Common use of Handback Requirements Letters of Credit Clause in Contracts

Handback Requirements Letters of Credit. (a) In lieu of establishing the Handback Requirements Reserve, Developer may deliver to TxDOT one or more letters of credit (each, a “Handback Requirements Letter of Credit”), on the terms and conditions set forth in this Section 20.2.6 and Section 26.3. If the Handback Requirements Reserve has been previously established, Developer at any time thereafter may substitute one or more Handback Requirements Letters of Credit for all or any portion of the amounts required to be on deposit in the Handback Requirements Reserve, on the terms and conditions set forth in this Section 20.2.6 and Section 26.3. Promptly after receipt of the required substitute Handback Requirements Letter of Credit, TxDOT shall authorize the release to Developer of amounts in the Handback Requirements Reserve equal to the face amount of the substitute Handback Requirements Letter of Credit, such released funds to be applied as set forth in Section 14.4. If the face amount of any Handback Requirements Letter of Credit falls below the total amount required to be funded to the Handback Requirements Reserve prior to expiry of the Handback Requirements Letter of Credit, Developer shall be obligated to pay, when due, the shortfall into the Handback Requirements Reserve. Alternately, Developer may deliver a Handback Requirements Letter of Credit with a face amount equal to at least the total amount required to be funded to the Handback Requirements Reserve during the period up to the expiry of the Handback Requirements Letter of Credit, or may deliver additional Handback Requirements Letters of Credit or cause the existing Handback Requirements Letter of Credit to be amended to cover the shortfall before deposits of the shortfall to the Handback Requirements Reserve are due. (b) At the beginning of each year, Developer shall have the right and obligation (in lieu of funding the Handback Requirements Reserve) to adjust the amount of the Handback Requirements Letter of Credit to equal the maximum amount required to be funded in the Handback Requirements Reserve during the forthcoming year under Section 20.2.2, taking into account the most recent Renewal Work Schedule and Renewal Work performed to date under the Handback Requirements. (c) The Handback Requirements Letter(s) of Credit last issued before the end of the Term shall have an expiration date not earlier than 90 days after the end of the Term. (d) TxDOT shall have the right to draw on the Handback Requirements Letter of Credit (i) as provided in Section 26.3.1(b) or (ii) upon expiration or earlier termination of the Term for any reason, including termination due to TxDOT Default, as necessary to obtain the Handback Requirements Reserve funds to which TxDOT is then entitled under Section 20.2.5. (e) If TxDOT draws on the Handback Requirements Letter of Credit due to Developer’s failure for any reason to deliver to TxDOT a new or replacement Handback Requirements Letter of Credit, on the same terms, or at least a one year extension of the expiration date of the existing Handback Requirements Letter of Credit, not later than 45 days before such expiration date, TxDOT shall deposit the proceeds from drawing on the expiring Handback Requirements Letter of Credit into the Handback Requirements Reserve.

Handback Requirements Letters of Credit. (a) 8.7.5.1 In lieu of establishing the Handback Requirements ReserveReserve Account, Developer may deliver to TxDOT LAWA one or more letters of credit (each, a “Handback Requirements Letter of Credit”), on the terms and conditions set forth in this Section 20.2.6 8.7.5 and Section 26.310.3 (Letters of Credit). The Handback Requirements Letter of Credit shall name City as the sole beneficiary and shall not provide for any other dual or multiple beneficiaries. Developer shall execute, and shall cause the financial institution issuing the Handback Requirements Letter of Credit to execute, such documents as may be required to establish and perfect City’s interest in the Handback Requirements Letter of Credit under the Uniform Commercial Code as adopted in the State, which interest shall be a first priority security interest as provided in Section 8.7. 1.1. If the Handback Requirements Reserve Account has been previously established, Developer at any time thereafter may substitute one or more Handback Requirements Letters of Credit for all or any portion of the amounts required to be on deposit in the Handback Requirements ReserveReserve Account, on the terms and conditions set forth in this Section 20.2.6 and Section 26.3. Promptly after 8.7.5. 8.7.5.2 Upon receipt of the required substitute Handback Requirements Letter of Credit, TxDOT LAWA shall authorize the release to Developer of amounts in the Handback Requirements Reserve Account equal to the face amount of the substitute Handback Requirements Letter of Credit, such released funds to be applied as set forth in Section 14.4. If the face amount of any all Handback Requirements Letter Letters of Credit falls below is less than the total amount required to be funded to the Handback Requirements Reserve prior to expiry Account before expiration of the Handback Requirements Letter of Credit, Developer shall be obligated to pay, when due, the shortfall into the Handback Requirements ReserveReserve Account. AlternatelyAlternatively, Developer may deliver a Handback Requirements Letter of Credit with a face amount equal to at least the total amount required to be funded to the Handback Requirements Reserve Account during the period up to the expiry expiration of the Handback Requirements Letter of Credit, or may deliver additional Handback Requirements Letters of Credit or cause the existing Handback Requirements Letter of Credit to be amended to cover the shortfall before deposits of the shortfall to the Handback Requirements Reserve Account are due. (b) At the beginning of each year, Developer shall have the right and obligation (in lieu of funding the Handback Requirements Reserve) to adjust the amount of the Handback Requirements Letter of Credit to equal the maximum amount required to be funded in the Handback Requirements Reserve during the forthcoming year under Section 20.2.2, taking into account the most recent Renewal Work Schedule and Renewal Work performed to date under the Handback Requirements. (c) The Handback Requirements Letter(s) of Credit last issued before the end of the Term shall have an expiration date not earlier than 90 days after the end of the Term. (d) TxDOT 8.7.5.3 City shall have the right to draw on the Handback Requirements Letter of Credit Credit, without prior notice to Developer, for the reasons set forth in Sections 10.3.1.3(b) and (ic) as provided in and Section 26.3.1(b) or (ii) upon expiration or earlier termination of the Term for any reason, including termination due to TxDOT Default, as necessary to obtain the Handback Requirements Reserve funds to which TxDOT is then entitled under Section 20.2.58.7.4.2. (e) If TxDOT draws on 8.7.5.4 Except when drawing upon the Handback Requirements Letter of Credit due to Developer’s failure for any reason to deliver to TxDOT a new or replacement Handback Requirements Letter of Creditin accordance with Section 8.7.4.2, on the same terms, or at least a one year extension of the expiration date of the existing Handback Requirements Letter of Credit, not later than 45 days before such expiration date, TxDOT City shall deposit the proceeds from drawing on the expiring Handback Requirements Letter of Credit into the Handback Requirements ReserveReserve Account.