Common use of Project Debt and Security Interests; Mandatory Terms Clause in Contracts

Project Debt and Security Interests; Mandatory Terms. 3.5.1 Developer may grant security interests in or assign the entire Developer’s Interest (but not less than the entire Developer’s Interest) to Lenders or the Collateral Agent, for the benefit of the Lenders, for purposes of securing the Project Debt, subject to the terms and conditions contained in this Agreement and the Lease. Developer is strictly prohibited from pledging or encumbering the Developer’s Interest, or any portion thereof, to secure any indebtedness of any Person other than indebtedness of (a) Developer, (b) any special purpose entity that owns Developer but no other assets and has powers limited to Developer, the Project and the Work, (c) a special purpose entity that is a subsidiary owned by Developer or an entity described in clause (b) or (d) the PABs Issuer. Notwithstanding the foreclosure or other enforcement of any security interest created by a Security Document, Developer shall remain liable to TxDOT for the payment of all sums owing to TxDOT, and the performance and observance of all of Developer’s covenants and obligations, under this Agreement and the Lease.

Project Debt and Security Interests; Mandatory Terms. 3.5.1 Developer may grant security interests in or assign the entire Developer’s Interest (but not less than the entire Developer’s Interest) to Lenders or the Collateral Agent, for the benefit of the Lenders, for purposes of securing the Project Debt, subject to the terms and conditions contained in this Agreement and the Lease. Developer is strictly prohibited from pledging or encumbering the Developer’s Interest, or any portion thereof, to secure any indebtedness of any Person other than indebtedness of (a) Developer, (b) any special purpose entity that owns Developer but no other assets and has powers limited to Developer, the Project and the Work, (c) a special purpose entity that is a subsidiary owned by Developer or an entity described in clause (b) or (d) the PABs Issuer. Notwithstanding the foreclosure or other enforcement of any security interest created by a Security Document, Developer shall remain liable to TxDOT for the payment of all sums owing to TxDOT, and the performance and observance of all of Developer’s covenants and obligations, under this Agreement and the Lease.