, partners or shareholders of the Credit Parties, their respective Affiliates and their past, present or future officers, directors, employees, shareholders, officers, directors agents or employees representatives (collectively, the “"Nonrecourse Persons”Parties") with respect shall have any liability to the Obligations and the Secured Parties’ recourse against any Nonrecourse Person shall be limited to the 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 for herein and in the Collateral Documents (which, Non-Company Party for the avoidance of doubt, excludes the payments allowed to any Nonrecourse Person pursuant to the terms payment of any sums now or hereafter owing by the Credit Documents); provided, that Parties under the foregoing provision of this Article 9 shall not in any way (a) constitute a waiver, release 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, obligations of the Credit Parties under this Agreement or provisions the other Operative Documents or of any Credit Document (and the same shall continue, but without personal such claim or liability to the Nonrecourse Persons, until fully paid, discharged, observed, or performed) for any deficiency judgment in respect of such obligation or otherwise relieve any such Person from its obligations under the Credit Documents to which claim or liability or for any deficiency judgment in respect of such obligation or any such claim or liability. The foregoing notwithstanding, it is a party or shall preclude, restrict, reduce, limit or otherwise affect the rights, powers expressly understood 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) limit, reduce, restrict or otherwise affect the right of any Secured Party (or any assignee, beneficiary or successor to any of them) to name 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 any Credit Document, or for injunction or specific performance, so long as no judgment in the nature of a deficiency judgment shall be enforced against any Nonrecourse Person, except as set forth agreed that nothing contained in this Article 9; (c) limit, reduce, restrict or otherwise affect 8 shall be deemed to release any right or remedy of any Secured Nonrecourse Party (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 from liability for its own fraudulent actions with respect toor willful misconduct. The foregoing acknowledgments, any fraud, willful misrepresentation (which agreements and waiver 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 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 of the transactions contemplated by the Operative Documents made be enforceable by any of the Nonrecourse Persons 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 Holdings’ obligations, covenants, representations and agreements under the Pledge Agreement; nor (e) 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 (ii) any Person rendering a legal opinion pursuant to this Agreement, in each case under this clause (e) 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 9 shall survive TerminationParty.

Scope of Liability. Except as set forth in this Article 9, notwithstanding anything in any the Credit Document Agreement or the other Credit Documents to the contrary, the Secured Parties Banks shall have no recourse or claims with respect to the transactions contemplated by the Operative Documents against Holdingsthe Portfolio Entities, Sponsor the Partners, Calpine or any of their respective Affiliates (other than Borrowerthe Portfolio Entities), shareholders, officers, directors or employees (collectively, collectively the “"Nonrecourse Persons”) with respect to the Obligations "), and the Secured Parties’ Banks' recourse against any Nonrecourse Person the Portfolio Entities shall be limited to the Collateral, the Projects, the Turbines and the equipment and assets owned by the Equipment Finance Companies (and all portions thereof and rights or appurtenances thereto), 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 for herein and in the Collateral Documents Documents; provided that (which, for the avoidance of doubt, excludes the payments allowed to any Nonrecourse Person pursuant to the terms of any Credit Documents); provided, that a) the foregoing provision of this Article 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 Security Document or Credit Document (and the same shall continue, continue (but without personal liability to the Nonrecourse Persons, Person or to the Portfolio Entities except as provided herein and therein) 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) limit, reduce, the foregoing provision of this Article 9 shall not limit or restrict or otherwise affect the right of any Secured Party Administrative Agent and/or the Banks (or any assignee, beneficiary or successor to any of them) to name Borrower the 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 Security Document or Credit Document, or for injunction or specific performance, so long as no judgment in the nature of a deficiency judgment shall be enforced against any Nonrecourse Person, and recourse to the Portfolio Entities shall be limited as provided above, except as set forth in this Article 9; , (c) limit, reduce, the foregoing provision of this Article 9 shall not in any way limit or restrict or otherwise affect any right or remedy of any Secured Party Administrative Agent and/or the Banks (or any assignee or beneficiary thereof or successor thereto) with respect to, and each of 110 the Nonrecourse Persons and the Portfolio Entities shall remain fully liable to the extent that it would otherwise be liable for its own actions with respect to, any fraud, willful misrepresentation fraud (which shall not include innocent or negligent misrepresentation), willful 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, Collateral that should or would have been paid as provided herein or paid or delivered to Administrative Agent or any Secured Party 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, representation, or agreement in respect of the transactions contemplated by the Operative Documents any Project or Turbine made by any of the Nonrecourse Persons or any security granted by the Nonrecourse Persons in support of the obligations of such Persons persons under any Collateral Equity Document (or as security for the obligations of Borrower), including Holdings’ obligations, covenants, representations the Portfolio Entities; and agreements under the Pledge Agreement; nor (e) nothing contained herein shall limit the liability of (i) any Person who is a party to any Project Document or Turbine Purchase Contract 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 or Turbine Purchase Contract (but subject to any limitation of liability in such Project DocumentDocument or Turbine Purchase Contract), certificate or statement, or (ii) any Person rendering a legal opinion pursuant to this Agreement, in each case under this clause (e) 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 9 shall survive Terminationthe termination of this Agreement and the full payment and performance of the Obligations hereunder and under the other Operative Documents.

Scope of Liability. Except as set forth Notwithstanding anything to the contrary in this Article 9Agreement, notwithstanding anything in any Credit other Loan Document to the contraryor any other document, certificate or instrument executed by any Person pursuant hereto or thereto, none of the Secured Parties shall have no recourse any claims with respect to the transactions contemplated by the Loan Documents against any present or claims against Holdings, Sponsor future holder (whether direct or indirect) of any Equity Interests of the Loan Parties or any of their respective Affiliates (other than Borrowerthe Loan Parties, in each case as provided in the Collateral Agreement), shareholders, officers, directors directors, members, managers, partners, employees, representatives, controlling persons, executives or employees agents (collectively, the “Nonrecourse Non-Recourse Persons”), such claims against such Non-Recourse Persons (including as may arise by operation of law) with respect to the Obligations and the Secured Parties’ recourse against any Nonrecourse Person shall be limited to the 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 being expressly waived hereby; provided for 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 Documents); provided, that the foregoing provision of this Article 9 Section 9.25 shall not in any way (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 or any Credit other Loan Document (and the same shall continue, continue (but without personal liability to of the Nonrecourse Non-Recourse Persons, ) until fully paid, discharged, observed, 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) limitconstitute a waiver, reduce, restrict release or discharge of any lien or security interest purported to be created pursuant to the Collateral Agreement (or otherwise affect impair the ability of any Secured Party to realize or foreclose 105 upon any Collateral), (c) limit or restrict the right of any Agent or any other Secured Party (or any assignee, beneficiary or successor to any of them) to name Borrower the Loan Parties 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 any Credit Loan Document, or for injunction or specific performance, so long as no judgment in the nature of a deficiency judgment shall be enforced against any Nonrecourse Non-Recourse Person, except as set forth (d) in this Article 9; (c) limit, reduce, any way limit or restrict or otherwise affect any right or remedy of any Agent or any other Secured Party (or any assignee or beneficiary thereof or successor thereto) with respect to, and each of the Nonrecourse 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, 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, any Collateral that should or would have been paid as provided herein or paid or delivered to any Agent or any other Secured Party (or any assignee or beneficiary thereof or successor thereto) towards any payment required under any other Credit Loan Document; , (de) affect or diminish in any way or constitute a waiver, release or discharge of any specific written obligation, covenant, representation, or agreement in respect of the transactions contemplated by the Operative Documents made by any of the Nonrecourse Non-Recourse Persons (or any security granted by the Nonrecourse Non-Recourse Persons in support of the obligations of such Persons any Person) under or in connection with any Collateral Loan Document (or as security for the obligations of BorrowerSecured Obligations), including Holdings’ obligations, covenants, representations and agreements under the Pledge Agreement; nor (e) 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 (iif) in any Person rendering a legal opinion pursuant way limit or restrict any right or remedy of any Agent or any other Secured 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 this Agreementthe extent such Persons issued, in each case under this clause (e) relating solely any letter of credit to such liability of such Person as may arise under such referenced agreement, instrument or opinionsatisfy the Borrowers’ obligations regarding the Debt Service Reserve Account. The limitations on recourse and other provisions set forth in this Article 9 Section 9.25 shall survive Terminationthe payment in full of all Obligations and Secured Obligations and the termination of all Commitments.

Scope of Liability. Except as set forth in this Article 9, notwithstanding anything in any Credit Document to the contrary, the Secured Parties shall have no recourse or claims against Holdings, Sponsor or any The liability of their respective Affiliates (other than Borrower), shareholders, officers, directors or employees (collectively, the “Nonrecourse Persons”) with respect to the Obligations and the Secured Parties’ recourse against any Nonrecourse Person shall be limited to the 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 for 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 Documents); provided, that the foregoing provision of this Article 9 Debtor hereunder shall not be reduced, impaired or affected in any way by reason of (a) constitute a waiverany failure to obtain, release retain or discharge of any of the indebtednesspreserve, or the lack of prior enforcement of, any of rights against any Person or Persons liable for the terms, covenants, conditions, or provisions of any Credit Document Obligations (including Borrower and the same shall continue, but without personal liability to the Nonrecourse Persons, until fully paid, discharged, observed, or performedDebtor) or otherwise relieve in any such Person from its obligations under the Credit Documents to which it is a party or shall precludeproperty, 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) limitthe invalidity, reduce, restrict unenforceability or otherwise affect the right voidability of any Secured Party (Obligations or any assigneeliens or rights in any property pledged by any Person or Persons, beneficiary (c) any delay in making demand upon Borrower or successor any delay in enforcing, or any failure to enforce, any of them) to name rights against Borrower or any other Person as a defendant or Persons liable for any or all of the Obligations or in any action property pledged by any Person or suit for a judicial foreclosure Persons, even if such rights are thereby lost, (d) any failure, neglect or for omission on Secured Party's part to obtain, perfect or continue any lien upon, protect, exercise rights against, or realize on, any property of Borrower, Debtor or any other party securing the exercise Obligations, (e) the existence or nonexistence of any other remedy under defenses which may be available to the Borrower with respect to the Obligations, (f) the granting of any waiver or forbearance at any time and for any period with respect to any Credit Documentperformance by Borrower or any Event(s) of Default under the Loan Agreement, or for injunction or specific performance, so long as no judgment in (g) the nature of a deficiency judgment shall be enforced against any Nonrecourse Person, except as set forth in this Article 9; (c) limit, reduce, restrict or otherwise affect any right or remedy commencement of any Secured Party bankruptcy, reorganization, liquidation, dissolution or receivership proceeding or case filed by or against Borrower or Debtor or (or any assignee or beneficiary thereof or successor theretoh) 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, 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 earningsfact, revenuesevent, rents, issues, profits condition or omission which may give rise to a defense against Secured Party. Secured Party's right to receive payments and 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 Collateral is free and clear of any specific written obligationdeduction, covenantoffset, representationdefense, claim or agreement in respect counterclaim of the transactions contemplated by the Operative Documents made by any of the Nonrecourse Persons 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 Holdings’ obligations, covenants, representations and agreements under the Pledge Agreement; nor (e) 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 (ii) any Person rendering a legal opinion pursuant to this Agreement, in each case under this clause (e) 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 9 shall survive Terminationkind.

Scope of Liability. Except as set forth in this Article 9, notwithstanding Notwithstanding anything to the contrary in any Credit Financing Document to or any other document, certificate or instrument executed by any Loan Party or Pledgor thereto, none of the contraryJoint Lead Arrangers, the Documentation Agents, the Syndication Agents, Secured Parties and their Related Parties shall have no recourse or any claims with respect to the transactions contemplated by the Financing Documents against HoldingsConstruction Pledgor, TE Partnership, Sponsor Partner, Class B Member, the Parents, any present or future holder (whether direct or indirect) of any Equity Interests in Construction Pledgor, TE Partnership, the Sponsor Partner, Class B Member, or the Parents or, in any case, any of their respective Affiliates (other than the Borrower) (except, in each case, to the extent set forth in the Financing Documents to which Construction Pledgor, TE Partnership, the Sponsor Partner, Class B Member, the Parents or any other such holder of Equity Interests is a party), shareholders, members, officers, directors directors, employees, representatives, controlling persons, executives or employees agents (collectively, the “Nonrecourse Non-Recourse Persons”), such claims against such Non-Recourse Persons (including as may arise by operation of law) with respect to the Obligations and the Secured Parties’ recourse against any Nonrecourse Person shall be limited to the 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 being expressly waived hereby; provided for 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 Documents); provided, that the foregoing provision of this Article 9 Section 9.15 shall not in any way (ai) 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 any Credit Document Financing Document, (and the same shall continueii) constitute a waiver, but without personal liability release or discharge of any Lien or security interest purported to be created pursuant to the Nonrecourse Persons, until fully paid, discharged, observed, or performed) Security Documents (or otherwise relieve impair the ability of any such Person from its obligations under the Credit Documents Secured Party to which it is a party realize or shall precludeforeclose upon any Collateral), restrict, reduce, (iii) 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) limit, reduce, restrict or otherwise affect the right of any Secured Party (or any assignee, assignee or beneficiary thereof or successor to any of themthereto) to name Borrower any Loan Party, any 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 any Credit Financing Document, or for injunction or specific performance, so long as no judgment in the nature of a deficiency judgment shall be enforced against any Nonrecourse Non-Recourse Person, except as set forth in this Article 9; Section 9.15, (civ) limit, reduce, in any way limit or 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 Nonrecourse 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, 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, any Collateral that should or would have been paid as provided herein or paid or delivered to any a Secured Party (or any assignee or beneficiary thereof or successor thereto) towards any payment required under any other Credit Financing Document; , (dv) affect or diminish in any way or constitute a waiver, release or discharge of any specific written obligation, covenant, representation, or agreement in respect of the transactions contemplated by the Operative Documents made by any of the Nonrecourse Non-Recourse Persons (or any security granted by the Nonrecourse Non-Recourse Persons in support of the obligations of such Persons any Person) under or in connection with any Collateral Financing Document (or as security for the Obligations) or limit or restrict the right of any Agent or Secured Party to enforce such obligations of Borrower), including Holdings’ obligations, covenants, representations and agreements under the Pledge Agreement; nor against such Non-Recourse Person or (evi) limit the liability of (ix) 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 (iiy) any Person rendering a legal opinion pursuant to this Agreement, in each case under this clause (evi) relating solely to such the liability of such Person as may arise under such referenced agreement, instrument or opinion. The limitations on recourse set forth in this Article 9 Section 9.15 shall survive Terminationthe Termination Date.

Scope of Liability. Except as set forth Notwithstanding anything to the contrary in this Article 9Agreement, notwithstanding anything in any Credit Document to other Operative Document, or any other document, certificate or instrument executed by the contraryBorrower, the Pledgor or the Sponsor pursuant hereto or thereto, none of the Secured Parties shall have no recourse or any claims with respect to the transactions contemplated by the Operative Documents against Holdings, the Sponsor or the Pledgor or any past, present or future holder (whether direct or indirect) of any Equity Interests in the Borrower, the Sponsor or the Pledgor or, in each case, any of their respective Affiliates (other than Borrower), shareholders, officers, directors directors, employees representatives, Controlling persons, executives or employees agents (collectively, the “Nonrecourse Non-Recourse Persons”), such claims against such Non-Recourse Persons (including as may arise by operation of law) with respect to the Obligations and the Secured Parties’ recourse against any Nonrecourse Person shall be limited to the 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 being expressly waived hereby; provided for 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 Documents); provided, that the foregoing provision of this Article 9 Section 9.19 shall not in any way (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 or any other Credit Document (and the same shall continue, continue (but without personal liability to the Nonrecourse Non-Recourse 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) limitconstitute a waiver, reduce, restrict release or discharge of any lien or security interest purported to be created pursuant to the Collateral Documents (or otherwise affect impair the ability of any Secured Party to realize or foreclose upon any Collateral, (c) limit or restrict the right of the Administrative Agent, the Collateral Agent, the Loan Insurer or any other Secured Party (or any assignee, beneficiary or successor to any of them) to name the Borrower 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 Credit Document, or for injunction or specific performance, so long as no judgment in the nature of a deficiency judgment shall be enforced against any Nonrecourse Non-Recourse Person, except as set forth in this Article 9Section 9.19; (cd) limit, reduce, in any way limit or restrict or otherwise affect any right or remedy of the Administrative Agent, the Collateral Agent, the Loan Insurer or any other Secured Party (or any assignee or beneficiary thereof or successor thereto) with respect to, and each of the Nonrecourse 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, willful misrepresentation fraud (which shall not include innocent or negligent misrepresentation), willful misrepresentation, or misappropriation of Project Revenues, Loan proceeds, Insurance Proceeds, Eminent Domain Proceeds Operating Revenues or any other earnings, revenues, rents, issues, 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, the Loan Insurer 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; (de) affect or diminish or constitute a waiver, release or discharge of any specific written obligation, covenant, representation, or agreement in respect of the transactions contemplated by the Operative Documents made by any of the Nonrecourse Non-Recourse Persons (or any security granted by the Nonrecourse Non-Recourse Persons in support of the obligations of such Persons any person) under or in connection with any Collateral Document (or as security for the obligations of the Borrower), including Holdings’ obligationsthe Sponsor Support Agreement, covenants, representations and agreements under or the Pledge AgreementAgreements; nor or (ef) limit the liability of (i) any Person person who is a party to any Project Operative 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 Operative Document (but subject to any limitation of liability liability, if any, in such Project Operative Document), certificate or statement, or (ii) any Person rendering a legal opinion pursuant to this Agreementthe terms of any Credit Document, in each case under this clause (ef) relating solely to such liability of such Person person as may arise under such referenced agreement, instrument or opinion. The limitations on recourse set forth in this Article 9 Section 9.19 shall survive Termination.the termination of this Agreement, the termination of all Commitments and the full payment and performance of the Obligations hereunder and under the other Operative Documents. 158

Scope of Liability. Except as set forth in this Article 9, 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 Operative Documents against HoldingsAZ Biomass, the Sponsor or any of their respective Affiliates (other than BorrowerBorrowers), shareholders, officers, directors or employees (collectively, the “Nonrecourse Persons”) with respect to the Obligations ), and the Secured Parties’ recourse against any Borrowers and the Nonrecourse Person Persons shall be limited to the Collateral, the ProjectsProject, 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 for 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 Documents); provided, that the foregoing provision of this Article 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 any Credit Document (and the same shall 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 such Nonrecourse Person 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 such Nonrecourse Person is a party; (b) limit, reduce, restrict or otherwise affect the right of any Secured Party (or any assignee, beneficiary or successor to any of them) to name Borrower Borrowers or any other Nonrecourse 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 any Credit Document, or for injunction or specific performanceperformance of such Credit Document, so long as no judgment in the nature of a deficiency judgment shall be enforced against any Nonrecourse Person, except as set forth in this Article 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 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 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 of the transactions contemplated by the Operative Documents made by any of the Nonrecourse Persons 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 Holdings’ obligations, covenants, representations Borrowers) or the Sponsor Guaranty; and agreements under the Pledge Agreement; nor (e) 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 (ii) any Person rendering a legal opinion pursuant to this Agreement, in each case under this clause (e) 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 9 shall survive Terminationthe termination of 100 this Agreement, the termination of all Commitments and the Swap Agreements to which any Secured Party is a party and the payment and performance in full of the Obligations.

Scope of Liability. Except as set forth in this Article 9, 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 Operative Documents against Holdings, the Sponsor or any of their respective its Affiliates (other than BorrowerBorrowers), shareholders, officers, directors or employees (collectively, the “"Nonrecourse Persons”) with respect to the Obligations "), and the Secured Parties’ ' recourse against any Borrowers and the Nonrecourse Person Persons shall be limited to the Collateral, the ProjectsProject, 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 for 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 Documents); provided, that the foregoing provision of this Article 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 any Credit Document (and the same shall 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 such Nonrecourse Person 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 's properties to the extent permitted by any Credit Document to which it such Nonrecourse Person is a party; (b) limit, reduce, restrict or otherwise affect the right of any Secured Party (or any assignee, beneficiary or successor to any of them) to name Borrower Borrowers or any other Nonrecourse 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 any Credit Document, or for injunction or specific performanceperformance of such Credit Document, so long as no judgment in the nature of a deficiency judgment shall be enforced against any Nonrecourse Person, except as set forth in this Article 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 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 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 of the transactions contemplated by the Operative Documents made by any of the Nonrecourse Persons 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 Holdings’ obligations, covenants, representations Borrowers) or the Sponsor Guaranty; and agreements under the Pledge Agreement; nor (e) 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 (ii) any Person rendering a legal opinion pursuant to this Agreement, in each case under this clause (e) 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 9 shall survive Terminationthe termination of this Agreement, the termination of all Commitments and the Swap Agreements to which any Secured Party is a party and the payment and performance in full of the Obligations.

Scope of Liability. (a) Except as set forth in this Article 9Section 9.18, notwithstanding anything in any Credit Document to the contrarycontrary 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 Lender Parties shall have no recourse any claims with respect to the transactions contemplated hereunder or claims thereunder against Holdingsthe any of the Company’s Affiliates, Sponsor any present or future holder (whether direct or indirect) of any Capital Stock in the Company (other than the Capital Stock of the Company held by Parent), or, in the case of any of their respective Affiliates (other than Borrowerthe Loan Parties), shareholders, officers, directors directors, employees, representatives, controlling Persons, executives or employees agents (collectively, the “Nonrecourse Non-Recourse Persons”), such claims against such Non-Recourse Persons (including as may arise by operation of law) with respect to the Obligations and the Secured Parties’ recourse against any Nonrecourse Person shall be limited to the 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 being expressly waived hereby; provided for 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 Documents); provided, that the foregoing provision of this Article 9 Section 9.18 shall not in any way (ai) constitute a waiver, release or discharge (or otherwise impair the enforceability) of any of the indebtednessCredit Facility Obligations, or of any of the terms, covenants, conditions, or provisions of this Agreement or any Credit other Loan Document (and the same shall continuecontinue (subject to clause (iv) below, but without personal liability to of the Nonrecourse Non-Recourse Persons, ) until fully paid, discharged, observed, or performed; (ii) constitute a waiver, release or discharge of any lien or security interest created pursuant to any Security Documents (or otherwise relieve impair the ability of any such Person from its obligations under the Credit Documents Secured Party to which it is a party realize or shall preclude, restrict, reduce, foreclose upon any Collateral); (iii) 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) limit, reduce, restrict or otherwise affect the right of any Secured Agent or Lender Party (or any assignee, beneficiary or successor to any of them) to name Borrower or any other Person Loan 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 Credit other Loan Document, or for injunction or specific performance, so long as no judgment in the nature of a deficiency judgment shall be enforced against any Nonrecourse Non-Recourse Person, except as set forth in other provisions of this Article 9Section 9.18; (civ) limit, reduce, in any way limit or restrict or otherwise affect any right or remedy of any Secured Agent or Lender Party (or any assignee or beneficiary thereof or successor thereto) with respect to, and each of the Nonrecourse 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, willful misrepresentation actual fraud (which shall not include innocent or negligent misrepresentation), willful misrepresentation, fraudulent conveyance 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 Collateralany Collateral under any Security Documents, that should or would have been paid as provided herein or paid or delivered to any Secured Agent or Lender Party (or any assignee or beneficiary thereof or successor thereto) towards any payment required under this Agreement or any other Credit Loan Document; or (dv) affect or diminish in any way or constitute a waiver, release or discharge of any specific written express obligation, covenant, representation, or agreement in respect of the transactions contemplated by the Operative Documents made by any of the Nonrecourse Non-Recourse Persons (or any security granted by the Nonrecourse Non-Recourse Persons in support of the obligations of such Persons any person) under or in connection with any Collateral Loan Document (or as security for the obligations of BorrowerCredit Facility Obligations), including Holdings’ obligations, covenants, representations and agreements under the Pledge Agreement; nor (e) 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 (ii) any Person rendering a legal opinion pursuant to this Agreement, in each case under this clause (e) 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 9 shall survive Termination.

Scope of Liability. Except as set forth Notwithstanding anything to the contrary in this Article 9Agreement, notwithstanding anything in any Credit other Loan Document to the contraryor any other document, certificate or instrument executed by any Person pursuant hereto or thereto, none of the Secured Parties shall have no recourse any claims with respect to the transactions contemplated by the Loan Documents against any present or claims against Holdingsfuture holder (whether direct or indirect) of any Equity Interests of the Parent, Sponsor the Borrower or any of their respective Affiliates (other than (x) the Parent and (y) the Borrower, in each case as provided in the Collateral Agreement), shareholders, officers, directors directors, members, managers, partners, employees, representatives, controlling persons, executives or employees agents (collectively, the “Nonrecourse Non-Recourse Persons”), such claims against such Non-Recourse Persons (including as may arise by operation of law) with respect to the Obligations and the Secured Parties’ recourse against any Nonrecourse Person shall be limited to the 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 being expressly waived hereby; provided for 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 Documents); provided, that the foregoing provision of this Article 9 Section 9.25 shall not in any way (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 or any Credit other Loan Document (and the same shall continue, continue (but without personal liability to of the Nonrecourse Non-Recourse Persons, ) until fully paid, discharged, observed, 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) limitconstitute a waiver, reduce, restrict release or discharge of any lien or security interest purported to be created pursuant to the Collateral Agreement (or otherwise affect impair the ability of any Secured Party to realize or foreclose upon any Collateral), (c) limit or restrict the right of any Agent or any other Secured Party (or any assignee, beneficiary or successor to any of them) to name the Parent, 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 any Credit Loan Document, or for injunction or specific performance, so long as no judgment in the nature of a deficiency judgment shall be enforced against any Nonrecourse Non-Recourse Person, except as set forth (d) in this Article 9; (c) limit, reduce, any way limit or restrict or otherwise affect any right or remedy of any Agent or any other Secured Party (or any assignee or beneficiary thereof or successor thereto) with respect to, and each of the Nonrecourse 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, 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, any Collateral that should or would have been paid as provided herein or paid or delivered to any Agent or any other Secured Party (or any assignee or beneficiary thereof or successor thereto) towards any payment required under any other Credit Loan Document; , or (de) affect or diminish in any way or constitute a waiver, release or discharge of any specific written obligation, covenant, representation, or agreement in respect of the transactions contemplated by the Operative Documents made by any of the Nonrecourse Non-Recourse Persons (or any security granted by the Nonrecourse Non-Recourse Persons in support of the obligations of such Persons any Person) under or in connection with any Collateral Loan Document (or as security for the obligations of BorrowerSecured Obligations), including Holdings’ obligations, covenants, representations and agreements under the Pledge Agreement; nor (e) 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 (ii) any Person rendering a legal opinion pursuant to this Agreement, in each case under this clause (e) relating solely to such liability of such Person as may arise under such referenced agreement, instrument or opinion. The limitations on recourse and other provisions set forth in this Article 9 Section 9.25 shall survive Terminationthe payment in full of all Obligations and Secured Obligations and the termination of all Commitments.

Scope of Liability. (a) Except as set forth in this Article 9Section 11.17, notwithstanding anything to the contrary in this Agreement, any other Credit Document to the contraryor any other document, certificate or instrument executed by any Obligor pursuant hereto or thereto, none of the Secured Parties shall have no recourse any claims with respect to the transactions contemplated hereunder or claims thereunder against the Sponsor its members or any of its or their respective Affiliates (other than the Borrower and, solely to the extent of the interests of Holdings in Aspen Bath – Common Terms Agreement the Collateral, Holdings), Sponsor any present or future holder (whether direct or indirect) of any Equity Interest in any Obligor (other than any such Equity Interest owned by another Obligor), or, in the case of any of their respective Affiliates (other than Borrowerthe Obligors), shareholders, officers, directors directors, employees, representatives, controlling persons, executives or employees agents (collectively, the “Nonrecourse Non-Recourse Persons”), such claims against such Non-Recourse Persons (including as may arise by operation of law) with respect to the Obligations and the Secured Parties’ recourse against any Nonrecourse Person shall be limited to the 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 being expressly waived hereby; provided for 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 Documents); provided, that the foregoing provision of this Article 9 Section 11.17 shall not in any way (ai) 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 or any other Credit Document (and the same shall continuecontinue (subject to clause (iv) below, but without personal liability to of the Nonrecourse Non-Recourse Persons, ) until fully paid, discharged, observed, or performed; (ii) constitute a waiver, release or discharge of any lien or security interest purported to be created pursuant to the Security Documents (or otherwise relieve impair the ability of any such Person from its obligations under the Credit Documents Secured Party to which it is a party realize or shall preclude, restrict, reduce, foreclose upon any Collateral); (iii) 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) limit, reduce, restrict or otherwise affect the right of any Secured Party (or any assignee, beneficiary or successor to any of them) to name Borrower any Obligor 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 Credit Document, or for injunction or specific performance, so long as no judgment in the nature of a deficiency judgment shall be enforced against any Nonrecourse Non-Recourse Person, except as set forth in other provisions of this Article 9Section 11.17; (civ) limit, reduce, in any way limit or 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 Nonrecourse 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, willful misrepresentation actual fraud (which shall not include innocent or negligent misrepresentation), willful misrepresentation, fraudulent conveyance 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 any Project or any 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 this Agreement or any other Credit Document; or (dv) affect or diminish in any way or constitute a waiver, release or discharge of any specific written obligation, covenant, representation, or agreement in respect of the transactions contemplated by the Operative Documents made by any of the Nonrecourse Non-Recourse Persons (or any security granted by the Nonrecourse Non-Recourse Persons in support of the obligations of such Persons any person) under or in connection with any Collateral Credit Document (or as security for the obligations of BorrowerObligations), including Holdings’ obligations, covenants, representations and agreements under the Pledge Agreement; nor (e) 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 (ii) any Person rendering a legal opinion pursuant to this Agreement, in each case under this clause (e) 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 9 shall survive Termination.

Scope of Liability. Except as set forth in this Article 9, notwithstanding anything in Notwithstanding any Credit Document other provision of the Financing Documents (but subject to the contrarylast sentence of this Section 9.24), the Secured Parties there shall have be no recourse or claims against Holdings, Sponsor the Pledgor or any of their respective its Affiliates (other than Borrowerexcept Borrower or the Guarantors), shareholdersor the stockholders or other owners, officers, directors or employees of any of them (collectivelyeach, the “Nonrecourse Persons”) with respect a "Non-Recourse Party"), for any liability to the Obligations Lenders arising in connection with any breach or default under this Agreement, and the Secured Parties’ recourse against any Nonrecourse Person Lenders shall be limited look solely to the Collateral, Borrower and 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 for herein and in the Collateral Documents Guarantors (which, for the avoidance of doubt, excludes the payments allowed but not to any Nonrecourse Person Non-Recourse Party or to any distribution received by any Non-Recourse Party pursuant to the terms of any Credit this Agreement except as provided herein), the Collateral and the rents, issues, profits, proceeds and products of the Collateral in enforcing rights and obligations under and in connection with the Financing Documents); provided, provided that the foregoing provision of this Article 9 shall not in any way (a) the foregoing provisions of this Section 9.24 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 Credit Collateral Document or other Financing Document (and the same shall continue, but without personal liability to the Nonrecourse PersonsNon-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) 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) limit, reduce, the foregoing provisions of this Section 9.24 shall not limit or restrict or otherwise affect the right of any Secured Party (or any assignee, beneficiary or successor to any of them) to name Borrower 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, any Credit Collateral Document or any other Financing Document, or otherwise, or for injunction or specific performance, so long as no judgment in the nature of a deficiency judgment shall be enforced against any Nonrecourse Person, except as set forth in this Article 9; (c) limit, reduce, restrict or otherwise affect any right or remedy Non-Recourse Party out of any Secured Party (property, assets or any assignee or beneficiary thereof or successor thereto) with respect to, funds other than the collateral 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, 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, 105 issues, profits profits, proceeds or proceeds from or products 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 and any other Credit Document; Property of any Loan Party and (dc) the foregoing provisions of this Section 9.24 shall not affect or diminish or constitute a waiver, release or discharge of any specific written obligation, covenant, representation, or agreement in respect of the transactions contemplated by the Operative Documents made by any of the Nonrecourse Persons Non-Recourse Parties or any security granted by the Nonrecourse Persons Non-Recourse Parties in support of the obligations of such Persons under any Collateral Document (guarantee or as security for the obligations of Borrower)any Loan Party. Notwithstanding the foregoing, including Holdings’ obligationsit is expressly understood and agreed that nothing contained in this Section 9.24 shall be deemed to (x) limit or restrict any right or remedy of the Secured Parties (or any assignee or beneficiary thereof or successor thereto) with respect to (and the Pledgor and all of the other Persons described above shall remain fully liable to the extent that such Person would otherwise be liable for its own actions with respect to) any fraud or willful misconduct by the Pledgor or any Loan Party; or (y) limit in any respect the enforceability against the Pledgor or any Loan Party of any Financing Document to which such Person is a party in accordance with its terms (including, covenantswith respect to the Pledgor, representations and agreements under the Pledge Agreement; nor (e) 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 (ii) any Person rendering a legal opinion pursuant to this Agreement, in each case under this clause (e) 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 9 shall survive Termination.106

Scope of Liability. Except as set forth in Notwithstanding any other provision of the Financing Documents (but subject to the last sentence of this Article 98), notwithstanding anything in any Credit Document to the contrary, the Secured Parties there shall have be no recourse or claims against Holdings, Sponsor any Member or any of their respective Affiliates (other than Borrowerexcept the Noble Entities), shareholdersor the stockholders or other owners, officers, directors or employees of any of them (collectivelyeach, the a “Nonrecourse PersonsNon-Recourse Party”) with respect ), for any liability to the Obligations Lenders arising in connection with any breach or default under this Financing Agreement except to the extent the same is enforced against the Noble Entities and the Secured Parties’ recourse against any Nonrecourse Person shall be limited to Collateral and the rents, issues, profits, proceeds and products of the Collateral, and the Projects, all Project Revenues, all Loan proceeds, Insurance Proceeds, Eminent Domain Proceeds, and all income or revenues of the foregoing as and Lenders shall look solely to the extent provided for herein and in the Collateral Documents Noble Entities (which, for the avoidance of doubt, excludes the payments allowed but not to any Nonrecourse Person Non-Recourse Party or to any distributions received by any Non-Recourse Party pursuant to the terms of any Credit this Financing Agreement except as provided herein) and the Collateral and the rents, issues, profits, proceeds and products of the Collateral (including the Equity Support Documents)) in enforcing rights and obligations under and in connection with the Financing Documents; provided, provided that the foregoing provision provisions of this Article 9 8 shall not in any way (a) constitute a waiver, release or discharge (or otherwise impair the enforceability) of any of the indebtedness, or of any of the terms, covenants, conditions, or provisions of this Financing Agreement, the Notes, the Project Company Guarantee, any Credit Collateral Document or other Financing Document (and the same shall continue, but without personal liability to the Nonrecourse PersonsNon-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) constitute a waiver, release or otherwise relieve discharge of any such Person from its obligations of a Non-Recourse Party under the Credit any Operative 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; (bc) limitconstitute a waiver, reduce, restrict release or discharge (or otherwise affect impair the enforceability) of any Lien or security interest purported to be created pursuant to the Collateral Documents (or otherwise impair the ability of any Lender to realize or foreclose upon any Collateral); (d) limit or restrict the right of any Secured Party Agent and/or the Lenders (or any assignee, beneficiary or successor to any of them) to name Borrower any Noble Entity 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 Financing Agreement, any Credit Project, any Mortgage, the Project Company Guarantee, any Collateral Document or any other Financing Document, or otherwise, or for injunction or specific performance, so long as no judgment in the nature of a deficiency judgment shall be enforced against any Nonrecourse Person, except as set forth in this Article 9; (c) limit, reduce, restrict or otherwise affect any right or remedy Non-Recourse Party out of any Secured Party (property, assets or any assignee or beneficiary thereof or successor thereto) with respect to, funds other than the Collateral 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, 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 profits, proceeds or proceeds from or products 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 and any other Credit Documentproperty of any Noble Entity; and (de) affect or diminish or constitute a waiver, release or discharge of any specific written obligation, covenant, representation, or agreement in respect of the transactions contemplated by the Operative Documents made by any of the Nonrecourse Persons Non-Recourse Parties or any security granted by the Nonrecourse Persons Non-Recourse Parties in support of the obligations of such Persons under any Collateral Document (guarantee or as security for the obligations of Borrower)the Noble Entities. Notwithstanding the foregoing, including Holdings’ obligations, covenants, representations it is expressly understood and agreements under the Pledge Agreement; nor (e) 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 (ii) any Person rendering a legal opinion pursuant to this Agreement, in each case under this clause (e) relating solely to such liability of such Person as may arise under such referenced agreement, instrument or opinion. The limitations on recourse set forth agreed that nothing contained in this Article 9 8 shall survive Terminationbe deemed to limit or restrict any right or remedy of the Lenders (or any assignee or beneficiary thereof or successor thereto) with respect to, and each of the Noble Entities and all of the other Persons described above shall remain fully liable to the extent that such Person would otherwise be liable for its own actions with respect to, any fraud, willful misconduct, gross negligence or misappropriation of Project Revenues or any other earnings, revenues, rents, issues, profits or proceeds from any Project that should or would have been paid as provided herein or paid or delivered to Administrative Agent or any other Lender (or any assignee or beneficiary thereof or successor thereto) towards any payment required under this Financing Agreement or any other Operative Document.

Scope of Liability. Except as set forth Notwithstanding anything to the contrary in this Article 9, notwithstanding anything in any Credit Document Agreement or the other Loan Documents (but subject to the contrarylast sentence of this Section 11.18), the no Lender, Agent, other Secured Parties Party or other Person shall have no any recourse against any past, present or claims against Holdingsfuture subsidiaries or managers, Sponsor members, general partners, limited partners, stockholders or other owners, officers, directors, personnel, controlling persons, agents, representatives or employees of the Loan Parties or any of their respective the Loan Parties’ Affiliates (other than Borrowerthe Loan Parties), shareholders(each, officersa “Non-Recourse Party”), directors or employees (collectively, the “Nonrecourse Persons”) with respect for any liability to the Obligations Lenders arising in connection with any breach or default under this Agreement or any Loan Document, except to the extent the same is enforced against Borrower, and the Secured Parties’ recourse against any Nonrecourse Person shall be limited to Collateral and the rents, issues, profits, proceeds and products of the Collateral, and the Projects, all Project Revenues, all Loan proceeds, Insurance Proceeds, Eminent Domain Proceeds, and all income Lenders shall look solely to Borrower (but not to any Non-Recourse Party or revenues of the foregoing as and to the extent provided for herein and in the Collateral Documents (which, for the avoidance of doubt, excludes the any distributions received by or payments allowed to any Nonrecourse Person Non-Recourse Party pursuant to the terms of this Agreement or any Credit other Loan Document) 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 the foregoing provision of this Article 9 shall not in any way (a) the foregoing provisions of this Section 11.18 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 Credit other Collateral Document (or other Loan Document, and the same shall continue, but without personal liability to the Nonrecourse Persons, continue until all Obligations have been 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) limit, reduce, the foregoing provisions of this Section 11.18 shall not limit or restrict or otherwise affect the right of any Secured Party (or any assignee, beneficiary or successor to any of them) the Agents and/or the 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, the Security Agreement or any Credit other Loan Document, or otherwise, or for injunction or specific performance, so long as no judgment in the nature of a deficiency judgment shall be enforced against any Nonrecourse PersonNon-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. Notwithstanding the foregoing, it is expressly understood and agreed that nothing contained in this Article 9; Section 11.18 shall be deemed to (ci) limit, reduce, limit or restrict or otherwise affect any right or remedy of any Secured Party the Lenders (or any assignee or beneficiary thereof or successor thereto) with respect to, and each of the Nonrecourse Persons Borrower shall remain fully liable to the extent that it such counterparty and the Borrower would otherwise be liable for its own actions with respect to, any fraud, willful misconduct, gross negligence or 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 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 of the transactions contemplated by the Operative Documents made by any of the Nonrecourse Persons 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 Holdings’ obligations, covenants, representations and agreements under the Pledge Agreement; nor (e) 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 (ii) limit in any Person rendering a legal opinion pursuant to this Agreement, respect the enforceability against the parties thereto (including any Non-Recourse Parties) of any Collateral Documents or any other Loan Document in each case under this clause (e) relating solely to such liability of such Person as may arise under such referenced agreement, instrument or opinionaccordance with their respective terms. The limitations on recourse set forth in this Article 9 shall survive Termination.124

Scope of Liability. Except as set forth in this Article 9, notwithstanding Notwithstanding anything to the contrary in any Credit Financing Document to or any other document, certificate or instrument executed by any Loan Party thereto, none of the contraryJoint Lead Arrangers, the Documentation Agents, the Syndication Agents, Secured Parties and their Related Parties shall have no recourse or any claims with respect to the transactions contemplated by the Financing Documents against HoldingsConstruction Pledgor, TE Partnership, Sponsor Partner, Class B Member, the Equity Contributing Parties, the Parents, any present or future holder (whether direct or indirect) of any Equity Interests in Construction Pledgor, TE Partnership, the Sponsor Partner, Class B Member, the Equity Contributing Parties or the Parents or, in any case, any of their respective Affiliates (other than the Borrower) (except, in each case, to the extent set forth in the Financing Documents to which Construction Pledgor, TE Partnership, the Sponsor Partner, Class B Member, the Equity Contributing Parties, the Parents or any other such holder of Equity Interests is a party), shareholders, members, officers, directors directors, employees, representatives, controlling persons, executives or employees agents (collectively, the “Nonrecourse Non-Recourse Persons”), such claims against such Non-Recourse Persons (including as may arise by operation of law) with respect to the Obligations and the Secured Parties’ recourse against any Nonrecourse Person shall be limited to the 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 being expressly waived hereby; provided for 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 Documents); provided, that the foregoing provision of this Article 9 Section 10.15 shall not in any way (ai) 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 any Credit Document Financing Document, (and the same shall continueii) constitute a waiver, but without personal liability release or discharge of any Lien or security interest purported to be created pursuant to the Nonrecourse Persons, until fully paid, discharged, observed, or performed) Security Documents (or otherwise relieve impair the ability of any such Person from its obligations under the Credit Documents Secured Party to which it is a party realize or shall precludeforeclose upon any Collateral), restrict, reduce, (iii) 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) limit, reduce, restrict or otherwise affect the right of any Secured Party (or any assignee, assignee or beneficiary thereof or successor to any of themthereto) to name Borrower 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 any Credit Financing Document, or for injunction or specific performance, so long as no judgment in the nature of a deficiency judgment shall be enforced against any Nonrecourse Non-Recourse Person, except as set forth in this Article 9; Section 10.15, (civ) limit, reduce, in any way limit or 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 Nonrecourse 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, 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, any Collateral that should or would have been paid as provided herein or paid or delivered to any a Secured Party (or any assignee or beneficiary thereof or successor thereto) towards any payment required under any other Credit Financing Document; , (dv) affect or diminish in any way or constitute a waiver, release or discharge of any specific written obligation, covenant, representation, or agreement in respect of the transactions contemplated by the Operative Documents made by any of the Nonrecourse Non-Recourse Persons (or any security granted by the Nonrecourse Non-Recourse Persons in support of the obligations of such Persons any Person) under or in connection with the Equity Contribution Agreement, any Collateral Member Guaranty or any other Financing Document (or as security for the Obligations) or limit or restrict the right of any Agent or Secured Party to enforce such obligations of Borrower), including Holdings’ obligations, covenants, representations and agreements under the Pledge Agreement; nor against such Non-Recourse Person or (evi) limit the liability of (ix) 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, (y) any Person party to the Equity Contribution Agreement or Member Guaranty or (iiz) any Person rendering a legal opinion pursuant to this Agreement, in each case under this clause (evi) relating solely to such the liability of such Person as may arise under such referenced agreement, instrument or opinion. The limitations on recourse set forth in this Article 9 Section 10.15 shall survive Terminationthe Termination Date.

Scope of Liability. Except as set forth in Notwithstanding any other provision of the Financing Documents (but subject to the last sentence of, and other limitations and qualifications contained in, this Article 98), notwithstanding anything in any Credit Document to the contrary, the Secured Parties there shall have be no recourse or claims against Holdings, Idaho Sponsor, Sponsor or any of their respective its Affiliates (other than except Borrower), shareholdersor the stockholders or other owners, officers, directors or employees of any of them (collectivelyeach, the a “Nonrecourse PersonsNon-Recourse Party”), for any liability to Lender arising in connection with this Agreement (whether in contract, tort, strict liability or otherwise) with respect except to the Obligations extent the same is enforced against Borrower and the Secured Parties’ recourse against any Nonrecourse Person shall be limited to Collateral and the proceeds and products of the Collateral, and Lender shall look solely to Borrower (but not to any Non-Recourse Party except as provided herein) and the ProjectsCollateral and the rents, all Project Revenuesissues, all Loan proceedsprofits, Insurance Proceeds, Eminent Domain Proceeds, proceeds and all income or revenues products of the foregoing as Collateral in enforcing rights and to the extent provided for herein obligations under and in connection with the Collateral Documents Financing Documents, provided that (which, for the avoidance of doubt, excludes the payments allowed to any Nonrecourse Person pursuant to the terms of any Credit Documents); provided, that a) the foregoing provision provisions of this Article 9 8 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, the Note, any Credit Collateral Document or other Financing Document (and the same shall continue, but without personal liability to the Nonrecourse PersonsNon-Recourse Parties except as in such Collateral Document or other Financing Document to which it is a party), and the same shall continue until the Loan Commitment has been terminated and all Obligations have been 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) limit, reduce, the foregoing provisions of this Article 8 shall not limit or restrict or otherwise affect the right of any Secured Party (or any assignee, beneficiary or successor to any of them) Lender to name 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, the Project, any Credit Collateral Document or any other Financing Document, or otherwise, or for injunction or specific performance, so long as no judgment in the nature of a deficiency judgment shall be enforced against any Nonrecourse Person, except as set forth in this Article 9; (c) limit, reduce, restrict or otherwise affect any right or remedy Non-Recourse Party out of any Secured Party (property, assets or any assignee funds other than the Collateral and the proceeds 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, 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 products 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 and any other Credit Documentproperty of Borrower; and (dc) the foregoing provisions of this Article 8 shall not affect or diminish or constitute a waiver, release or discharge of any specific written obligation, covenant, representation, or agreement in respect of the transactions contemplated by the Operative Documents made by any of the Nonrecourse Persons Non-Recourse Parties in any Collateral Document or other Financing Document to which it is a party or any security granted by the Nonrecourse Persons Non-Recourse Parties in support of the obligations of such Persons under any Collateral Document (guaranty or as security for the obligations of Borrower), including Holdings’ obligations, covenants, representations Idaho Sponsor’s and agreements Sponsor’s obligations under the Pledge Agreement; nor (e) 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 Sponsor Cash Grant Shortfall Guaranty, with respect to which Idaho Sponsor, Sponsor or such liability other Non-Recourse Party, as may arise solely by reason of applicable, shall be personally liable to the terms extent provided therein. Notwithstanding the foregoing, it is expressly understood 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 this Agreement, in each case under this clause (e) relating solely to such liability of such Person as may arise under such referenced agreement, instrument or opinion. The limitations on recourse set forth agreed that nothing contained in this Article 9 8 shall survive Terminationbe deemed to (a) limit or restrict any right or remedy of Lender (or any assignee or beneficiary thereof or successor thereto) with respect to, and Borrower and all of the other Persons described above shall remain fully liable to the extent that such Person would otherwise be liable for its own actions with respect to, any fraud, willful misconduct or gross negligence; (b) limit in any respect the enforceability against the parties thereto of the Collateral Documents, the Sponsor Cash Grant Shortfall Guaranty, the Fee Letters or any Operative Document in accordance with their respective terms; or (c) release any legal consultant in its capacity as such from liability on account of any legal opinion rendered in connection with the transactions contemplated hereby.

Scope of Liability. Except as set forth in this Article 9, notwithstanding anything in any the Credit Document Agreement or the other Credit Documents to the contrary, the Secured Parties Banks shall have no recourse or claims with respect to the transactions contemplated by the Operative Documents against Holdingsthe Portfolio Entities, Sponsor the Member, Calpine or any of their respective Affiliates (other than Borrowerthe Portfolio Entities), shareholders, officers, directors or employees (collectively, collectively the “"Nonrecourse Persons”) with respect to the Obligations "), and the Secured Parties’ Banks' recourse against any Nonrecourse Person the Portfolio Entities shall be limited to the Collateral, the Projects, the Turbines and the equipment and assets owned by the Equipment Finance Companies (and all portions thereof and rights or appurtenances thereto), 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 for herein and in the Collateral Documents Documents; provided that (which, for the avoidance of doubt, excludes the payments allowed to any Nonrecourse Person pursuant to the terms of any Credit Documents); provided, that a) the foregoing provision of this Article 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 Security Document or Credit Document (and the same shall continue, continue (but without personal liability to the Nonrecourse Persons, Person or to the Portfolio Entities except as provided herein and therein) 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) limit, reduce, the foregoing provision of this Article 9 shall not limit or restrict or otherwise affect the right of any Secured Party Administrative Agent and/or the Banks (or any assignee, beneficiary or successor to any of them) to name Borrower the 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 Security Document or Credit Document, or for injunction or specific performance, so long as no judgment in the nature of a deficiency judgment shall be enforced against any Nonrecourse Person, and recourse to the Portfolio Entities shall be limited as provided above, except as set forth in this Article 9; , (c) limit, reduce, the foregoing provision of this Article 9 shall not in any way limit or restrict or otherwise affect any right or remedy of any Secured Party 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 the Portfolio Entities shall remain fully liable to the extent that it would otherwise be liable for its own actions with respect to, any fraud, willful misrepresentation fraud (which shall not include innocent or negligent misrepresentation), willful 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, Collateral that should or would have been paid as provided herein or paid or delivered to Administrative Agent or any Secured Party 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, representation, or agreement in respect of the transactions contemplated by the Operative Documents any Project or Turbine made by any of the Nonrecourse Persons or any security granted by the Nonrecourse Persons in support of the obligations of such Persons persons under any Collateral Equity Document (or as security for the obligations of Borrower), including Holdings’ obligations, covenants, representations the Portfolio Entities; and agreements under the Pledge Agreement; nor (e) nothing contained herein shall limit the liability of (i) any Person who is a party to any Project Document or Turbine Purchase Contract 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 or Turbine Purchase Contract (but subject to any limitation of liability in such Project DocumentDocument or Turbine Purchase Contract), certificate or statement, or (ii) any Person rendering a legal opinion pursuant to this Agreement, in each case under this clause (e) 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 9 shall survive Terminationthe termination of this Agreement 130 145 and the full payment and performance of the Obligations hereunder and under the other Operative Documents.

Scope of Liability. Except as set forth in this Article 98, notwithstanding anything in any Credit Document this Agreement or the other Financing Documents to the contrary, the Secured Parties shall have no recourse or claims with respect to the transactions contemplated by the Operative Documents against Holdings, Sponsor NRG Energy or any of their respective its Affiliates (other than Borrowerthe Financing Parties), shareholders, officers, directors or employees (collectively, the “"Nonrecourse Persons”) with respect to the Obligations and the Secured Parties’ recourse against any Nonrecourse Person shall be limited to the 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 for 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 Documents"); provided, provided that the foregoing provision of this Article 9 8 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 or any Credit other Financing Document (and the same shall continue, continue (but without personal liability to the any Nonrecourse Persons, Person except as provided herein and therein) 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) limit, reduce, limit or restrict or otherwise affect the right of any Secured Party (or any assignee, beneficiary or successor to any of them) to name Borrower the Issuer, 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 or any Credit other Financing Document, or for injunction or specific performance, so long as no judgment in the nature of a deficiency judgment shall be enforced against any Nonrecourse Person, except as set forth in this Article 9; 8, (c) limit, reduce, limit or 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 Nonrecourse Persons shall remain fully liable to the extent that it such Person would otherwise be liable for its own actions with respect to, any fraud, willful misrepresentation fraud (which shall not include innocent or negligent misrepresentation), willful misrepresentation, or misappropriation of Project Revenues, Loan proceeds, Insurance Proceeds, Eminent Domain Proceeds Revenues or any other earnings, revenues, rents, issues, profits or proceeds from or of the Collateral, 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 this Agreement or any other Credit Financing Document; , (d) affect or diminish or constitute a waiver, release or discharge of any specific written obligation, covenant, representation, or agreement in respect of the transactions contemplated by the Operative Documents made by any of the Nonrecourse Persons or any security granted by the Nonrecourse Persons in support of the obligations of such Persons under any Collateral Financing Document (or as security for the obligations of Borrower)the Issuer and the Project Companies, including Holdings’ obligations, covenants, representations and agreements under the Pledge Agreement; nor (e) 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 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 (ii) any Person rendering a legal opinion pursuant to this Agreement or (iii) NRG Energy or any Acceptable Assignee under or pursuant to the Parent Agreement, in each case under this clause (e) 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 9 8 shall survive Terminationthe termination of this Agreement and the full payment and performance of the Obligations hereunder and under the other Financing Documents.

Scope of Liability. Except as set forth Notwithstanding anything to the contrary in this Article 9Agreement, notwithstanding anything in any Credit Document to other Operative Document, or any other document, certificate or instrument executed by the contraryBorrower, the Pledgor or the Sponsor pursuant hereto or thereto, none of the Secured Parties shall have no recourse or any claims with respect to the transactions contemplated by the Operative Documents against Holdings, the Sponsor or the Pledgor or any past, present or future holder (whether direct or indirect) of any Equity Interests in the Borrower, the Sponsor or the Pledgor or, in each case, any of their respective Affiliates (other than Borrower), shareholders, officers, directors directors, employees representatives, Controlling persons, executives or employees agents (collectively, the “Nonrecourse Non-Recourse Persons”), such claims against such Non-Recourse Persons (including as may 158 arise by operation of law) with respect to the Obligations and the Secured Parties’ recourse against any Nonrecourse Person shall be limited to the 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 being expressly waived hereby; provided for 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 Documents); provided, that the foregoing provision of this Article 9 Section 9.19 shall not in any way (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 or any other Credit Document (and the same shall continue, continue (but without personal liability to the Nonrecourse Non-Recourse 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) limitconstitute a waiver, reduce, restrict release or discharge of any lien or security interest purported to be created pursuant to the Collateral Documents (or otherwise affect impair the ability of any Secured Party to realize or foreclose upon any Collateral, (c) limit or restrict the right of the Administrative Agent, the Collateral Agent, the Loan Insurer or any other Secured Party (or any assignee, beneficiary or successor to any of them) to name the Borrower 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 Credit Document, or for injunction or specific performance, so long as no judgment in the nature of a deficiency judgment shall be enforced against any Nonrecourse Non-Recourse Person, except as set forth in this Article 9Section 9.19; (cd) limit, reduce, in any way limit or restrict or otherwise affect any right or remedy of the Administrative Agent, the Collateral Agent, the Loan Insurer or any other Secured Party (or any assignee or beneficiary thereof or successor thereto) with respect to, and each of the Nonrecourse 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, willful misrepresentation fraud (which shall not include innocent or negligent misrepresentation), willful misrepresentation, or misappropriation of Project Revenues, Loan proceeds, Insurance Proceeds, Eminent Domain Proceeds Operating Revenues or any other earnings, revenues, rents, issues, 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, the Loan Insurer 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; (de) affect or diminish or constitute a waiver, release or discharge of any specific written obligation, covenant, representation, or agreement in respect of the transactions contemplated by the Operative Documents made by any of the Nonrecourse Non-Recourse Persons (or any security granted by the Nonrecourse Non-Recourse Persons in support of the obligations of such Persons any person) under or in connection with any Collateral Document (or as security for the obligations of the Borrower), including Holdings’ obligationsthe Sponsor Support Agreement, covenants, representations and agreements under or the Pledge AgreementAgreements; nor or (ef) limit the liability of (i) any Person person who is a party to any Project Operative 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 Operative Document (but subject to any limitation of liability liability, if any, in such Project Operative Document), certificate or statement, or (ii) any Person rendering a legal opinion pursuant to this Agreementthe terms of any Credit Document, in each case under this clause (ef) relating solely to such liability of such Person person as may arise under such referenced agreement, instrument or opinion. The limitations on recourse set forth in this Article 9 Section 9.19 shall survive Terminationthe termination of this Agreement, the termination of all Commitments and the full payment and performance of the Obligations hereunder and under the other Operative Documents.