Common use of Mandatory Terms of Project Debt, Funding Agreements and Security Documents Clause in Contracts

Mandatory Terms of Project Debt, Funding Agreements and Security Documents. Project Debt, Funding Agreements and Security Documents and any amendments or supplements thereto, shall comply with the following terms and conditions. 4.3.1 The Security Documents may only secure Project Debt the proceeds of which are obligated to be used exclusively for the purposes of (a) acquiring, designing, permitting, building, constructing, improving, equipping, modifying, operating, maintaining, reconstructing, restoring, rehabilitating, renewing or replacing the Project, performing the Utility Adjustment Work or the Renewal Work, or performing other Work, (b) paying interest and principal on other existing Project Debt, (c) paying reasonable development fees to Developer-Related Entities or to the Design-Build Contractor or its affiliates for services related to the Project, (d) paying fees and premiums to any Lender of the Project Debt or such Lender’s agents, (e) paying costs and fees in connection with the closing of any permitted Project Debt, (f) making payments due under the CDA Documents to TxDOT or any other Person, (g) funding reserves required under this Agreement, Funding Agreements or Security Documents, applicable securities laws, or Environmental Laws, (h) making Distributions, but only from the proceeds of Refinancings permitted under this Agreement, and (i) refinancing any Project Debt under clauses (a) through 4.3.2 The Security Documents may only secure Project Debt and Funding Agreements issued and executed by (a) Developer, (b) its permitted successors and assigns, (c) a special purpose entity that owns Developer but no other assets and has purposes and powers limited to the Project and the Work, (d) any special purpose subsidiary wholly owned by Developer or such entity, or (e) the PABs Issuer.

Mandatory Terms of Project Debt, Funding Agreements and Security Documents. Project Debt, Funding Agreements and Security Documents, including the Initial Project Debt, Initial Funding Agreements and Initial Security Documents (as listed in Appendix 7 to this Agreement) and any amendments or supplements thereto, shall comply with the following terms and conditions.: 4.3.1 15.3.1 The Security Documents Document may only secure Project Debt the proceeds of which are obligated to be used exclusively for the purposes purpose of (a) either acquiring, designing, permitting, building, constructing, improving, equipping, modifying, operating, maintaining, reconstructing, restoring, rehabilitating, renewing or replacing the Project, performing the Utility Adjustment Work or the Renewal Work, or performing other Work, (b) paying interest and principal on other existing Project Debt, (c) paying reasonable development fees to Developer-Related Entities or to the Design-Build Contractor or its affiliates for services related to the Project, (d) paying fees and premiums to any Lender of the Project Debt or such Lender’s agents, (e) paying costs and fees in connection with the closing of any permitted Project Debt, (f) making payments due under the CDA Documents to TxDOT or any other Person, (g) funding reserves required under this Agreement, Funding Agreements or Security Documents, applicable securities laws, or Environmental Laws, (h) making Distributions, but only from the proceeds of Refinancings refinancings permitted under this Agreement, and (ic) Rescue Refinancing, including making protective advances intended to prevent or remedy a default under this Agreement or a Funding Agreement or both, (d) refinancing any Project Debt under clauses subsections (a), (b), or (c) throughabove, including paying the reasonable costs of closing the Refinancing (including Lender fees, advisor fees and the fees of legal counsel), (e) to fund reserves relating to the Project, and (f) paying closing costs with respect to Project Debt, financing costs and fees, and interest costs; 4.3.2 15.3.2 The Security Documents Document may only secure Project Debt and Funding Agreements issued and executed by (a) Developer or a Developer-Related Entity, (b) its permitted successors and assigns, (c) a special purpose entity that owns Developer but no other material assets and has purposes and powers limited to the Project and the Work, (d) any special purpose subsidiary wholly owned by Developer or such entity, or (e) the PABs Issuer; 15.3.3 No Security Document or other instrument purporting to mortgage, pledge, encumber, or create a lien, charge or security interest on or against Developer’s Interest shall extend to or affect the fee simple interest of the Department in the Project or the fee simple interest of the Department in the Project Right of Way or the Department’s rights or interests under the Contract Documents; 15.3.4 Any number of permitted Financing Documents may be outstanding at any one time, and any Security Document permitted hereunder may secure two or more separate loans from two or more separate Lenders, provided that each such loan and the Security Documents securing the same comply with the provisions of this Article 15; 15.3.5 The Department shall not have any obligation to any Lender pursuant to this Agreement, except for the express obligations to Lenders set forth in Article 12, the Direct Agreement or any other instrument or agreement signed by the Department in favor of such Lender or Collateral Agent, provided that the Collateral Agent has notified the Department of the existence of its Security Documents; 15.3.6 Each Funding Agreement shall contain an agreement of the Lender to be bound by the provisions of Section 16.5; 15.3.7 Each Funding Agreement and Security Document shall require that the Collateral Agent deliver to the Department, concurrently with delivery to Developer or any other Person, every notice of election to sell, notice of sale or other notice required by Law or by the Security Document in connection with the exercise of remedies under the Funding Agreement or Security Document; and 15.3.8 No Financing Documents shall grant to the Lender any right to apply funds in the Handback Requirements Reserve Account or to apply proceeds from any Handback Requirements Letter of Credit to the repayment of Project Debt, to any other obligation owing the Lender or to any other use except the uses set forth in Section 5.10.3, and any provision purporting to grant such right shall be null and void; provided, however, that the foregoing shall not preclude any Lender or Substituted Entity from, following foreclosure or transfer in lieu of foreclosure, automatically succeeding to all rights, claims and interests of Developer in and to the Handback Requirements Reserve Account.

Mandatory Terms of Project Debt, Funding Agreements and Security Documents. Project Debt, Funding Agreements and Security Documents and any amendments or supplements thereto, shall comply with the following terms and conditions. 4.3.1 The Security Documents may only secure Project Debt the proceeds of which are obligated to be used exclusively for the purposes of (a) acquiring, designing, permitting, building, constructing, improving, equipping, modifying, operating, maintaining, reconstructing, restoring, rehabilitating, renewing or replacing the Project, performing the Utility Adjustment Work or the Renewal Work, or performing other Work, (b) paying interest and principal on other existing Project Debt, (c) paying reasonable development fees to Developer-Related Entities or to the Design-Build Contractor or its affiliates for services related to the Project, (d) paying fees and premiums to any Lender of the Project Debt or such Lender’s agents, (e) paying costs and fees in connection with the closing of any permitted Project Debt, (f) making payments due under the CDA Documents to TxDOT or any other Person, (g) funding reserves required under this Agreement, Funding Agreements or Security Documents, applicable securities laws, or Environmental Laws, (h) making Distributions, but only from the proceeds of Refinancings permitted under this Agreement, and (i) refinancing any Project Debt under clauses (a) throughRefinancings 4.3.2 The Security Documents may only secure Project Debt and Funding Agreements issued and executed by (a) Developer, (b) its permitted successors and assigns, (c) a special purpose entity that owns Developer but no other assets and has purposes and powers limited to the Project and the Work, (d) any special purpose subsidiary wholly owned by Developer or such entity, or (e) the PABs Issuer.