Termination for Excused Reasons. Subject to Section 3.4.4, Developer or TxDOT may terminate this Agreement pursuant to Section 31.6 if Financial Close does not occur by the Financial Close Deadline and such failure is directly attributable an Excuse from Closing. Such termination shall be without fault, Claim, penalty or Termination Compensation, other than the Termination Compensation expressly set out in Section 31.6.3. Upon such termination, all the CDA Documents and the Independent Engineer Agreement shall be deemed terminated (except for provisions of this Agreement that survive termination), and TxDOT shall promptly return to Developer the original of the Financial Close Security).
Termination for Excused Reasons. Subject to Section 3.4.4, Developer or TxDOT may terminate this Agreement pursuant to Section 31.6 (or Section 31.5.1, as applicable) if Financial Close does not occur by the Project Financing Deadline and such failure is directly attributable to the circumstances described in clauses (a)-(i) of Section 3.4.2. Such termination shall be without fault, Claim, penalty or Termination Compensation, other than the Termination Compensation expressly set out in Section 31.6.3 (or Section 31.5.3, as applicable). Upon such termination, all the CDA Documents and the Independent Engineer Agreement shall be deemed terminated (except for provisions of this Agreement that survive termination), and TxDOT shall promptly return to Developer the original of the Financial Close Security).