Common use of Disposition at End of Term Clause in Contracts

Disposition at End of Term. 8.11.4.1 At the expiration or any earlier termination of the Term for any reason, including termination due to TxDOT Default, all funds in the Handback Requirements Reserve (except as provided in Section 8.11.4.2) shall automatically be and become the sole property of TxDOT, free and clear of all liens, pledges and encumbrances. Thereupon, Developer shall deliver such transfers, assignments and other documents, and take such other actions, as TxDOT or the depository institution for the Handback Requirements Reserve shall require to confirm transfer to TxDOT of the Handback Requirements Reserve and funds therein, free and clear of all liens, pledges and encumbrances. 8.11.4.2 In the event the Handback Requirements Reserve at such time is different from the amount then required pursuant to Exhibit 14, Developer shall be obligated to pay any shortfall to TxDOT upon demand, or TxDOT shall, promptly on demand, authorize release to Developer of any excess, as the case may be. TxDOT at its election may offset any Termination Compensation owing to Developer by the amount of the Handback Requirements Reserve owing to TxDOT. TxDOT at its election also may offset any excess to be released to Developer by any amount Developer still owes TxDOT for the cost of the independent inspections conducted pursuant to the Handback Requirements. For the avoidance of doubt, if at the expiration of the Term Developer has completed and paid in full all Renewal Work required on all Elements that have a number of years stated in the “Residual Life at Handback” column in Table 19-2A-Residual Life Table of the Technical Requirements and funds in the Handback Requirements Reserve exceed the total amount required under Section 2(a) of Exhibit 14 and the 10% contingency thereon required under Section 2(c) of Exhibit 14, then TxDOT shall, promptly on demand, authorize release of such excess to Developer or, at Developer’s direction, the Collateral Agent, subject to the foregoing offset rights.

Disposition at End of Term. 8.11.4.1 At the expiration or any earlier termination of the Term for any reason, including termination due to TxDOT Default, all funds in the Handback Requirements Reserve (except as provided in Section 8.11.4.2) shall automatically be and become the sole property of TxDOT, free and clear of all liens, pledges and encumbrances. Thereupon, Developer shall deliver such transfers, assignments and other documents, and take such other actions, as TxDOT or the depository institution for the Handback Requirements Reserve shall require to confirm transfer to TxDOT of the Handback Requirements Reserve and funds therein, free and clear of all liens, pledges and encumbrances. 8.11.4.2 In the event the Handback Requirements Reserve at such time is different from the amount then required pursuant to Exhibit 1412, Developer shall be obligated to pay any shortfall to TxDOT upon demand, or TxDOT shall, promptly on demand, shall authorize release to Developer of any excess, as the case may be. TxDOT at its election may offset any Termination Compensation owing to Developer by the amount of the Handback Requirements Reserve owing to TxDOT. TxDOT at its election also may offset any excess to be released to Developer by any amount Developer still owes TxDOT for the cost of the independent inspections conducted pursuant to the Handback Requirements. For the avoidance of doubt, if at the expiration of the Term Developer has completed and paid in full all Renewal Work required on all Elements that have a number of years stated in other than Elements for which the “Residual Life at Handback” column in Table 19-2A-Residual Life Table of the Technical Requirements Developer has exercised its option pursuant to Section 8.10.1.2 and funds in the Handback Requirements Reserve exceed the total amount required under Section 2(a) of Exhibit 14 12 and the 10% contingency thereon required under Section 2(c) of Exhibit 1412, then TxDOT shall, promptly on demand, shall authorize release of such excess to Developer or, at Developer’s direction, the Collateral Agent, subject to the foregoing offset rights.

Disposition at End of Term. 8.11.4.1 (a) At the expiration or any earlier termination of the Term for any reason, including termination due to TxDOT Default, all funds in the Handback Requirements Reserve (except as provided in Section 8.11.4.2subsection (b) below) shall automatically be and become the sole property of TxDOT, free and clear of all liens, pledges and encumbrances. Thereupon, Developer shall deliver such transfers, assignments and other documents, and take such other actions, as TxDOT or the depository institution for the Handback Requirements Reserve shall require to confirm transfer to TxDOT of the Handback Requirements Reserve and funds therein, free and clear of all liens, pledges and encumbrances. 8.11.4.2 (b) In the event the Handback Requirements Reserve at such time is different from the amount then required pursuant to Exhibit 14Section 20.2.2, Developer shall be obligated to pay any shortfall to TxDOT upon demand, or TxDOT shall, promptly on demand, authorize release to Developer of any excess, as the case may be. TxDOT at its election may offset any Termination Compensation owing to Developer by the amount of the Handback Requirements Reserve owing to TxDOT. TxDOT at its election also may offset any excess to be released to Developer by any amount Developer still owes TxDOT for the cost of the independent inspections conducted pursuant to the Handback Requirements. For the avoidance of doubt, if at the expiration of the Term Developer has completed and paid in full all Renewal Work required on all Elements that have a number of years stated in the “Residual Life at Handback” column in Table 19-2A-Residual Life Table 2 of the Technical Requirements Provisions and funds in the Handback Requirements Reserve exceed the total amount required under Section 2(aclause (i) of Exhibit 14 Section 20.2.2(b) and the 10% contingency thereon required under Section 2(cclause (ii) of Exhibit 14Section 20.2.2(b), then TxDOT shall, promptly on demand, authorize release of such excess to Developer or, at Developer’s direction, the Collateral Agent, subject to the foregoing offset rights.

Disposition at End of Term. 8.11.4.1 At the expiration or any earlier termination of the Term for any reason, including termination due to TxDOT Default, all funds in the Handback Requirements Reserve (except as provided in Section 8.11.4.2) shall automatically be and become the sole property of TxDOT, free and clear of all liens, pledges and encumbrances. Thereupon, Developer shall deliver such transfers, assignments and other documents, and take such other actions, as TxDOT or the depository institution for the Handback Requirements Reserve shall require to confirm transfer to TxDOT of the Handback Requirements Reserve and funds therein, free and clear of all liens, pledges and encumbrances. 8.11.4.2 In the event the Handback Requirements Reserve at such time is different from the amount then required pursuant to Exhibit 1412, Developer shall be obligated to pay any shortfall to TxDOT upon demand, or TxDOT shall, promptly on demand, shall authorize release to Developer of any excess, as the case may be. TxDOT at its election may offset any Termination Compensation owing to Developer by the amount of the Handback Requirements Reserve owing to TxDOT. TxDOT at its election also may offset any excess to be released to Developer by any amount Developer still owes TxDOT for the cost of the independent inspections conducted pursuant to the Handback Requirements. For the avoidance of doubt, if at the expiration of the Term Developer has completed and paid in full all Renewal Work required on all Elements that have a number of years stated in the “Residual Life at Handback” column in Table 19-2A-2A - Residual Life Table of the Technical Requirements and funds in the Handback Requirements Reserve exceed the total amount required under Section 2(a) of Exhibit 14 12 and the 10% contingency thereon required under Section 2(c) of Exhibit 1412, then TxDOT shall, promptly on demand, shall authorize release of such excess to Developer or, at Developer’s direction, the Collateral Agent, subject to the foregoing offset rights.

Disposition at End of Term. 8.11.4.1 6.13.4.1 At the expiration or any earlier termination of the Term for any reason, including termination due to TxDOT IFA Default, all funds in the Handback Requirements Reserve Account (except as provided in Section 8.11.4.26.13.4.2) shall automatically be and become the sole property of TxDOTIFA, free and clear of all liens, pledges pledges, encumbrances, offsets and encumbrancesdeductions. Thereupon, Developer shall deliver such transfers, assignments and other documents, and take such other actions, as TxDOT IFA or the depository institution for the Handback Requirements Reserve Account shall require to confirm transfer to TxDOT IFA of the Handback Requirements Reserve Account and funds therein, free and clear of all liens, pledges pledges, encumbrances, offsets and encumbrancesdeductions. 8.11.4.2 In 6.13.4.2 If the event amount in the Handback Requirements Reserve Account at such time is different from the amount then required pursuant to Exhibit 146 (Handback Requirements Reserve Elements and Reserve Funding Mechanism), Developer shall be obligated to pay any shortfall to TxDOT IFA upon demand, or TxDOT shall, promptly IFA on demand, demand shall authorize release to Developer of any excess, as the case may be. TxDOT IFA, at its election election, may offset any Termination Compensation owing to Developer by the amount of the Handback Requirements Reserve owing to TxDOTsuch shortfall. TxDOT IFA, at its election election, also may offset any excess to be released to Developer by any amount Developer still owes TxDOT IFA for the cost of the independent inspections conducted pursuant to the Handback Requirements. The foregoing offset rights are in addition to IFA’s offset rights under Section 19.2.5. For the avoidance of doubt, if at the expiration of the Term Developer has completed and paid in full all Renewal Rehabilitation Work required on all Elements that have a number of years stated in the “Residual Life at Handback” column in Table 19▇▇-2A-Residual Life Table ▇ (▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Handback Criteria) of the Technical Requirements Provisions and funds in the Handback Requirements Reserve Account exceed the total amount required under Section 2(a) of Exhibit 14 6 (Handback Requirements Reserve Elements and Reserve Funding Mechanism) and the ten percent (10% %) contingency thereon required under Section 2(c) of Exhibit 146 (Handback Requirements Reserve Elements and Reserve Funding Mechanism), then TxDOT shall, promptly IFA shall on demand, demand authorize release of such excess to Developer or, at Developer’s direction, the Collateral Agent, subject to the foregoing offset rightsrights in favor of IFA.

Disposition at End of Term. 8.11.4.1 6.13.4.1 At the expiration or any earlier termination of the Term for any reason, including termination due to TxDOT IFA Default, all funds in the Handback Requirements Reserve Account (except as provided in Section 8.11.4.26.13.4.2) shall automatically be and become the sole property of TxDOTIFA, free and clear of all liens, pledges pledges, encumbrances, offsets and encumbrancesdeductions. Thereupon, Developer shall deliver such transfers, assignments and other documents, and take such other actions, as TxDOT IFA or the depository institution for the Handback Requirements Reserve Account shall require to confirm transfer to TxDOT IFA of the Handback Requirements Reserve Account and funds therein, free and clear of all liens, pledges pledges, encumbrances, offsets and encumbrancesdeductions. 8.11.4.2 6.13.4.2 In the event the amount in the Handback Requirements Reserve Account at such time is different from the amount then required pursuant to Exhibit 146 (Handback Requirements Reserve Elements and Reserve Funding Mechanism), Developer shall be obligated to pay any shortfall to TxDOT IFA upon demand, or TxDOT shall, promptly IFA on demand, demand shall authorize release to Developer of any excess, as the case may be. TxDOT IFA, at its election election, may offset any Termination Compensation owing to Developer by the amount of the Handback Requirements Reserve owing to TxDOTsuch shortfall. TxDOT IFA, at its election election, also may offset any excess to be released to Developer by any amount Developer still owes TxDOT IFA for the cost of the independent inspections conducted pursuant to the Handback Requirements. The foregoing offset rights are in addition to IFA’s offset rights under Section 19.2.5. For the avoidance of doubt, if at the expiration of the Term Developer has completed and paid in full all Renewal Rehabilitation Work required on all Elements that have a number of years stated in the “Residual Life at Handback” column in Table 1923-2A-1 (Residual Life Table Requirements at Handback) of the Technical Requirements Provisions and funds in the Handback Requirements Reserve Account exceed the total amount required under Section 2(a) of Exhibit 14 6 (Handback Requirements Reserve Elements and Reserve Funding Mechanism) and the 10% contingency thereon required under Section 2(c) of Exhibit 146 (Handback Requirements Reserve Elements and Reserve Funding Mechanism), then TxDOT shall, promptly IFA shall on demand, demand authorize release of such excess to Developer or, at Developer’s direction, the Collateral Agent, subject to the foregoing offset rightsrights in favor of IFA.

Disposition at End of Term. 8.11.4.1 ‌ 6.13.4.1 At the expiration or any earlier termination of the Term for any reason, including termination due to TxDOT IFA Default, all funds in the Handback Requirements Reserve Account (except as provided in Section 8.11.4.26.13.4.2) shall automatically be and become the sole property of TxDOTIFA, free and clear of all liens, pledges pledges, encumbrances, offsets and encumbrancesdeductions. Thereupon, Developer shall deliver such transfers, assignments and other documents, and take such other actions, as TxDOT IFA or the depository institution for the Handback Requirements Reserve Account shall require to confirm transfer to TxDOT IFA of the Handback Requirements Reserve Account and funds therein, free and clear of all liens, pledges pledges, encumbrances, offsets and encumbrancesdeductions. 8.11.4.2 In 6.13.4.2 If the event amount in the Handback Requirements Reserve Account at such time is different from the amount then required pursuant to Exhibit 146 (Handback Requirements Reserve Elements and Reserve Funding Mechanism), Developer shall be obligated to pay any shortfall to TxDOT IFA upon demand, or TxDOT shall, promptly IFA on demand, demand shall authorize release to Developer of any excess, as the case may be. TxDOT IFA, at its election election, may offset any Termination Compensation owing to Developer by the amount of the Handback Requirements Reserve owing to TxDOTsuch shortfall. TxDOT IFA, at its election election, also may offset any excess to be released to Developer by any amount Developer still owes TxDOT IFA for the cost of the independent inspections conducted pursuant to the Handback Requirements. The foregoing offset rights are in addition to IFA’s offset rights under Section 19.2.5. For the avoidance of doubt, if at the expiration of the Term Developer has completed and paid in full all Renewal Rehabilitation Work required on all Elements that have a number of years stated in the “Residual Life at Handback” column in Table 19▇▇-2A-Residual Life Table ▇ (▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Handback Criteria) of the Technical Requirements Provisions and funds in the Handback Requirements Reserve Account exceed the total amount required under Section 2(a) of Exhibit 14 6 (Handback Requirements Reserve Elements and Reserve Funding Mechanism) and the ten percent (10% %) contingency thereon required under Section 2(c) of Exhibit 146 (Handback Requirements Reserve Elements and Reserve Funding Mechanism), then TxDOT shall, promptly IFA shall on demand, demand authorize release of such excess to Developer or, at Developer’s direction, the Collateral Agent, subject to the foregoing offset rightsrights in favor of IFA.

Disposition at End of Term. 8.11.4.1 ‌ 6.13.4.1 At the expiration or any earlier termination of the Term for any reason, including termination due to TxDOT IFA Default, all funds in the Handback Requirements Reserve Account (except as provided in Section 8.11.4.26.13.4.2) shall automatically be and become the sole property of TxDOTIFA, free and clear of all liens, pledges pledges, encumbrances, offsets and encumbrancesdeductions. Thereupon, Developer shall deliver such transfers, assignments and other documents, and take such other actions, as TxDOT IFA or the depository institution for the Handback Requirements Reserve Account shall require to confirm transfer to TxDOT IFA of the Handback Requirements Reserve Account and funds therein, free and clear of all liens, pledges pledges, encumbrances, offsets and encumbrancesdeductions. 8.11.4.2 In 6.13.4.2 If the event amount in the Handback Requirements Reserve Account at such time is different from the amount then required pursuant to Exhibit 146 (Handback Requirements Reserve Elements and Reserve Funding Mechanism), Developer shall be obligated to pay any shortfall to TxDOT IFA upon demand, or TxDOT shall, promptly IFA on demand, demand shall authorize release to Developer of any excess, as the case may be. TxDOT IFA, at its election election, may offset any Termination Compensation owing to Developer by the amount of the Handback Requirements Reserve owing to TxDOTsuch shortfall. TxDOT IFA, at its election election, also may offset any excess to be released to Developer by any amount Developer still owes TxDOT IFA for the cost of the independent inspections conducted pursuant to the Handback Requirements. The foregoing offset rights are in addition to IFA’s offset rights under Section 19.2.5. For the avoidance of doubt, if at the expiration of the Term Developer has completed and paid in full all Renewal Rehabilitation Work required on all Elements that have a number of years stated in the “Residual Life at Handback” column in Table 19-2A-1 (Residual Life Table Requirements at Handback) of the Technical Requirements Provisions and funds in the Handback Requirements Reserve Account exceed the total amount required under Section 2(a) of Exhibit 14 6 (Handback Requirements Reserve Elements and Reserve Funding Mechanism) and the ten percent (10% %) contingency thereon required under Section 2(c) of Exhibit 146 (Handback Requirements Reserve Elements and Reserve Funding Mechanism), then TxDOT shall, promptly IFA shall on demand, demand authorize release of such excess to Developer or, at Developer’s direction, the Collateral Agent, subject to the foregoing offset rightsrights in favor of IFA.

Disposition at End of Term. 8.11.4.1 6.13.4.1 At the expiration or any earlier termination of the Term for any reason, including termination due to TxDOT IFA Default, all funds in the Handback Requirements Reserve Account (except as provided in Section 8.11.4.26.13.4.2) shall automatically be and become the sole property of TxDOTIFA, free and clear of all liens, pledges pledges, encumbrances, offsets and encumbrancesdeductions. Thereupon, Developer shall deliver such transfers, assignments and other documents, and take such other actions, as TxDOT IFA or the depository institution for the Handback Requirements Reserve Account shall require to confirm transfer to TxDOT IFA of the Handback Requirements Reserve Account and funds therein, free and clear of all liens, pledges pledges, encumbrances, offsets and encumbrancesdeductions. 8.11.4.2 In 6.13.4.2 If the event amount in the Handback Requirements Reserve Account at such time is different from the amount then required pursuant to Exhibit 146 (Handback Requirements Reserve Elements and Reserve Funding Mechanism), Developer shall be obligated to pay any shortfall to TxDOT IFA upon demand, or TxDOT shall, promptly IFA on demand, demand shall authorize release to Developer of any excess, as the case may be. TxDOT IFA, at its election election, may offset any Termination Compensation owing to Developer by the amount of the Handback Requirements Reserve owing to TxDOTsuch shortfall. TxDOT IFA, at its election election, also may offset any excess to be released to Developer by any amount Developer still owes TxDOT IFA for the cost of the independent inspections conducted pursuant to the Handback Requirements. The foregoing offset rights are in addition to IFA’s offset rights under Section 19.2.5. For the avoidance of doubt, if at the expiration of the Term Developer has completed and paid in full all Renewal Rehabilitation Work required on all Elements that have a number of years stated in the “Residual Life at Handback” column in Table 1923-2A-1 (Residual Life Table Requirements at Handback) of the Technical Requirements Provisions and funds in the Handback Requirements Reserve Account exceed the total amount required under Section 2(a) of Exhibit 14 6 (Handback Requirements Reserve Elements and Reserve Funding Mechanism) and the 10% contingency thereon required under Section 2(c) of Exhibit 146 (Handback Requirements Reserve Elements and Reserve Funding Mechanism), then TxDOT shall, promptly IFA shall on demand, demand authorize release of such excess to Developer or, at Developer’s direction, the Collateral Agent, subject to the foregoing offset rightsrights in favor of IFA.

Disposition at End of Term. 8.11.4.1 6.13.4.1 At the expiration or any earlier termination of the Term for any reason, including termination due to TxDOT IFA Default, all funds in the Handback Requirements Reserve Account (except as provided in Section 8.11.4.26.13.4.2) shall automatically be and become the sole property of TxDOTIFA, free and clear of all liens, pledges pledges, encumbrances, offsets and encumbrancesdeductions. Thereupon, Developer shall deliver such transfers, assignments and other documents, and take such other actions, as TxDOT IFA or the depository institution for the Handback Requirements Reserve Account shall require to confirm transfer to TxDOT IFA of the Handback Requirements Reserve Account and funds therein, free and clear of all liens, pledges pledges, encumbrances, offsets and encumbrancesdeductions. 8.11.4.2 In 6.13.4.2 If the event amount in the Handback Requirements Reserve Account at such time is different from the amount then required pursuant to Exhibit 146 (Handback Requirements Reserve Elements and Reserve Funding Mechanism), Developer shall be obligated to pay any shortfall to TxDOT IFA upon demand, or TxDOT shall, promptly IFA on demand, demand shall authorize release to Developer of any excess, as the case may be. TxDOT IFA, at its election election, may offset any Termination Compensation owing to Developer by the amount of the Handback Requirements Reserve owing to TxDOTsuch shortfall. TxDOT IFA, at its election election, also may offset any excess to be released to Developer by any amount Developer still owes TxDOT IFA for the cost of the independent inspections conducted pursuant to the Handback Requirements. The foregoing offset rights are in addition to IFA’s offset rights under Section 19.2.5. For the avoidance of doubt, if at the expiration of the Term Developer has completed and paid in full all Renewal Rehabilitation Work required on all Elements that have a number of years stated in the “Residual Life at Handback” column in Table 1923-2A-1 (Residual Life Table Requirements at Handback) of the Technical Requirements Provisions and funds in the Handback Requirements Reserve Account exceed the total amount required under Section 2(a) of Exhibit 14 6 (Handback Requirements Reserve Elements and Reserve Funding Mechanism) and the ten percent (10% %) contingency thereon required under Section 2(c) of Exhibit 146 (Handback Requirements Reserve Elements and Reserve Funding Mechanism), then TxDOT shall, promptly IFA shall on demand, demand authorize release of such excess to Developer or, at Developer’s direction, the Collateral Agent, subject to the foregoing offset rightsrights in favor of IFA.

Disposition at End of Term. 8.11.4.1 6.13.4.1 At the expiration or any earlier termination of the Term for any reason, including termination due to TxDOT IFA Default, all funds in the Handback Requirements Reserve Account (except as provided in Section 8.11.4.26.13.4.2) shall automatically be and become the sole property of TxDOTIFA, free and clear of all liens, pledges pledges, encumbrances, offsets and encumbrancesdeductions. Thereupon, Developer shall deliver such transfers, assignments and other documents, and take such other actions, as TxDOT IFA or the depository institution for the Handback Requirements Reserve Account shall require to confirm transfer to TxDOT IFA of the Handback Requirements Reserve Account and funds therein, free and clear of all liens, pledges pledges, encumbrances, offsets and encumbrancesdeductions. 8.11.4.2 In 6.13.4.2 If the event amount in the Handback Requirements Reserve Account at such time is different from the amount then required pursuant to Exhibit 146 (Handback Requirements Reserve Elements and Reserve Funding Mechanism), Developer shall be obligated to pay any shortfall to TxDOT IFA upon demand, or TxDOT shall, promptly IFA on demand, demand shall authorize release to Developer of any excess, as the case may be. TxDOT IFA, at its election election, may offset any Termination Compensation owing to Developer by the amount of the Handback Requirements Reserve owing to TxDOTsuch shortfall. TxDOT IFA, at its election election, also may offset any excess to be released to Developer by any amount Developer still owes TxDOT IFA for the cost of the independent inspections conducted pursuant to the Handback Requirements. The foregoing offset rights are in addition to IFA’s offset rights under Section 19.2.5. For the avoidance of doubt, if at the expiration of the Term Developer has completed and paid in full all Renewal Rehabilitation Work required on all Elements that have a number of years stated in the “Residual Life at Handback” column in Table 19-2A-Residual Life Table 1 (Roadway and Bridges Asset Handback Criteria) of the Technical Requirements Provisions and funds in the Handback Requirements Reserve Account exceed the total amount required under Section 2(a) of Exhibit 14 6 (Handback Requirements Reserve Elements and Reserve Funding Mechanism) and the ten percent (10% %) contingency thereon required under Section 2(c) of Exhibit 146 (Handback Requirements Reserve Elements and Reserve Funding Mechanism), then TxDOT shall, promptly IFA shall on demand, demand authorize release of such excess to Developer or, at Developer’s direction, the Collateral Agent, subject to the foregoing offset rightsrights in favor of IFA.