Concessionaire Responsibility for Project Financing. (a) The Concessionaire is solely responsible for obtaining and repaying all financing necessary to develop, design, construct, maintain and operate the Project, at its own cost and risk and without recourse to HPTE or any HPTE Related Party except as expressly permitted or specified in this Contract. (b) Except in the case of PABs issued by HPTE, each bond or promissory note evidencing Senior Debt and/or Subordinated Debt must include a conspicuous recital on its face to the effect that payment of the principal and interest under that instrument: (i) Does not constitute a claim against CDOT's title to or other real property interest in the Project, the Site, the Managed Lanes and/or the US 36 General Purpose Lanes, HPTE's interest under this Contract or its interest and estate in and to the Project or any part thereof, (ii) Is not an obligation of any HPTE or any HPTE Related Party, moral or otherwise, and (iii) Neither the full faith and credit nor the taxing power of HPTE or of any HPTE Related Party is pledged to the payment of the principal or of the interest on the instrument. (iv) In the case of PAB’s issued by HPTE, each bond evidencing Senior Debt must include a conspicuous recital on its face to the effect that (1) the PABs are special and limited obligations of HPTE, payable from and secured by the revenues and other amounts pledged under the relevant indenture, including the payments to be made by the Concessionaire under the loan agreement entered into between HPTE and the Concessionaire in connection with the loan of the proceeds from the sale of the PABs by HPTE to the Concessionaire and (2) the PABs do not constitute a debt, or a pledge of the faith and credit, of HPTE, the State or any political subdivision thereof, and the holders or owners of the PABs will have no right to have taxes levied by the State of any political subdivision of the State for the payment of the principal of, premium, if any, and interest on the PABs. HPTE has no taxing power. (c) No Funding Agreement may secure Senior Debt or Subordinated Debt that prohibits prepayment or defeasance in the event of a termination of this Agreement for any reason provided that this Section shall not preclude the imposition of customary breakage costs in the event of a prepayment or defeasance nor shall it preclude a requirement that prepayment or defeasance can only occur on the next date when payment under the Funding Agreement would otherwise fall due; (d) Neither HPTE nor any HPTE Related Party will have any liability whatsoever for payment of the principal sum under any Funding Agreement (except in the case of PABs issued by HPTE which are special and limited obligations of HPTE as described in Section 2.3(b)), any other obligations issued or incurred by the Concessionaire in connection with this Contract or the Project (except to the extent provided in the HPTE-Sub-Contractor Agreement), or any interest accrued thereon or any other sum secured by any Financing Assignment. HPTE's review of any Financing Assignments or other Funding Agreements is not: (i) A guarantee or endorsement of the amount due under those documents, any other obligations issued or incurred by the Concessionaire in connection with this Contract, the Project, the Base Case Financial Model or any traffic and revenue study; nor (ii) A representation, warranty or other assurance as to (1) the ability of the Concessionaire to perform its obligations under the Funding Agreements or any other obligations issued or incurred by the Concessionaire in connection with this Contract or the Project, or (2) the adequacy of the Toll Revenues to provide for payment under the Funding Agreements or any other obligations issued or incurred by the Concessionaire in connection with this Contract or the Project. (e) The provisions of this Section 2.3 shall apply to Senior Debt Conduit Loan Agreements, Phase 2 TIFIA Conduit Loan Agreements and to Subordinated Debt Conduit Loan Agreements in the same way that they apply to Funding Agreements, and to any Financing Assignment which secures amounts due under any Senior Debt Conduit Loan Agreement or any Phase 2 TIFIA Conduit Loan Agreement or any Subordinated Debt Conduit Loan Agreement.
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Sources: Concession Agreement, Concession Agreement