Compensation On Termination

[Section 19.1.3] In the event of a Termination for Convenience, Developer will be entitled to compensation determined in accordance with Exhibit 15. Payment will be due and payable as and when provided in Exhibit 15. [Section 19.1.4] If NCDOT terminates this Agreement on grounds or in circumstances beyond NCDOT's termination rights ... such termination shall be deemed a Termination for Convenience for the purpose of determining the Termination Compensation due. [Section 19.2.7] If either Party accepts the other Party's conditional election to terminate [Extended Relief Event or Insurance Unavailability], ... this Agreement shall be deemed terminated on an Early Termination Date specified in Exhibit 15, and Developer will be entitled to compensation determined in accordance with Exhibit 15. [Section 19.3.2] If NCDOT issues notice of termination of this Agreement due to a Default Termination Event ... Developer will be entitled to compensation to the extent, and only to the extent, provided in Section D of Exhibit 15; provided that in no event shall compensation be due under Section 19.3.4. Payment shall be due and payable as and when provided in Section G.4 of Exhibit 15. [Section 19.3.4] Upon termination for Financial Close failure, NCDOT shall be entitled to draw on the Financial Close Security ... for the liquidated damages owing to NCDOT under Section 17.4.4.1. [No compensation to Developer.] [Section 19.4.1] In the event of termination for NCDOT Default (payment failure or confiscation) ... Developer will be entitled to compensation determined in accordance with Section B of Exhibit 15. Payment shall be due and payable as and when provided in Section G of Exhibit 15. [Section 19.4.2] In the event NCDOT orders suspension of Work for 180+ days for non-default reasons ... Developer will be entitled to compensation determined in accordance with Section B.1 of Exhibit 15. [Section 19.4.3] In the event NCDOT does not issue NTP1 or NTP2 within 180 days of conditions being satisfied ... Developer will be entitled to compensation determined in accordance with Section B.1 or E.2, as applicable, of Exhibit 15. [Section 19.7.2] NCDOT's payment to Developer of the amounts required ... shall constitute full and final satisfaction of, and upon payment NCDOT shall be forever released and discharged from, any and all Claims ... that Developer may have against NCDOT arising out of or relating to this Agreement or termination thereof. [Section 19.9.1-19.9.3] If outstanding undisputed Termination Compensation exists ... NCDOT shall continue to operate the HOT Lanes as a tolled facility ... Developer shall have and retain a continuing perfected lien on, pledge of and security interest in the Post-Termination Revenue Account ... until all amounts due are paid in full. [Section 19.11.3] Termination by Court Ruling: Developer entitled to compensation per Section E.1 of Exhibit 15. [Section 19.12.2; 19.13.1.2; 19.14.1.2; 19.15.3] Environmental Litigation, Maximum Available Funds, Interest Rate Buffer, and Delayed Financial Close terminations: Developer entitled to compensation per Section H of Exhibit 15.