Common use of Use of Toll Revenues Clause in Contracts

Use of Toll Revenues. (a) Toll Revenues shall be used first to pay all due and payable operations and maintenance costs, including all amounts due to TxDOT under Sections 4.2 and 4.4, before they may be used and applied for any other purpose. (b) Developer may use Toll Revenues to service debt required for the Project. Developer shall have no right to use Toll Revenues to pay any debt, obligation or liability unrelated to this Agreement, the Lease, the Project, the Work or Developer’s services under this Agreement. (c) Developer may use Toll Revenues to make Distributions in accordance with Developer’s governing instruments and subject to the following limitations: Developer may not use Toll Revenues to make any Distribution or to pay non-competitive fees and charges of Affiliates unless Developer has first paid (i) all current and delinquent amounts due to TxDOT under this Agreement or the Lease, (ii) all current and delinquent costs and expenses of O&M Work or of otherwise operating and maintaining the Project (including premiums for insurance, bonds and other performance security and the costs of Safety Compliance work and Handback Requirements work), (iii) current and delinquent debt service and other amounts due under any Funding Agreement or Security Document, (iv) all currently required or delinquent deposits to the Handback Requirements Reserve, (v) all Taxes currently due and payable or delinquent (except to the extent being contested in good faith and for which appropriate reserves have been established in accordance with US GAAP), and (vi) all current and delinquent costs and expenses of Renewal Work; provided, however, that Developer shall be permitted to use up to $500,000 of Toll Revenues per year to pay non-competitive fees and charges of Affiliates determined through arm’s-length negotiations. If Developer makes any Distribution or payment to an Affiliate in violation of this provision, the same shall be deemed to be held in trust by the recipient for the benefit of TxDOT and the Collateral Agent under the senior Security Documents and shall be payable to TxDOT or the Collateral Agent on demand. If TxDOT collects any such amounts held in trust, it shall make them available for any of the purposes set forth above and, at the request of the Collateral Agent, deliver them to the Collateral Agent net of any amounts under clause (i) above.