CONCESSION AGREEMENT for the PRESIDIO PARKWAY PROJECT

15.3.8 No Financing Documents shall grant to the Lender any right to apply funds in theHandback Requirements Reserve Account or to apply proceeds from any HandbackRequirements Letter of Credit to the repayment of Project Debt, to any other obligation owingthe Lender or to any other use except the uses set forth in Section 5.10.3, and any provisionpurporting to grant such right shall be null and void; provided, however, that the foregoing shallnot preclude any Lender or Substituted Entity from, following foreclosure or transfer in lieu offoreclosure, automatically succeeding to all rights, claims and interests of Developer in and tothe Handback Requirements Reserve Account.15.4 Refinancing15.4.1 Right of RefinancingWith the prior consent of the Department in writing by the Department’s AuthorizedRepresentative, which consent shall not be unreasonably delayed or withheld, Developer fromtime to time may consummate Refinancings under the Funding Agreements on terms andconditions acceptable to Developer and in compliance with Sections 15.4.2 and 15.4.3; providedthat the Department’s consent shall not be required for an Exempt Refinancing or a RescueRefinancing so long as Developer shall: (a) notify the Department at least [30] days in advanceof such Exempt Refinancing or Rescue Refinancing and (b) include in such notice facts tosupport the basis on which Developer believes the Refinancing constitutes an ExemptRefinancing or a Rescue Refinancing. The Department’s approval of a Refinancing shall bebased on confirming compliance with Sections 15.4.2 and 15.4.3 and agreement on the amount,if any, of Refinancing Gain payable to the Department upon the closing of the Refinancing. TheDepartment shall have no obligations or liabilities in connection with any Refinancing except todeliver estoppel certificates pursuant to Section 12.8 and to allow for the inclusion of the newLender to be added to the Direct Agreement.15.4.2 Notice, Consent and Documentation of Refinancing15.4.2.1 In connection with any proposed Refinancing, except a Refinancingthat is exempt from approval as provided in Section 15.4.1, Developer shall as soon aspracticable submit to the Department a summary outline of the proposed Refinancing,together with a schedule setting forth the various activities, each with scheduledurations, to be accomplished from the commencement through the close of theproposed Refinancing. At least [35] days prior to the proposed date for closing theRefinancing, Developer shall submit to the Department draft proposed FinancingDocuments, and all other relevant background information regarding the proposedRefinancing, including the proposed term sheet and the financial model showing howDeveloper has calculated the Refinancing Gain, if any, following the procedures setforth in Appendix 11 (Calculation and Payment of Refinancing Gains), and any othermatters required by Appendix 11. The Department shall have up to [20] days to reviewand determine whether the proposed Refinancing (a) will result in a Refinancing Gainand (b) is an Exempt Refinancing, and, if applicable, select the means for payment ofits portion of the Refinancing Gain. If the Department approves the draft proposedFinancing Documents for further processing, Developer shall submit final drafts ofthese documents, including updated versions of the background information previouslysubmitted to the Department, for final review and approval not later than [ten] daysprior to the proposed date for closing the Refinancing. Developer shall only proceedwith the Refinancing upon receipt of prior written consent from the Department, whichwill be provided no later than [5] days after receiving the final documents. If DeveloperCALIFORNIA DEPARTMENT OF TRANSPORTATION - 70 - DraftPresidio Parkway ProjectCONCESSION AGREEMENTContract # [XXXXXX]Financial Management # [XXXXXXXXXX]