Project Debt, Funding. Agreements and Security Documents, and any amendments or supplements thereto, shall comply with the following terms and conditions:
(a) The Security Documents may only secure Project Debt the proceeds of which are obligated to be used exclusively for the purposes of (i) 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, (ii) paying interest and principal on other existing Project Debt, (iii) paying reasonable development fees to Developer-Related Entities or to the Design-Build Contractor or its affiliates for services related to the Project, (iv) paying fees and premiums to any Lender of the Project Debt or such Lender’s agents in consideration for such Project Debt or the commitment thereof, (v) paying costs and fees in connection with the closing of any permitted Project Debt or in connection with any amendment or administration of the Funding Agreements or Security Documents or in connection with the enforcement or preservation of the rights of the Lenders or the Collateral Agent under the Funding Agreements or Security Documents, (vi) making payments due under the CDA Documents to TxDOT or any other Person, (vii) funding reserves required under this Agreement, Funding Agreements or Security Documents, applicable securities laws, or Environmental Laws, (viii) making Distributions, but only from the proceeds of Refinancings permitted under this Agreement and (ix) refinancing any Project Debt previously incurred for such purposes.
(b) The Security Documents may only secure Project Debt and Funding Agreements issued and executed by (i) Developer, (ii) its permitted successors and assigns, (iii) a special purpose entity that owns Developer but no other assets and has purposes and powers limited to the Project and the Work, (iv) any special purpose subsidiary wholly owned by Developer or such entity or (v) the PABs Issuer.
(c) Project Debt under a Funding Agreement and secured by a Security Document must be issued and held only by Institutional Lenders who qualify as such at the date the Security Document is executed and delivered (or, if later, at the date any such Institutional Lender becomes a party to the Security Document), except that (i) qualified investors other than Institutional Lenders may acquire and hold interests in Pro...
