Common use of Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty Clause in Contracts

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. The obligations of Guarantor under this Guaranty will not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB Contractor or by any defense which DB Contractor may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if said proceedings had not been commenced) will be included in the Guaranteed Obligations because it is the intention of Guarantor and TxDOT that the Guaranteed Obligations should be determined without regard to any rule of law or order which may relieve DB Contractor of any portion of such Guaranteed Obligations. Guarantor will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person to pay TxDOT, or allow the claim of TxDOT in respect of, any such interest accruing after the date on which such proceeding is commenced.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) The obligations of Guarantor under this Guaranty will not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB Contractor or by any defense which that DB Contractor may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. (b) Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which that accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if said proceedings had not been commenced) will be included in the Guaranteed Obligations because it is the intention of Guarantor and TxDOT that the Guaranteed Obligations should be determined without regard to any rule of law or order which may relieve DB Contractor of any portion of such Guaranteed Obligations. Guarantor will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person to pay TxDOT, or allow the claim of TxDOT in respect of, any such interest accruing after the date on which such proceeding is commenced.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. The obligations of Guarantor under this Guaranty will not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB Contractor or by any defense which that DB Contractor may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which that accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if said proceedings had not been commenced) will be included in the Guaranteed Obligations because it is the intention of Guarantor and TxDOT that the Guaranteed Obligations should be determined without regard to any rule of law or order which may relieve DB Contractor of any portion of such Guaranteed Obligations. Guarantor will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person to pay TxDOT, or allow the claim of TxDOT in respect of, any such interest accruing after the date on which such proceeding is commenced.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) So long as any Guarantied Obligations remain outstanding, no Guarantor shall, without the prior written consent of Guarantied Party acting pursuant to the instructions of Requisite Lenders, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency proceedings of or against Company. The obligations of Guarantor Guarantors under this Guaranty will shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB Contractor Company or by any defense which DB Contractor Company may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. (b) Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Guarantied Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Guarantied Obligations if said proceedings had not been commenced) will shall be included in the Guaranteed Guarantied Obligations because it is the intention of Guarantor Guarantors and TxDOT Beneficiaries that the Guaranteed Guarantied Obligations which are guarantied by Guarantors pursuant to this Guaranty should be determined without regard to any rule of law or order which may relieve DB Contractor Company of any portion of such Guaranteed Guarantied Obligations. Guarantor Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person to pay TxDOTGuarantied Party, or allow the claim of TxDOT Guarantied Party in respect of, any such interest accruing after the date on which such proceeding is commenced. (c) In the event that all or any portion of the Guarantied Obligations are paid by Company, the obligations of Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guarantied Obligations for all purposes under this Guaranty.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) The obligations of Guarantor under this Guaranty will not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of the DB Contractor or by any defense which the DB Contractor may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if the DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. (b) Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if said proceedings had not been commenced) will be included in the Guaranteed Obligations because it is the intention of Guarantor and TxDOT that the Guaranteed Obligations should be determined without regard to any rule of law or order which may relieve the DB Contractor of any portion of such Guaranteed Obligations. Guarantor will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person to pay TxDOT, or allow the claim of TxDOT in respect of, any such interest accruing after the date on which such proceeding is commenced.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) So long as any Guarantied Obligations remain outstanding, no Guarantor shall, without the prior written consent of Guarantied Party acting pursuant to the instructions of Requisite Obligees (as defined in subsection 3.14), commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency proceedings of or against Company. The obligations of Guarantor Guarantors under this Guaranty will shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB Contractor Company or by any defense which DB Contractor Company may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. (b) Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Guarantied Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Guarantied Obligations if said proceedings had not been commenced) will shall be included in the Guaranteed Guarantied Obligations because it is the intention of Guarantor Guarantors and TxDOT Beneficiaries that the Guaranteed Guarantied Obligations which are guarantied by Guarantors pursuant to this Guaranty should be determined without regard to any rule of law or order which may relieve DB Contractor Company of any portion of such Guaranteed Guarantied Obligations. Guarantor Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person to pay TxDOTGuarantied Party, or allow the claim of TxDOT Guarantied Party in respect of, any such interest accruing after the date on which such proceeding is commenced. (c) In the event that all or any portion of the Guarantied Obligations are paid by Company, the obligations of Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guarantied Obligations for all purposes under this Guaranty.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. The obligations of Guarantor under this Guaranty will not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB the Maintenance Contractor or by any defense which DB the Maintenance Contractor may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB the Maintenance Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if said proceedings had not been commenced) will be included in the Guaranteed Obligations because it is the intention of Guarantor and TxDOT that the Guaranteed Obligations should be determined without regard to any rule of law or order which may relieve DB the Maintenance Contractor of any portion of such Guaranteed Obligations. Guarantor will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person to pay TxDOT, or allow the claim of TxDOT in respect of, any such interest accruing after the date on which such proceeding is commenced.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) So long as any Guarantied Obligations remain outstanding, each Guarantor shall not, without the prior written consent of the Administrative Agent in accordance with the terms of the Credit Agreement, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency proceedings of or against any Guarantor. The obligations of each Guarantor under this Guaranty will shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB Contractor any Guarantor or by any defense which DB Contractor such Guarantor may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. (b) Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Guarantied Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Guarantied Obligations if said proceedings had not been commenced) will shall be included in the Guaranteed Guarantied Obligations because it is the intention of each Guarantor and TxDOT the Administrative Agent that the Guaranteed Guarantied Obligations which are guaranteed by such Guarantor pursuant to this Guaranty should be determined without regard to any rule of law or order which may relieve DB Contractor any Guarantor of any portion of such Guaranteed Guarantied Obligations. Each Guarantor will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person to pay TxDOTthe Administrative Agent, or allow the claim of TxDOT the Administrative Agent in respect of, any such interest accruing after the date on which such proceeding is commenced. (c) In the event that all or any portion of the Guarantied Obligations are paid by any Guarantor, the obligations of such Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from the Administrative Agent or any Lender as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guarantied Obligations for all purposes under this Guaranty.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) So long as any Guarantied Obligations remain outstanding, the Company shall not, without the prior written consent of the Administrative Agent in accordance with the terms of this Agreement, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency proceedings of or against any Guarantied Borrower. The obligations of Guarantor the Company under this Company Guaranty will shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB Contractor any Guarantied Borrower or by any defense which DB Contractor such Guarantied Borrower may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. Guarantor (b) The Company acknowledges and agrees that any interest on any portion of the Guaranteed Guarantied Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Guarantied Obligations if said proceedings had not been commenced) will shall be included in the Guaranteed Guarantied Obligations because it is the intention of Guarantor the Company and TxDOT the Administrative Agent that the Guaranteed Guarantied Obligations which are guarantied by the Company pursuant to this Guaranty should be determined without regard to any rule of law or order which may relieve DB Contractor any Guarantied Borrower of any portion of such Guaranteed Guarantied Obligations. Guarantor The Company will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person to pay TxDOTthe Administrative Agent, or allow the claim of TxDOT the Administrative Agent in respect of, any such interest accruing after the date on which such proceeding is commenced. (c) In the event that all or any portion of the Guarantied Obligations are paid by any Guarantied Borrower, the obligations of the Company hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Agent or any Lender as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guarantied Obligations for all purposes under this Company Guaranty.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) The obligations of Guarantor under this Guaranty will shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, receivership or liquidation or arrangement of DB Contractor the RCT or by any defense which DB Contractor the RCT may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. (b) Guarantor acknowledges and agrees that any interest (as provided for in the Plan of Reorganization) on any portion of the Guaranteed Guarantied Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Guarantied Obligations if said proceedings had not been commenced) will shall be included in the Guaranteed Guarantied Obligations because it is the intention of Guarantor and TxDOT the Guarantied Party that the Guaranteed Guarantied Obligations which are guarantied by Guarantor pursuant to this Guaranty should be determined without regard to any rule of law or order which may relieve DB Contractor the RCT of any portion of such Guaranteed Guarantied Obligations. Guarantor will permit any trustee in bankruptcytrustee, receiver, debtor in possession, assignee for the benefit of creditors receiver or any similar person to pay TxDOTthe Reclamation Claimants, or allow the claim of TxDOT the Guarantied Party in respect of, any such interest accruing after the date on which such proceeding referred to in clause (a) above is commenced. (c) In the event that all or any portion of the Guarantied Obligations are paid by the RCT, the obligations of Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from the Guarantied Party as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guarantied Obligations for all purposes under this Guaranty.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) Until all of the Guaranteed Obligations shall have been Paid in Full, no Guarantor shall, without the prior written consent of the Administrative Agent in accordance with the terms of the Credit Agreement, commence or join with any other Person in commencing any proceeding under any Debtor Relief Law against any Borrower. The obligations of Guarantor the Guarantors under this Guaranty will shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving proceeding under any Debtor Relief Laws naming any Borrower as the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB Contractor debtor or by any defense which DB Contractor the Borrower may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. (b) Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if said proceedings had not been commenced) will shall be included in the Guaranteed Obligations because it is the intention of Guarantor each Guarantor, the Administrative Agent, each Lender and TxDOT each L/C Issuer that the Guaranteed Obligations which are Guaranteed by the Guarantors pursuant to this Guaranty should be determined without regard to any rule of law or order which may relieve DB Contractor the Borrower of any portion of such Guaranteed Obligations. Each Guarantor will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors any proceeding under any Debtor Relief Law or any similar person to pay TxDOTthe Administrative Agent, the Lenders and the L/C Issuers, or allow the claim claims of TxDOT the Administrative Agent, the Lenders and the L/C Issuers (or any Affiliate of a US Lender in the case of a Specified Swap Contract) in respect of, any such interest accruing after the date on which such proceeding is commenced. (c) In the event that all or any portion of the Guaranteed Obligations are paid by a Borrower or by any other guarantor (including any Guarantor), the obligations of each Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from the Administrative Agent, any Lender or any L/C Issuer (or any Affiliate of a US Lender in the case of a Specified Swap Contract) as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guaranteed Obligations for all purposes under this Guaranty.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) So long as any Guaranteed Obligations have not been paid in full, no Guarantor shall, without the prior written consent of the Administrative Agent acting pursuant to the instructions of the Required Lenders, commence or join with any other Person in commencing any bankruptcy, reorganization, insolvency or similar proceedings under Bankruptcy Laws against any Loan Party. The obligations of Guarantor the Guarantors under this Guaranty will shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation liquidation, arrangement or arrangement similar proceedings under Bankruptcy Laws of DB Contractor any Loan Party or by any defense which DB Contractor any Loan Party may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. (b) Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement of any proceeding referred to in clause (aSection 2.13(a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if said proceedings had not been commenced) will shall be included in the Guaranteed Obligations because it is the intention of Guarantor the Guarantors and TxDOT the Secured Parties that the Guaranteed Obligations should be determined without regard to any rule of law or order which may relieve DB Contractor any Loan Party of any portion of such Guaranteed Obligations. Guarantor The Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person under Bankruptcy Laws to pay TxDOTthe Administrative Agent, or allow the claim of TxDOT the Administrative Agent in respect of, any such interest accruing after the date on which such proceeding is commenced. (c) In the event that all or any portion of the Guaranteed Obligations are paid by the Borrower or any other Loan Party, the obligations of the Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Secured Party as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guaranteed Obligations for all purposes under this Guaranty.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) So long as any Guarantied Obligations remain outstanding, Guarantor shall not, without the prior written consent of Guarantied Party acting pursuant to the instructions of Requisite Obligees (as defined in subsection 3.12), commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency proceedings of or against Company. The obligations of Guarantor under this Guaranty will shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB Contractor Company or by any defense which DB Contractor Company may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. (b) Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Guarantied Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Guarantied Obligations if said proceedings had not been commenced) will shall be included in the Guaranteed Guarantied Obligations because it is the intention of Guarantor and TxDOT Beneficiaries that the Guaranteed Guarantied Obligations which are guarantied by Guarantor pursuant to this Guaranty should be determined without regard to any rule of law or order which may relieve DB Contractor Company of any portion of such Guaranteed Guarantied Obligations. Guarantor will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person to pay TxDOTGuarantied Party, or allow the claim of TxDOT Guarantied Party in respect of, any such interest accruing after the date on which such proceeding is commenced. (c) In the event that all or any portion of the Guarantied Obligations are paid by Company, the obligations of Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guarantied Obligations for all purposes under this Guaranty.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) So long as any Guarantied Obligations remain outstanding, the Company shall not, without the prior written consent of the Administrative Agent in accordance with the terms of this Agreement, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency proceedings of or against McKesson Canada. The obligations of Guarantor the Company under this Company Guaranty will shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB Contractor McKesson Canada or by any defense which DB Contractor McKesson Canada may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. Guarantor (b) The Company acknowledges and agrees that any interest on any portion of the Guaranteed Guarantied Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Guarantied Obligations if said proceedings had not been commenced) will shall be included in the Guaranteed Guarantied Obligations because it is the intention of Guarantor the Company and TxDOT the Administrative Agent that the Guaranteed Guarantied Obligations which are guarantied by the Company pursuant to this Guaranty should be determined without regard to any rule of law or order which may relieve DB Contractor McKesson Canada of any portion of such Guaranteed Guarantied Obligations. Guarantor The Company will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person to pay TxDOTthe Administrative Agent, or allow the claim of TxDOT the Administrative Agent in respect of, any such interest accruing after the date on which such proceeding is commenced. (c) In the event that all or any portion of the Guarantied Obligations are paid by McKesson Canada, the obligations of the Company hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Agent or any Lender as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guarantied Obligations for all purposes under this Company Guaranty.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) So long as any Guaranteed Obligations remain outstanding, Guarantor shall not, without the prior written consent of Polyphase in accordance with the terms of the Master Loan Agreement or Note, commence or join with any other person or entity in commencing any bankruptcy, reorganization or insolvency proceedings of or against the Company. The obligations of Guarantor under this Guaranty will shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB Contractor the Company or by any defense which DB Contractor the Company may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. (b) Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if said proceedings had not been commenced) will shall be included in the Guaranteed Obligations because it is the intention of Guarantor and TxDOT Polyphase that the Guaranteed Obligations which are guaranteed by Guarantor pursuant to this Guaranty should be determined without regard to any rule of law or order which may relieve DB Contractor the Company of any portion of such Guaranteed Obligations. Guarantor will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person to pay TxDOTPolyphase, or allow the claim of TxDOT Polyphase in respect of, any such interest accruing after the date on which such proceeding is commenced. (c) In the event that all or any portion of the Guaranteed Obligations are paid by the Company, the obligations of Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from Polyphase as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guaranteed Obligations for all purposes under this Guaranty.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) So long as the Payment in Full of the Secured Obligations has not occurred, no Guarantor shall, without the prior written consent of the Administrative Agent acting pursuant to the instructions of Required Lenders, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency proceedings against any other Credit Party. The obligations of a Guarantor under this Guaranty will shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB Contractor any other Credit Party or by any defense which DB Contractor any other Credit Party may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. (b) Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if said proceedings had not been commenced) will shall be included in the Guaranteed Obligations because it is the intention of Guarantor the Guarantors and TxDOT the Secured Parties that the Guaranteed Obligations should be determined without regard to any rule of law or order which may relieve DB Contractor any Credit Party of any portion of such Guaranteed Obligations. Guarantor The Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person to pay TxDOTthe Administrative Agent, or allow the claim of TxDOT the Administrative Agent in respect of, any such interest accruing after the date on which such proceeding is commenced. (c) In the event that all or any portion of the Guaranteed Obligations are paid by the primary obligor of such Guaranteed Obligations, the obligations of the Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Secured Party as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guaranteed Obligations for all purposes under this Guaranty.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) So long as the Guaranteed Obligations shall not have been finally and indefeasibly paid and performed in full, the Aggregate Commitments shall not have expired or been terminated and all Letters of Credit issued or deemed issued pursuant to the Credit Agreement shall not have expired or been terminated, Guarantor shall not, without the prior written consent of the Administrative Agent in accordance with the terms of the Credit Agreement, commence or join with any other Person in commencing any proceeding under any Debtor Relief Law against the Qualified Borrowers. The obligations of the Guarantor under this Guaranty will shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving proceeding under any Debtor Relief Laws naming the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB Contractor Qualified Borrowers as the debtor or by any defense which DB Contractor the Qualified Borrowers may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. (b) Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if said proceedings had not been commenced) will shall be included in the Guaranteed Obligations because it is the intention of Guarantor Guarantor, the Administrative Agent and TxDOT each Lender that the Guaranteed Obligations which are Guaranteed by the Guarantor pursuant to this Guaranty should be determined without regard to any rule of law or order which may relieve DB Contractor the Qualified Borrowers of any portion of such Guaranteed Obligations. Guarantor will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors any proceeding under any Debtor Relief Law or any similar person to pay TxDOTthe Administrative Agent and the Lenders, or allow the claim claims of TxDOT the Administrative Agent and the Lenders in respect of, any such interest accruing after the date on which such proceeding is commenced. (c) In the event that all or any portion of the Guaranteed Obligations are paid by the Qualified Borrowers or by any other guarantor, the obligations of Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from the Administrative Agent or any Lender as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guaranteed Obligations for all purposes under this Guaranty.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. The obligations of Guarantor under this Guaranty will not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB Contractor or by any defense which DB Contractor may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if said proceedings had not been commenced) will be included in the Guaranteed Obligations because it is the intention of Guarantor and TxDOT that the Guaranteed Obligations should be determined without regard to any rule of law or order which may relieve DB Contractor of any portion of such Guaranteed Obligations. Guarantor will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person to pay TxDOT, or allow the claim of TxDOT in respect of, any such interest accruing after the date on which such proceeding is commenced.. Texas Department of Transportation EXHIBIT 9 Execution Version I-635 LBJ East Project Page 9 Capital Maintenance Agreement Ex. 9 – Form of Guaranty

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) So long as any Guarantied Obligations remain outstanding, no Guarantor shall, without the prior written consent of Guarantied Party acting pursuant to the instructions of all Lenders, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency proceedings of or against any Borrower. The obligations of Guarantor Guarantors under this Guaranty will shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB Contractor any Borrower or by any defense which DB Contractor any Borrower may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. (b) Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Guarantied Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Guarantied Obligations if said proceedings had not been commenced) will shall be included in the Guaranteed Guarantied Obligations because it is the intention of Guarantor Guarantors and TxDOT Beneficiaries that the Guaranteed Guarantied Obligations which are guarantied by Guarantors pursuant to this Guaranty should be determined without regard to any rule of law or order which may relieve DB Contractor any Borrower of any portion of such Guaranteed Guarantied Obligations. Guarantor Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person to pay TxDOTGuarantied Party, or allow the claim of TxDOT Guarantied Party in respect of, any such interest accruing after the date on which such proceeding is commenced. (c) In the event that all or any portion of the Guarantied Obligations are paid by Borrowers, the obligations of Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guarantied Obligations for all purposes under this Guaranty.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. The obligations of Guarantor under this Guaranty will not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB Contractor or by any defense which that DB Contractor may have by reason of the order, decree or decision of any court or administrative body resulting from any DocuSign Envelope ID: 05C1F150-2AD5-4643-82AF-864EEA18D456 such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which that accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if said proceedings had not been commenced) will be included in the Guaranteed Obligations because it is the intention of Guarantor and TxDOT that the Guaranteed Obligations should be determined without regard to any rule of law or order which may relieve DB Contractor of any portion of such Guaranteed Obligations. Guarantor will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person to pay TxDOT, or allow the claim of TxDOT in respect of, any such interest accruing after the date on which such proceeding is commenced.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) So long as any Guarantied Obligations remain outstanding, Guarantor shall not, without the prior written consent of Guarantied Party acting pursuant to the instructions of Requisite Obligees (as defined in Section 31), commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency proceedings of or against Borrower. The obligations of Guarantor under this Guaranty will shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB Contractor Borrower or by any defense which DB Contractor that Borrower may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. (b) Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Guarantied Obligations which that accrues after the commencement of any proceeding referred to in clause subsection (a) of this clause 15 above (or, if interest on any portion of the Guaranteed Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Guarantied Obligations if said proceedings had not been commenced) will shall be included in the Guaranteed Obligations Guarantied Obligations, because it is the intention of Guarantor and TxDOT Beneficiaries that the Guaranteed Guarantied Obligations that are guarantied by Guarantor pursuant to this Guaranty should be determined without regard to any rule of law or order which that may relieve DB Contractor Borrower of any portion of such Guaranteed Guarantied Obligations. Guarantor will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person to pay TxDOTGuarantied Party, or allow the claim of TxDOT Guarantied Party in respect of, any such interest accruing after the date on which such proceeding is commenced. (c) In the event that all or any portion of the Guarantied Obligations are paid by Borrower, the obligations of Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guarantied Obligations for all purposes under this Guaranty.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) The obligations of Guarantor under this Guaranty will shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB Contractor any Borrower or by any defense which DB Contractor such Borrower may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. (b) Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations Indebtedness which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations Indebtedness ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations Indebtedness if said proceedings had not been commenced) will shall be included in the Guaranteed Obligations Indebtedness because it is the intention of Guarantor and TxDOT Lender that the Guaranteed Obligations Indebtedness which are guaranteed by Guarantor pursuant to this Guaranty should be determined without regard to any rule of law or order which may relieve DB Contractor any {B0739907} Borrower of any portion of such Guaranteed ObligationsIndebtedness. Guarantor will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person to pay TxDOTLender, or allow the claim of TxDOT Lender in respect of, any such interest accruing after the date on which such proceeding is commenced. (c) In the event that all or any portion of the Indebtedness are paid by Borrowers, the obligations of Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from Lender as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Indebtedness for all purposes under this Guaranty.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) Until the Termination Date, no Guarantor shall, without the prior written consent of the Secured Party, commence or join with any other Person in commencing any bankruptcy, reorganization, insolvency or similar proceedings under Bankruptcy Laws against any Company Party. The obligations of Guarantor the Guarantors under this Guaranty will shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation liquidation, arrangement or arrangement similar proceedings under Bankruptcy Laws of DB Contractor any Company Party or by any defense which DB Contractor any Company Party may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. (b) Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if said proceedings had not been commenced) will shall be included in the Guaranteed Obligations because it is the intention of Guarantor the Guarantors and TxDOT the Secured Party that the Guaranteed Obligations should be determined without regard to any rule of law or order which may relieve DB Contractor any Company Party of any portion of such Guaranteed Obligations. Guarantor The Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person under Bankruptcy Laws to pay TxDOTthe Secured Party, or allow the claim of TxDOT the Secured Party in respect of, any such interest accruing after the date on which such proceeding is commenced. (c) In the event that all or any portion of the Guaranteed Obligations are paid by the Borrower or any other Company Party, the obligations of the Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from the Secured Party as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guaranteed Obligations for all purposes under this Guaranty.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. The obligations of Guarantor under this Guaranty will not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, DocuSign Envelope ID: 05C1F150-2AD5-4643-82AF-864EEA18D456 insolvency, receivership, reorganization, liquidation or arrangement of DB Contractor or by any defense which DB Contractor may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if said proceedings had not been commenced) will be included in the Guaranteed Obligations because it is the intention of Guarantor and TxDOT that the Guaranteed Obligations should be determined without regard to any rule of law or order which may relieve DB Contractor of any portion of such Guaranteed Obligations. Guarantor will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person to pay TxDOT, or allow the claim of TxDOT in respect of, any such interest accruing after the date on which such proceeding is commenced.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) The obligations of Guarantor under this Guaranty will shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB Contractor any Borrower or by any defense which DB Contractor such Borrower may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. (b) Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations Indebtedness which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations Indebtedness ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations Indebtedness if said proceedings had not been commenced) will shall be included in the Guaranteed Obligations Indebtedness because it is the intention of Guarantor and TxDOT Lender that the Guaranteed Obligations Indebtedness which are guarantied by Guarantor pursuant to this Guaranty should be determined without regard to any rule of law or order which may relieve DB Contractor any Borrower of any portion of such Guaranteed ObligationsIndebtedness. Guarantor will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person to pay TxDOTLender, or allow the claim of TxDOT Lender in respect of, any such interest accruing after the date on which such proceeding is commenced. (c) In the event that all or any portion of the Indebtedness are paid by Borrowers, the obligations of Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from Lender as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Indebtedness for all purposes under this Guaranty.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) So ------------------------------------------------------------- long as any Guarantied Obligations remain outstanding, no Guarantor shall, without the prior written consent of Guarantied Party acting pursuant to the instructions of Requisite Obligees (as defined in subsection 3.14), commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency proceedings of or against Company. The obligations of Guarantor Guarantors under this Guaranty will shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB Contractor Company or by any defense which DB Contractor Company may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. (b) Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Guarantied Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Guarantied Obligations if said proceedings had not been commenced) will shall be included in the Guaranteed Guarantied Obligations because it is the intention of Guarantor Guarantors and TxDOT Beneficiaries that the Guaranteed Guarantied Obligations which are guarantied by Guarantors pursuant to this Guaranty should be determined without regard to any rule of law or order which may relieve DB Contractor Company of any portion of such Guaranteed Guarantied Obligations. Guarantor Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person to pay TxDOTGuarantied Party, or allow the claim of TxDOT Guarantied Party in respect of, any such interest accruing after the date on which such proceeding is commenced. (c) In the event that all or any portion of the Guarantied Obligations are paid by Company, the obligations of Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guarantied Obligations for all purposes under this Guaranty.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) So long as any Guarantied Obligations remain outstanding, no Guarantor shall, without the prior written consent of Guarantied Party acting pursuant to the instructions of Requisite Obligees (as defined in subsection 4.14), commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency proceedings of or against Borrower. The obligations of Guarantor Guarantors under this Guaranty will shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB Contractor Borrower or by any defense which DB Contractor Borrower may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. (b) Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Guarantied Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Guarantied Obligations if said proceedings had not been commenced) will shall be included in the Guaranteed Guarantied Obligations because it is the intention of Guarantor Guarantors and TxDOT Beneficiaries that the Guaranteed Guarantied Obligations which are guarantied by Guarantors pursuant to this Guaranty should be determined without regard to any rule of law or order which may relieve DB Contractor Borrower of any portion of such Guaranteed Guarantied Obligations. Guarantor Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person to pay TxDOTGuarantied Party, or allow the claim of TxDOT Guarantied Party in respect of, any such interest accruing after the date on which such proceeding is commenced. (c) In the event that all or any portion of the Guarantied Obligations are paid by Borrower, the obligations of Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guarantied Obligations for all purposes under this Guaranty.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) So long as any Guarantied Obligations remain outstanding, no Guarantor shall, without the prior written consent of Guarantied Party acting pursuant to the instructions of all Lenders, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency proceedings of or against the Borrower. The obligations of Guarantor Guarantors under this Guaranty will shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB Contractor the Borrower or by any defense which DB Contractor the Borrower may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. (b) Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Guarantied Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Guarantied Obligations if said proceedings had not been commenced) will shall be included in the Guaranteed Guarantied Obligations because it is the intention of Guarantor Guarantors and TxDOT Beneficiaries that the Guaranteed Guarantied Obligations which are guarantied by Guarantors pursuant to this Guaranty should be determined without regard to any rule of law or order which may relieve DB Contractor the Borrower of any portion of such Guaranteed Guarantied Obligations. Guarantor Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person to pay TxDOTGuarantied Party, or allow the claim of TxDOT Guarantied Party in respect of, any such interest accruing after the date on which such proceeding is commenced. (c) In the event that all or any portion of the Guarantied Obligations are paid by the Borrower, the obligations of Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guarantied Obligations for all purposes under this Guaranty.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) The obligations of the Guarantor under this Guaranty will shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB Contractor the Tenant, the Optionee or Holdings, or by any defense which DB Contractor the Tenant, the Optionee or Holdings may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. (b) The Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if said proceedings had not been commenced) will shall be included in the Guaranteed Obligations because it is the intention of Guarantor and TxDOT that the Guaranteed Obligations should be determined without regard to any rule of law or order which may relieve DB Contractor of any portion of such Guaranteed Obligations. The Guarantor will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person to pay TxDOTthe WPRA, or allow the claim of TxDOT the WPRA in respect of, any such interest accruing after the date on which such proceeding is commenced. (c) The obligations of the Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from the WPRA as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guaranteed Obligations for all purposes under this Guaranty.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) So long as any Guarantied Obligations (other than indemnification obligations not due and payable) remain outstanding, no Guarantor shall, without the prior written consent of the Administrative Agent acting pursuant to the instructions of Requisite Obligees, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency proceedings of, or against, the Company. The obligations of Guarantor the Guarantors under this Guaranty will shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB Contractor the Company, or by any defense which DB Contractor the Company may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. (b) To the extent permitted by applicable law, each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Guarantied Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Guarantied Obligations if said proceedings had not been commenced) will shall be included in the Guaranteed Obligations Guarantied Obligations, because it is the intention of Guarantor the Guarantors and TxDOT the Beneficiaries that the Guaranteed Guarantied Obligations which are guarantied by the Guarantors pursuant to this Guaranty should be determined without regard to any rule of law or order which may relieve DB Contractor the Company of any portion of such Guaranteed Guarantied Obligations. Guarantor The Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person to pay TxDOTthe Administrative Agent, or allow the claim of TxDOT the Administrative Agent in respect of, any such interest accruing after the date on which such proceeding is commenced. (c) In the event that all or any portion of the Guarantied Obligations are paid by any Person or Persons, the obligations of Guarantors hereunder shall be reinstated but only in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Beneficiary, or otherwise are repaid, returned or restored by, any Agent or any Beneficiary for the following (or similar) reasons (i) the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company or any Guarantor, (ii) the appointment of a receiver, intervenor, conservator, trustee or similar officer of, for or on behalf of the Company or any Guarantor or any of its property, (iii) any judgment, decree or order of any court or administrative body having jurisdiction over any Beneficiary or any of its property, or (iv) any settlement or compromise of any such claim effected by such Beneficiary with any such claimant (including the Company or any Guarantor)), and any such payments which are so rescinded or recovered shall constitute Guarantied Obligations for all purposes under this Guaranty and each Guarantor shall be and remain liable hereunder for the amount so repaid, returned, restored, rescinded or recovered to the same extent as if such amount had never originally been received by any such Beneficiary.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) So -------------------------------------------------------------- long as any Guarantied Obligations remain outstanding, no Guarantor shall, without the prior written consent of Guarantied Party acting pursuant to the instructions of Requisite Obligees (as defined in subsection 3.12), commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency proceedings against Company. The obligations of Guarantor Guarantors under this Guaranty will shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB Contractor Company or by any defense which DB Contractor Company may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. (b) Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Guarantied Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Guarantied Obligations if said proceedings had not been commenced) will shall be included in the Guaranteed Guarantied Obligations because it is the intention of Guarantor Guarantors and TxDOT Beneficiaries that the Guaranteed Guarantied Obligations which are guarantied by Guarantors pursuant to this Guaranty should be determined without regard to any rule of law or order which may relieve DB Contractor Company of any portion of such Guaranteed Guarantied Obligations. Guarantor Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person to pay TxDOTGuarantied Party, or allow the claim of TxDOT Guarantied Party in respect of, any such interest accruing after the date on which such proceeding is commenced. (c) In the event that all or any portion of the Guarantied Obligations are paid by Company, the obligations of Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guarantied Obligations for all purposes under this Guaranty until indefeasibly paid in full.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) The obligations of Guarantor under this Guaranty will not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB the Maintenance Contractor or by any defense which DB the Maintenance Contractor may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB the Maintenance Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. (b) Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if said proceedings had not been commenced) will be included in the Guaranteed Obligations because it is the intention of Guarantor and TxDOT that the Guaranteed Obligations should be determined without regard to any rule of law or order which may relieve DB the Maintenance Contractor of any portion of such Guaranteed Obligations. Guarantor will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person to pay TxDOT, or allow the claim of TxDOT in respect of, any such interest accruing after the date on which such proceeding is commenced.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) So long as any Guaranteed Obligations have not been paid in full, no Guarantor shall, without the prior written consent of the Administrative Agent acting pursuant to the instructions of the Required Lenders, commence or join with any other Person in commencing any bankruptcy, reorganization, insolvency or similar proceedings under Debtor Relief Laws against any Loan Party. The obligations of Guarantor the Guarantors under this Guaranty will shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation liquidation, arrangement or arrangement similar proceedings under Debtor Relief Laws of DB Contractor any Loan Party or by any defense which DB Contractor any Loan Party may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. (b) Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if said proceedings had not been commenced) will shall be included in the Guaranteed Obligations because it is the intention of Guarantor the Guarantors and TxDOT the Secured Parties that the Guaranteed Obligations should be determined without regard to any rule of law or order which may relieve DB Contractor any Loan Party of any portion of such Guaranteed Obligations. Guarantor The Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person under Debtor Relief Laws to pay TxDOTthe Administrative Agent, or allow the claim of TxDOT the Administrative Agent in respect of, any such interest accruing after the date on which such proceeding is commenced. (c) In the event that all or any portion of the Guaranteed Obligations are paid by the Borrower or any other Loan Party, the obligations of the Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Secured Party as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guaranteed Obligations for all purposes under this Guaranty.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) So long as the Guaranteed Obligations shall not have been finally and indefeasibly paid and performed in full, the Aggregate Commitments shall not have expired or been terminated, all Letters of Credit issued or deemed issued pursuant to the Credit Agreement shall not have expired or been terminated and all Specified Swap Contracts shall not have expired or been terminated, no Guarantor shall, without the prior written consent of the Administrative Agent in accordance with the terms of the Credit Agreement, commence or join with any other Person in commencing any proceeding under any Debtor Relief Law against the Borrower. The obligations of Guarantor the Guarantors under this Guaranty will shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving proceeding under any Debtor Relief Laws naming the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB Contractor Borrower as the debtor or by any defense which DB Contractor the Borrower may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. (b) Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if said proceedings had not been commenced) will shall be included in the Guaranteed Obligations because it is the intention of Guarantor each Guarantor, the Administrative Agent, each Lender and TxDOT each L/C Issuer that the Guaranteed Obligations which are Guaranteed by the Guarantors pursuant to this Guaranty should be determined without regard to any rule of law or order which may relieve DB Contractor the Borrower of any portion of such Guaranteed Obligations. Each Guarantor will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors any proceeding under any Debtor Relief Law or any similar person to pay TxDOTthe Administrative Agent, the Lenders and the L/C Issuers, or allow the claim claims of TxDOT the Administrative Agent, the Lenders and the 140 L/C Issuers (or any Affiliate of a Lender in the case of a Specified Swap Contract) in respect of, any such interest accruing after the date on which such proceeding is commenced. (c) In the event that all or any portion of the Guaranteed Obligations are paid by the Borrower or by any other guarantor (including any Guarantor), the obligations of each Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from the Administrative Agent, any Lender or any L/C Issuer (or any Affiliate of a Lender in the case of a Specified Swap Contract) as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guaranteed Obligations for all purposes under this Guaranty.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) So ------------------------------------------------------------- long as any Guarantied Obligations remain outstanding, no Guarantor shall, without the prior written consent of Guarantied Party acting pursuant to the instructions of Requisite Lenders, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency proceedings of or against Company. The obligations of Guarantor Guarantors under this Guaranty will shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB Contractor Company or by any defense which DB Contractor Company may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. (b) Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Guarantied Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Guarantied Obligations if said proceedings had not been commenced) will shall be included in the Guaranteed Guarantied Obligations because it is the intention of Guarantor Guarantors and TxDOT Beneficiaries that the Guaranteed Guarantied Obligations which are guarantied by Guarantors pursuant to this Guaranty should be determined without regard to any rule of law or order which may relieve DB Contractor Company of any portion of such Guaranteed Guarantied Obligations. Guarantor Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person to pay TxDOTGuarantied Party, or allow the claim of TxDOT Guarantied Party in respect of, any such interest accruing after the date on which such proceeding is commenced. (c) In the event that all or any portion of the Guarantied Obligations is paid by Company, the obligations of Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guarantied Obligations for all purposes under this Guaranty.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) So long as any Guarantied Obligations remain outstanding, Guarantor shall not, without the prior written consent of Guarantied Party in accordance with the terms of the Note Purchase Agreement, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency proceedings of or against Company. The obligations of Guarantor under this Guaranty will shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB Contractor Company or by any defense which DB Contractor Company may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. (b) Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Guarantied Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Guarantied Obligations if said proceedings had not been commenced) will shall be included in the Guaranteed Guarantied Obligations because it is the intention of Guarantor and TxDOT Beneficiaries that the Guaranteed Guarantied Obligations which are guarantied by Guarantor pursuant to this Guaranty should be determined without regard to any rule of law or order which may relieve DB Contractor Company of any portion of such Guaranteed Guarantied Obligations. Guarantor will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person to pay TxDOTGuarantied Party, or allow the claim of TxDOT Guarantied Party in respect of, any such interest accruing after the date on which such proceeding is commenced. (c) In the event that all or any portion of the Guarantied Obligations are paid by Company, the obligations of Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guarantied Obligations for all purposes under this Guaranty.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) So long as any Guarantied Obligations (other than contingent indemnification obligations for which no claim has been made) remain outstanding, the Guarantors shall not, without the prior written consent of Guarantied Party acting pursuant to the instructions of all Lenders, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency proceedings of or against the Borrower. The obligations of Guarantor the Guarantors under this Guaranty will shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB Contractor the Borrower or by any defense which DB Contractor the Borrower may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. (b) Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Guarantied Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Guarantied Obligations if said proceedings had not been commenced) will shall be included in the Guaranteed Guarantied Obligations because it is the intention of Guarantor the Guarantors and TxDOT Beneficiaries that the Guaranteed Guarantied Obligations which are guaranteed by the Guarantors pursuant to this Guaranty should be determined without regard to any rule of law or order which may relieve DB Contractor the Borrower of any portion of such Guaranteed Guarantied Obligations. Guarantor The Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person to pay TxDOTGuarantied Party, or allow the claim of TxDOT Guarantied Party in respect of, any such interest accruing after the date on which such proceeding is commenced. (c) In the event that all or any portion of the Guarantied Obligations are paid by the Borrower, the obligations of the Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guarantied Obligations for all purposes under this Guaranty.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) So long as the Guaranteed Obligations shall not have been finally and indefeasibly paid and performed in full, the Aggregate Commitments shall not have expired or been terminated and all Letters of Credit issued or deemed issued pursuant to the Credit Agreement shall not have expired or been terminated, no Guarantor shall, without the prior written consent of the Administrative Agent in accordance with the terms of the Credit Agreement, commence or join with any other Person in commencing any proceeding under any Debtor Relief Law against the Borrower. The obligations of Guarantor the Guarantors under this Guaranty will shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving proceeding under any Debtor Relief Laws naming the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB Contractor Borrower as the debtor or by any defense which DB Contractor the Borrower may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. (b) Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if said proceedings had not been commenced) will shall be included in the Guaranteed Obligations because it is the intention of Guarantor each Guarantor, the Administrative Agent and TxDOT each Lender that the Guaranteed Obligations which are Guaranteed by the Guarantors pursuant to this Guaranty should be determined without regard to any rule of law or order which may relieve DB Contractor the Borrower of any portion of such Guaranteed Obligations. Each Guarantor will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors any proceeding under any Debtor Relief Law or any similar person to pay TxDOTthe Administrative Agent and the Lenders, or allow the claim claims of TxDOT the Administrative Agent and the Lenders in respect of, any such interest accruing after the date on which such proceeding is commenced. (c) In the event that all or any portion of the Guaranteed Obligations are paid by the Borrower or by any other guarantor (including any Guarantor), the obligations of each Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from the Administrative Agent or any Lender as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guaranteed Obligations for all purposes under this Guaranty.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) So long as the Guaranteed Obligations shall not have been finally and indefeasibly paid and performed in full, the Aggregate Commitments shall not have expired or been terminated, all Letters of Credit issued or deemed issued pursuant to the Credit Agreement shall not have expired or been terminated and all Swap Contracts shall not have expired or been terminated, no Guarantor shall, without the prior written consent of the Agent in accordance with the terms of the Credit Agreement, commence or join with any other Person in commencing any proceeding under any Debtor Relief Law against the Borrower. The obligations of Guarantor the Guarantors under this Guaranty will shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving proceeding under any Debtor Relief Laws naming the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB Contractor Borrower as the debtor or by any defense which DB Contractor the Borrower may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. (b) Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if said proceedings had not been commenced) will shall be included in the Guaranteed Obligations because it is the intention of Guarantor each Guarantor, the Agent and TxDOT each Lender that the Guaranteed Obligations which are guaranteed by the Guarantors pursuant to this Guaranty should be determined without regard to any rule of law or order which may relieve DB Contractor the Borrower of any portion of such Guaranteed Obligations. Each Guarantor will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors any proceeding under any Debtor Relief Law or any similar person to pay TxDOTthe Agent and the Lenders, or allow the claim claims of TxDOT the Agent and the Lenders (or any Affiliate of a Lender in the case of a Swap Contract) in respect of, any such interest accruing after the date on which such proceeding is commenced. (c) In the event that all or any portion of the Guaranteed Obligations are paid by the Borrower or by any other guarantor (including any Guarantor), the obligations of each Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from the Agent or any Lender (or any Affiliate of a Lender in the case of a Swap Contract) as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guaranteed Obligations for all purposes under this Guaranty.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) So long as any Guarantied Obligations remain outstanding, Guarantor shall not, without the prior written consent of Representative in accordance with the terms of the Note Purchase Agreement, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency proceedings of or against Company. The obligations of Guarantor under this Guaranty will shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB Contractor Company or by any defense which DB Contractor Company may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. (b) Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Guarantied Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Guarantied Obligations if said proceedings had not been commenced) will shall be included in the Guaranteed Obligations Guarantied Obligations, because it is the intention of Guarantor and TxDOT Beneficiaries that the Guaranteed Guarantied Obligations which are guarantied by Guarantor pursuant to this Guaranty should be determined without regard to any rule of law or order which may relieve DB Contractor Company of any portion of such Guaranteed Guarantied Obligations. Guarantor will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person to pay TxDOTRepresentative, or allow the claim of TxDOT Representative in respect of, any such interest accruing after the date on which such proceeding is commenced. (c) In the event that all or any portion of the Guarantied Obligations are paid by Company, the obligations of Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guarantied Obligations for all purposes under this Guaranty.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) So long as any Guarantied Obligations remain outstanding, no Guarantor shall, without the prior written consent of Guarantied Party acting pursuant to the instructions of Requisite Obligees (as defined in Section 3.14), commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency proceedings of or against Company. The obligations of Guarantor Guarantors under this Guaranty will shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB Contractor Company or by any defense which DB Contractor Company may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. (b) Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Guarantied Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Guarantied Obligations if said proceedings had not been commenced) will shall be included in the Guaranteed Guarantied Obligations because it is the intention of Guarantor Guarantors and TxDOT Beneficiaries that the Guaranteed Guarantied Obligations which are guarantied by Guarantors pursuant to this Guaranty should be determined without regard to any rule of law or order which may relieve DB Contractor Company of any portion of such Guaranteed Guarantied Obligations. Guarantor Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person to pay TxDOTGuarantied Party, or allow the claim of TxDOT Guarantied Party in respect of, any such interest accruing after the date on which such proceeding is commenced. (c) Notwithstanding anything herein to the contrary, in the event that all or any portion of the Guarantied Obligations are paid by Company, the obligations of Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guarantied Obligations for all purposes under this Guaranty as if such amount had never originally been received by any such payee.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) So long as any Guarantied Obligations remain outstanding, no Guarantor shall commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency proceedings of or against the Issuer. The obligations of Guarantor Guarantors under this Guaranty will shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB Contractor the Issuer or by any defense which DB Contractor the Issuer may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. (b) Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Guarantied Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Guarantied Obligations if said proceedings had not been commenced) will shall be included in the Guaranteed Guarantied Obligations because it is the intention of Guarantor Guarantors and TxDOT the Beneficiaries that the Guaranteed Guarantied Obligations which are guaranteed by Guarantors pursuant to this Guaranty should be determined without regard to any rule of law or order which may relieve DB Contractor the Issuer of any portion of such Guaranteed Guarantied Obligations. Guarantor The Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person to pay TxDOTthe Beneficiaries, or allow the claim of TxDOT such Beneficiaries in respect of, any such interest accruing after the date on which such proceeding is commenced. (c) In the event that all or any portion of the Guarantied Obligations are paid by the Issuer, the obligations of Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guarantied Obligations for all purposes under this Guaranty.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) So long as any Guaranteed Obligations have not been paid in full, no Guarantor shall, without the prior written consent of the Administrative Agent acting pursuant to the instructions of the Required Lenders, commence or join with any other Person in commencing any bankruptcy, reorganization, insolvency or similar proceedings under Debtor Relief Laws against any Loan Party. The obligations of Guarantor the Guarantors under this Guaranty will shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation liquidation, arrangement or arrangement similar proceedings under Debtor Relief Laws of DB Contractor any Loan Party or by any defense which DB Contractor any Loan Party may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. (a) Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if said proceedings had not been commenced) will shall be included in the Guaranteed Obligations because it is the intention of Guarantor the Guarantors and TxDOT the Secured Parties that the Guaranteed Obligations should be determined without regard to any | rule of law or order which may relieve DB Contractor any Loan Party of any portion of such Guaranteed Obligations. Guarantor The Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person under Debtor Relief Laws to pay TxDOTthe Administrative Agent, or allow the claim of TxDOT the Administrative Agent in respect of, any such interest accruing after the date on which such proceeding is commenced. (b) In the event that all or any portion of the Guaranteed Obligations are paid by the Borrower or any other Loan Party, the obligations of the Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Secured Party as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guaranteed Obligations for all purposes under this Guaranty.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. So long as any Guarantied Obligations remain outstanding, no Guarantor shall, without the prior written consent of each of the Guarantied Parties, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency proceedings of or against the Company or the relevant Issuer Subsidiary, as applicable. The obligations of Guarantor Guarantors under this Guaranty will shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB Contractor the Company or the relevant Issuer Subsidiary, as applicable, or by any defense which DB Contractor the Company or the relevant Issuer Subsidiary, as applicable, may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Guarantied Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Guarantied Obligations if said proceedings had not been commenced) will shall be included in the Guaranteed Guarantied Obligations because it is the intention of Guarantor Guarantors and TxDOT the Guarantied Parties that the Guaranteed Guarantied Obligations which are guarantied by Guarantors pursuant to this Guaranty should be determined without regard to any rule of law or order which may relieve DB Contractor the Company or the relevant Issuer Subsidiary, as applicable, of any portion of such Guaranteed Guarantied Obligations. Guarantor Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person to pay TxDOTthe Guarantied Parties, or allow the claim of TxDOT any Guarantied Party in respect of, any such interest accruing after the date on which such proceeding is commenced. c. In the event that all or any portion of the Guarantied Obligations are paid by the Company or the relevant Issuer Subsidiary, as applicable, or by any other guarantor, the obligations of Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Guarantied Party as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guarantied Obligations for all purposes under this Guaranty.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) So long as any Guarantied Obligations remain outstanding, no Guarantor shall, without the prior written consent of Administrative Agent in accordance with the terms of the Credit Agreement, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency proceedings of or against Company. The obligations of Guarantor Guarantors under this Guaranty will shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB Contractor Company or by any defense which DB Contractor Company may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. (b) Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Guarantied Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Guarantied Obligations if said proceedings had not been commenced) will shall be included in the Guaranteed Guarantied Obligations because it is the intention of Guarantor Guarantors and TxDOT Administrative Agent that the Guaranteed Guarantied Obligations which are guarantied by Guarantors pursuant to this Guaranty should be determined without regard to any rule of law or order which may relieve DB Contractor Company of any portion of such Guaranteed Guarantied Obligations. Guarantor Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person to pay TxDOTAdministrative Agent, or allow the claim of TxDOT Administrative Agent in respect of, any such interest accruing after the date on which such proceeding is commenced. (c) In the event that all or any portion of the Guarantied Obligations are paid by Company, the obligations of Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from Administrative Agent or any Lender as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guarantied Obligations for all purposes under this Guaranty.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) So long as any Guarantied Obligations remain outstanding, Guarantor shall not, without the prior written consent of Lender in accordance with the terms of the Loan Documents, commence or join with any other person in commencing any bankruptcy, reorganization, receivership, liquidation, or insolvency proceedings of or against Borrower (each referred to as an "Insolvency Proceeding"). The obligations of Guarantor under this Guaranty will shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement Insolvency Proceeding of DB Contractor Borrower or by any defense which DB Contractor Borrower may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this GuarantyInsolvency Proceeding. b. (b) Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Guarantied Obligations which accrues after the commencement of any proceeding referred to in clause (a) above Insolvency Proceeding (or, if interest on any portion of the Guaranteed Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceedingInsolvency Proceeding, such interest as would have accrued on such portion of the Guaranteed Guarantied Obligations if said proceedings Insolvency Proceedings had not been commenced) will shall be included in the Guaranteed Guarantied Obligations because it is the intention of Guarantor and TxDOT Lender that the Guaranteed Guarantied Obligations which are guarantied by Guarantor pursuant to this Guaranty should be determined without regard to any rule of law or order which may relieve DB Contractor Borrower of any portion of such Guaranteed Guarantied Obligations. Guarantor will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person to pay TxDOTLender, or allow the claim of TxDOT Lender in respect of, any such interest accruing after the date on which such proceeding Insolvency Proceeding is commenced. (c) In the event that all or any portion of the Guarantied Obligations are paid by Borrower, the obligations of Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from Lender as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guarantied Obligations for all purposes under this Guaranty. (d) Effective upon the initiation of any Insolvency Proceeding involving Borrower, each Guarantor hereby assigns to Lender the right to collect the Subordinated Indebtedness and apply it to the Guarantied Obligations and Guarantor shall not receive any distribution from the bankruptcy estate of Borrower unless and until the Guarantied Obligations have been satisfied in full. Lender may file a claim in any such Insolvency Proceeding on Guarantor's behalf or may compel Guarantor to file such claim, and in no event shall Guarantor waive, forgive, or cancel any claim it may have now or hereafter have against Borrower in connection with the Subordinated Indebtedness. In any such Insolvency Proceeding or at any meeting of creditors, Guarantor hereby grants to Lender an irrevocable proxy to vote its claims in connection with the Subordinated Indebtedness and agrees to execute all further documents requested by Lender to facilitate exercise of such proxy.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) So long as any Guarantied Obligations remain outstanding, no Guarantor shall, without the prior written consent of the Administrative Agent acting pursuant to the instructions of Requisite Lenders, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency proceedings of or against the Borrower. The obligations of Guarantor Guarantors under this Guaranty will shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB Contractor the Borrower or by any defense which DB Contractor the Borrower may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. (b) Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Guarantied Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Guarantied Obligations if said proceedings had not been commenced) will shall be included in the Guaranteed Guarantied Obligations because it is the intention of Guarantor Guarantors and TxDOT Secured Parties that the Guaranteed Guarantied Obligations which are guarantied by Guarantors pursuant to this Guaranty should be determined without regard to any rule of law or order which may relieve DB Contractor the Borrower of any portion of such Guaranteed Guarantied Obligations. Guarantor Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person to pay TxDOTthe Administrative Agent, or allow the claim of TxDOT the Administrative Agent in respect of, any such interest accruing after the date on which such proceeding is commenced. (c) In the event that all or any portion of the Guarantied Obligations are paid by the Borrower, the obligations of Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Secured Party as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guarantied Obligations for all purposes under this Guaranty.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) So long as any Guarantied Obligations remain outstanding, the Guarantor shall not, without the prior written consent of Guarantied Party acting pursuant to the instructions of all Lenders, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency proceedings of or against the Borrower. The obligations of the Guarantor under this Guaranty will shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB Contractor the Borrower or by any defense which DB Contractor the Borrower may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. (b) The Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Guarantied Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Guarantied Obligations if said proceedings had not been commenced) will shall be included in the Guaranteed Guarantied Obligations because it is the intention of the Guarantor and TxDOT Beneficiaries that the Guaranteed Guarantied Obligations which are guarantied by the Guarantor pursuant to this Guaranty should be determined without regard to any rule of law or order which may relieve DB Contractor the Borrower of any portion of such Guaranteed Guarantied Obligations. The Guarantor will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person to pay TxDOTGuarantied Party, or allow the claim of TxDOT Guarantied Party in respect of, any such interest accruing after the date on which such proceeding is commenced. (c) In the event that all or any portion of the Guarantied Obligations are paid by the Borrower, the obligations of the Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guarantied Obligations for all purposes under this Guaranty.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) So long as any Guarantied Obligations remain outstanding, no Guarantor shall, without the prior written consent of the Administrative Agent acting pursuant to the instructions of Requisite Lenders, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency proceedings of or against Borrowers. The obligations of Guarantor Guarantors under this Guaranty will shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB Contractor Borrowers or by any defense which DB Contractor Borrowers may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. (b) Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Guarantied Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Guarantied Obligations if said proceedings had not been commenced) will shall be included in the Guaranteed Guarantied Obligations because it is the intention of Guarantor Guarantors and TxDOT Secured Parties that the Guaranteed Guarantied Obligations which are guarantied by Guarantors pursuant to this Guaranty should be determined without regard to any rule of law or order which may relieve DB Contractor Borrowers of any portion of such Guaranteed Guarantied Obligations. Guarantor Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person to pay TxDOTthe Administrative Agent, or allow the claim of TxDOT the Administrative Agent in respect of, any such interest accruing after the date on which such proceeding is commenced. (c) In the event that all or any portion of the Guarantied Obligations are paid by Borrowers, the obligations of Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Secured Party as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guarantied Obligations for all purposes under this Guaranty.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) So long as any Guarantied Obligations remain outstanding, Parent Guarantor shall not, without the prior written consent of Agent in accordance with the terms of this Agreement, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency proceedings of or against either Borrower. The obligations of Parent Guarantor under this Guaranty will hereunder shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB Contractor either Borrower or by any defense which DB Contractor either Borrower may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. (b) Parent Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Guarantied Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Guarantied Obligations if said proceedings had not been commenced) will shall be included in the Guaranteed Guarantied Obligations because it is the intention of Parent Guarantor and TxDOT Agent that the Guaranteed Guarantied Obligations which are guarantied by Parent Guarantor pursuant to this Article X should be determined without regard to any rule of law or order which may relieve DB Contractor Borrowers of any portion of such Guaranteed Guarantied Obligations. Parent Guarantor will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person to pay TxDOTAgent, or allow the claim of TxDOT Agent in respect of, any such interest accruing after the date on which such proceeding is commenced. (c) In the event that all or any portion of the Guarantied Obligations are paid by Borrowers, the obligations of Parent Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from Agent or any Bank as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guarantied Obligations for all purposes under this Article X.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) So long as any Guarantied Obligations remain outstanding, no Guarantor shall, without the prior written consent of Collateral Agent and Requisite Obligees (as such term is defined in the Intercreditor Agreement), commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency proceedings of or against Borrower. The obligations of Guarantor Guarantors under this Guaranty will shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB Contractor Borrower or by any defense which DB Contractor Borrower may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. (b) Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Guarantied Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Guarantied Obligations if said proceedings had not been commenced) will shall be included in the Guaranteed Guarantied Obligations because it is the intention of Guarantor Guarantors and TxDOT Beneficiaries that the Guaranteed Guarantied Obligations which are guarantied by Guarantors pursuant to this Guaranty should be determined without regard to any rule of law or order which may relieve DB Contractor Borrower of any portion of such Guaranteed Guarantied Obligations. Guarantor Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person to pay TxDOTCollateral Agent, or allow the claim of TxDOT Collateral Agent in respect of, any such interest accruing after the date on which such proceeding is commenced. (c) In the event that all or any portion of the Guarantied Obligations are paid by Borrower, the obligations of Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guarantied Obligations for all purposes under this Guaranty.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) So long as any Guarantied Obligations remain outstanding, the Guarantor shall not, in its capacity as creditor of the Borrower without the prior written consent of the Bank, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency proceedings of or against the Borrower. The obligations of the Guarantor under this Guaranty will shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB Contractor the Borrower or by any defense which DB Contractor the Borrower may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. (b) The Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Guarantied Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Guarantied Obligations if said proceedings had not been commenced) will shall be included in the Guaranteed Guarantied Obligations because it is the intention of the Guarantor and TxDOT the Bank that the Guaranteed Guarantied Obligations which are guarantied by the Guarantor pursuant to this Guaranty should be determined without regard to any rule of law or order which may relieve DB Contractor the Borrower of any portion of such Guaranteed Guarantied Obligations. The Guarantor will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person to pay TxDOTthe Bank, or allow the claim of TxDOT the Bank in respect of, any such interest accruing after the date on which such proceeding is commenced. (c) In the event that all or any portion of the Guarantied Obligations are paid by the Borrower, the obligations of the Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from the Bank as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guarantied Obligations for all purposes under this Guaranty.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) So long as any Guaranteed Obligations remain outstanding, no Guarantor shall, without the prior written consent of Guaranteed Party acting pursuant to the instructions of Requisite Lenders, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency proceedings of or against Company. The obligations of Guarantor Guarantors under this Guaranty will shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB Contractor Company or by any defense which DB Contractor Company may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. (b) Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if said proceedings had not been commenced) will shall be included in the Guaranteed Obligations because it is the intention of Guarantor Guarantors and TxDOT Beneficiaries that the Guaranteed Obligations which are guarantied by Guarantors pursuant to this Guaranty should be determined without regard to any rule of law or order which may relieve DB Contractor Company of any portion of such Guaranteed Obligations. Guarantor Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person to pay TxDOTGuaranteed Party, or allow the claim of TxDOT Guaranteed Party in respect of, any such interest accruing after the date on which such proceeding is commenced. (c) In the event that all or any portion of the Guaranteed Obligations are paid by Company, the obligations of Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guaranteed Obligations for all purposes under this Guaranty.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) So long as any Guarantied Obligations remain outstanding, the Guarantor shall not, without the prior written consent of the Bank in accordance with the terms of the Credit Agreement, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency proceedings of or against any Borrower. The obligations of the Guarantor under this Guaranty will shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB Contractor any Borrower or by any defense which DB Contractor any Borrower may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. (b) The Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Guarantied Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Guarantied Obligations if said proceedings had not been commenced) will shall be included in the Guaranteed Guarantied Obligations because it is the intention of the Guarantor and TxDOT the Bank that the Guaranteed Guarantied Obligations that are guarantied by the Guarantor pursuant to this Guaranty should be determined without regard to any rule of law or order which may relieve DB Contractor any Borrower of any portion of such Guaranteed Guarantied Obligations. The Guarantor will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person to pay TxDOTthe Bank, or allow the claim of TxDOT the Bank in respect of, any such interest accruing after the date on which such proceeding is commenced. (c) In the event that all or any portion of the Guarantied Obligations are paid by the Borrowers, the obligations of the Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from the Bank as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guarantied Obligations for all purposes under this Guaranty.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) So long as any Guarantied Obligations remain outstanding, Guarantor shall not, without the prior written consent of Guarantied Party in accordance with the terms of the Loan Documents, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency proceedings of or against Valhi. The obligations of Guarantor under this Guaranty will shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB Contractor Valhi or by any defense which DB Contractor Valhi may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. (b) Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Guarantied Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Guarantied Obligations if said proceedings had not been commenced) will shall be included in the Guaranteed Guarantied Obligations because it is the intention of Guarantor and TxDOT Beneficiaries that the Guaranteed Guarantied Obligations which are guarantied by Guarantor pursuant to this Guaranty should be determined without regard to any rule of law or order which may relieve DB Contractor Valhi of any portion of such Guaranteed Guarantied Obligations. Guarantor will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person Person to pay TxDOTGuarantied Party, or allow the claim of TxDOT Guarantied Party in respect of, any such interest accruing after the date on which such proceeding is commenced. (c) In the event that all or any portion of the Guarantied Obligations are paid by Valhi, the obligations of Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guarantied Obligations for all purposes under this Guaranty.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) So long as any Guarantied Obligations remain outstanding, no Guarantor shall, without the prior written consent of the Administrative Agent acting pursuant to the instructions of Requisite Lenders, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency proceedings of or against Borrowers. The obligations of Guarantor Guarantors under this Guaranty will shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB Contractor Borrowers or by any defense which DB Contractor Borrowers may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. (a) Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Guarantied Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Guarantied Obligations if said proceedings had not been commenced) will shall be included in the Guaranteed Guarantied Obligations because it is the intention of Guarantor Guarantors and TxDOT Secured Parties that the Guaranteed Guarantied Obligations which are guarantied by Guarantors pursuant to this Guaranty should be determined without regard to any rule of law or order which may relieve DB Contractor Borrowers of any portion of such Guaranteed Guarantied Obligations. Guarantor Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person to pay TxDOTthe Administrative Agent, or allow the claim of TxDOT the Administrative Agent in respect of, any such interest accruing after the date on which such proceeding is commenced. (b) In the event that all or any portion of the Guarantied Obligations are paid by Borrowers, the obligations of Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Secured Party as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guarantied Obligations for all purposes under this Guaranty.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) The obligations of Guarantor under this Guaranty will not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB Contractor the Developer or by any defense which DB Contractor the Developer may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor the Developer becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. (b) Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if said proceedings had not been commenced) will be included in the Guaranteed Obligations because it is the intention of Guarantor and TxDOT that the Guaranteed Obligations should be determined without regard to any rule of law or order which may relieve DB Contractor the Developer of any portion of such Guaranteed Obligations. Guarantor will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person to pay TxDOT, or allow the claim of TxDOT in respect of, any such interest accruing after the date on which such proceeding is commenced.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) So long as any Guarantied Obligations remain outstanding, Guarantor shall not, without the prior written consent of Guarantied Party in accordance with the terms of the Credit Agreement, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency proceedings of or against Company. The obligations of Guarantor under this Guaranty will shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB Contractor Company or by any defense which DB Contractor Company may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, proceeding except as otherwise specifically provided thereby or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guarantytherein. b. (b) Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Guarantied Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Guarantied Obligations if said proceedings had not been commenced) will shall be included in the Guaranteed Guarantied Obligations because it is the intention of Guarantor and TxDOT Beneficiaries that the Guaranteed Guarantied Obligations which are guarantied by Guarantor pursuant to this Guaranty should be determined without regard to any rule of law or order which may relieve DB Contractor Company of any portion of such Guaranteed Guarantied Obligations. Guarantor will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person to pay TxDOTGuarantied Party, or allow the claim of TxDOT Guarantied Party in respect of, any such interest accruing after the date on which such proceeding is commenced. (c) In the event that all or any portion of the Guarantied Obligations are paid by Company, the obligations of Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guarantied Obligations for all purposes under this Guaranty.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) So ------------------------------------------------------------- long as any Guarantied Obligations remain outstanding, Guarantor shall not, without the prior written consent of Guarantied Party acting pursuant to the instructions of Requisite Lenders, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency proceedings of or against Company. The obligations of Guarantor under this Guaranty will shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB Contractor Company or by any defense which DB Contractor Company may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. (b) Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Guarantied Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Guarantied Obligations if said proceedings had not been commenced) will shall be included in the Guaranteed Guarantied Obligations because it is the intention of Guarantor and TxDOT Beneficiaries that the Guaranteed Guarantied Obligations which are guarantied by Guarantor pursuant to this Guaranty should be determined without regard to any rule of law or order which may relieve DB Contractor Company of any portion of such Guaranteed Guarantied Obligations. Guarantor will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person to pay TxDOTGuarantied Party, or allow the claim of TxDOT Guarantied Party in respect of, any such interest accruing after the date on which such proceeding is commenced. (c) In the event that all or any portion of the Guarantied Obligations is paid by Company, the obligations of Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guarantied Obligations for all purposes under this Guaranty.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) So long as any Guarantied Obligations remain outstanding, the Company shall not, without the prior written consent of the Agent in accordance with the terms of this Agreement, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency proceedings of or against Medis. The obligations of Guarantor the Company under this Guaranty will shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB Contractor Medis or by any defense which DB Contractor Medis may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. Guarantor (b) The Company acknowledges and agrees that any interest on any portion of the Guaranteed Guarantied Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Guarantied Obligations if said proceedings had not been commenced) will shall be included in the Guaranteed Guarantied Obligations because it is the intention of Guarantor the Company and TxDOT the Agent that the Guaranteed Guarantied Obligations which are guarantied by the Company pursuant to this Guaranty should be determined without regard to any rule of law or order which may relieve DB Contractor Medis of any portion of such Guaranteed Guarantied Obligations. Guarantor The Company will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person to pay TxDOTthe Agent, or allow the claim of TxDOT the Agent in respect of, any such interest accruing after the date on which such proceeding is commenced. (c) In the event that all or any portion of the Guarantied Obligations are paid by Medis, the obligations of the Company hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Agent or any Bank as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guarantied Obligations for all purposes under this Guaranty.

Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty. a. (a) The obligations of Guarantor under this Guaranty will not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of DB the Maintenance Contractor or by any defense which DB the Maintenance Contractor may have by reason of the order, decree or Texas Department of Transportation EXHIBIT 9 Execution Version Horseshoe Project Page 10 of 11 Capital Maintenance Agreement Ex. 9 – Form of Guaranty decision of any court or administrative body resulting from any such proceeding. TxDOT is not obligated to file any claim relating to the Guaranteed Obligations if DB the Maintenance Contractor becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of TxDOT so to file will not affect Guarantor’s obligations under this Guaranty. b. (b) Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if said proceedings had not been commenced) will be included in the Guaranteed Obligations because it is the intention of Guarantor and TxDOT that the Guaranteed Obligations should be determined without regard to any rule of law or order which may relieve DB the Maintenance Contractor of any portion of such Guaranteed Obligations. Guarantor will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or any similar person to pay TxDOT, or allow the claim of TxDOT in respect of, any such interest accruing after the date on which such proceeding is commenced.