Common use of Grant of Concession Clause in Contracts

Grant of Concession. 2.1.1 Pursuant to the provisions of the Act and subject to the terms and conditions of the CDA Documents, including Section 2.1.8, TxDOT hereby grants to Developer the exclusive right, and Developer accepts the obligation, to finance, develop, design and construct the Project described in Section 1 of the Technical Provisions, and to enter into the Lease in the form attached as Exhibit 3 for the Project and Project Right of Way. 2.1.2 From and after issuance of NTP1, Developer and its authorized Developer- Related Entities shall have the right and license to enter onto Project Right of Way and other lands owned by TxDOT for purposes of carrying out its obligations under this Agreement. 2.1.3 TxDOT and Xxxxxxxxx acknowledge that they have executed two counterparts of the Lease and one counterpart of the Memorandum of Lease and placed them in a neutral escrow for safekeeping pursuant to the Lease Escrow Agreement. Upon the Operating Commencement Date that first occurs, but not before then, and as a ministerial act, TxDOT and Developer shall date the Lease and Memorandum of Lease, obtain acknowledgment of their signatures on the Memorandum of Lease by a Texas notary public, attach all legal descriptions pertaining to the Section for which the first Operating Commencement Date occurs, and each Party shall deliver to the other Party, and the other Party shall accept, the Lease and Memorandum of Lease, whereupon the Lease shall take effect and the right of entry under Section 2.1.2 shall automatically cease to have effect as to the Section for which the first Operating Commencement Date occurs (but continue in effect for all other Sections). Developer, at its expense, shall have the right to record the Memorandum of Lease upon its delivery to Developer, and shall promptly deliver to TxDOT a conformed copy of the Memorandum of Lease bearing all recording information. 2.1.4 Upon the Operating Commencement Date for each additional Section, but not before then, and as a ministerial act, TxDOT and Developer shall date and execute an Amendment to Lease and Amendment to Memorandum of Lease, each in the form attached to this Agreement as Exhibit 3, obtain acknowledgment of their signatures on the Amendment to Memorandum of Lease by a Texas notary public, attach all legal descriptions pertaining to the Section, and each Party shall deliver to the other Party, and the other Party shall accept, the Amendment to Lease and Amendment to Memorandum of Lease, whereupon the Amendment to Lease shall take effect and the right of entry under Section 2.1.2 shall automatically cease to have effect as to each Section that is the subject of the Amendment to Lease (but continue in effect for all other Sections, if any). Developer, at its expense, shall have the right to record the Amendment to Memorandum of Lease upon its delivery to Developer, and shall promptly deliver to TxDOT a conformed copy of the Amendment to Memorandum of Lease bearing all recording information. 2.1.5 Developer shall have the exclusive right and obligation, during the Operating Period for each Section, to use, manage, operate, maintain and repair the applicable Section, and to perform Renewal Work and Upgrades, pursuant to the terms of this Agreement, the other CDA Documents and the Principal Project Documents. 2.1.6 Developer shall have the exclusive right and obligation, for each Project Segment, commencing on the Service Commencement Date for the Project Segment and ending at the end of the Term, to toll the Managed Lanes of the Project Segment pursuant to the terms of this Agreement, the other CDA Documents and the Principal Project Documents. 2.1.7 Developer’s rights granted in this Section 2.1 are limited by and subject to the terms and conditions of the CDA Documents, including the following: 2.1.7.1 Receipt of all Governmental Approvals necessary for the Work to be performed and satisfaction of any requirements applicable under the Governmental Approvals (including the NEPA Approval) for the Work to be performed; and 2.1.7.2 TxDOT’s sole ownership of fee simple title to the Project and Project Right of Way and all improvements constructed thereon, subject to Developer’s Interest, including Developer’s leasehold estate under the Lease. 2.1.8 If and only if TxDOT issues NTP3 under Section 7.7.2.3, all provisions in the CDA Documents regarding the IH 35E Capacity Improvement Section are deemed to be effective as of the effective date of issuance of NTP3; otherwise all such provisions are deemed not to be in effect.

Grant of Concession. 2.1.1 Pursuant to the provisions of the Act Code and the Rules and subject to the terms and conditions of the CDA Documents, including Section 2.1.8, TxDOT hereby grants to Developer the exclusive right, and Developer accepts the obligation, to finance, develop, design and construct the Project Facility described in Section 1 of the Technical Provisions, and to enter into the Lease in the form attached as Exhibit 3 for the Project Facility and Project Facility Right of Way. 2.1.2 From and after issuance of NTP1, Developer and its authorized Developer- Related Entities shall have the right and license to enter onto Project Facility Right of Way and other lands owned by TxDOT for purposes of carrying out its obligations under this Agreement. 2.1.3 TxDOT and Xxxxxxxxx acknowledge that they have executed two counterparts of the Lease and one counterpart counter part of the Memorandum of Lease and placed them in a neutral escrow for safekeeping pursuant to the Lease Escrow Agreement. Upon the Operating Commencement Date that first occursDate, but not before then, and as a ministerial act, TxDOT and Developer shall date the Lease and Memorandum of Lease, obtain acknowledgment of their signatures on the Memorandum of Lease by a Texas notary public, attach all legal descriptions pertaining to the Section for which the first Operating Commencement Date occurs, and each Party shall deliver to the other Party, and the other Party shall accept, the Lease and Memorandum of Lease, whereupon the Lease shall take effect and the right of entry under Section 2.1.2 shall automatically cease to have effect as to the Section for which the first Operating Commencement Date occurs (but continue in effect for all other Sections). Developer, at its expense, shall have the right to record the Memorandum of Lease upon its delivery to Developer, and shall promptly deliver to TxDOT a conformed copy of the Memorandum of Lease bearing all recording information.the 2.1.4 Upon the Operating Commencement Date for each additional Section, but not before then, and as a ministerial act, TxDOT and Developer shall date and execute an Amendment to Lease and Amendment to Memorandum of Lease, each in the form attached to this Agreement as Exhibit 3, obtain acknowledgment of their signatures on the Amendment to Memorandum of Lease by a Texas notary public, attach all legal descriptions pertaining to the Section, and each Party shall deliver to the other Party, and the other Party shall accept, the Amendment to Lease and Amendment to Memorandum of Lease, whereupon the Amendment to Lease shall take effect and the right of entry under Section 2.1.2 shall automatically cease to have effect as to each Section that is the subject of the Amendment to Lease (but continue in effect for all other Sections, if any). Developer, at its expense, shall have the right to record the Amendment to Memorandum of Lease upon its delivery to Developer, and shall promptly deliver to TxDOT a conformed copy of the Amendment to Memorandum of Lease bearing all recording information. 2.1.5 Developer shall have the exclusive right and obligation, during the Operating Period for each SectionPeriod, to use, manage, operate, maintain and repair the applicable SectionFacility, and to perform Renewal Work and Upgrades, pursuant to the terms of the Lease, this Agreement, the other CDA Documents and the Principal Project Facility Documents. 2.1.6 2.1.5 Developer shall have the exclusive right and obligation, for each Project Facility Segment, commencing on the Service Commencement Date for the Project such Facility Segment and ending at the end of the Term, to toll the Managed Lanes of the Project Facility Segment pursuant to the terms of this Agreement, the other CDA Documents and the Principal Project Facility Documents. 2.1.7 2.1.6 Developer’s rights granted in this Section 2.1 are limited by and subject to the terms and conditions of the CDA Documents, including the following: 2.1.7.1 2.1.6.1 Receipt of all Governmental Approvals necessary for the Work to be performed and satisfaction of any requirements applicable under the Governmental Approvals (including the NEPA Approval) for the Work to be performed; and 2.1.7.2 2.1.6.2 TxDOT’s sole ownership of fee simple title to the Project Facility and Project Facility Right of Way and all improvements constructed thereon, subject to Developer’s Interest, including Developer’s leasehold estate under the Lease. 2.1.8 If and only if TxDOT issues NTP3 under Section 7.7.2.3, all provisions in the CDA Documents regarding the IH 35E Capacity Improvement Section are deemed to be effective as of the effective date of issuance of NTP3; otherwise all such provisions are deemed not to be in effect.

Grant of Concession. 2.1.1 Pursuant to the provisions of the Act Code and the Rules and subject to the terms and conditions of the CDA Documents, including Section 2.1.8, TxDOT hereby grants to Developer the exclusive right, and Developer accepts the obligation, to finance, develop, design and construct the Project Facility described in Section 1 of the Technical Provisions, and to enter into the Lease in the form attached as Exhibit 3 for the Project Facility and Project Facility Right of Way. 2.1.2 From and after issuance of NTP1, Developer and its authorized Developer- Related Entities shall have the right and license to enter onto Project Facility Right of Way and other lands owned by TxDOT for purposes of carrying out its obligations under this Agreement. 2.1.3 TxDOT and Xxxxxxxxx acknowledge that they have executed two counterparts of the Lease and one counterpart counter part of the Memorandum of Lease and placed them in a neutral escrow for safekeeping pursuant to the Lease Escrow Agreement. Upon the Operating Commencement Date that first occursDate, but not before then, and as a ministerial act, TxDOT and Developer shall date the Lease and Memorandum of Lease, obtain acknowledgment of their signatures on the Memorandum of Lease by a Texas notary public, attach all legal descriptions pertaining to the Section for which the first Operating Commencement Date occurs, and each Party shall deliver to the other Party, and the other Party shall accept, the Lease and Memorandum of Lease, whereupon the Lease shall take effect and the right of entry under Section 2.1.2 shall automatically cease to have effect as to the Section for which the first Operating Commencement Date occurs (but continue in effect for all other Sections). Developer, at its expense, shall have the right to record the Memorandum of Lease upon its delivery to Developer, and shall promptly deliver to TxDOT a conformed copy of the Memorandum of Lease bearing all recording information.the 2.1.4 Upon the Operating Commencement Date for each additional Section, but not before then, and as a ministerial act, TxDOT and Developer shall date and execute an Amendment to Lease and Amendment to Memorandum of Lease, each in the form attached to this Agreement as Exhibit 3, obtain acknowledgment of their signatures on the Amendment to Memorandum of Lease by a Texas notary public, attach all legal descriptions pertaining to the Section, and each Party shall deliver to the other Party, and the other Party shall accept, the Amendment to Lease and Amendment to Memorandum of Lease, whereupon the Amendment to Lease shall take effect and the right of entry under Section 2.1.2 shall automatically cease to have effect as to each Section that is the subject of the Amendment to Lease (but continue in effect for all other Sections, if any). Developer, at its expense, shall have the right to record the Amendment to Memorandum of Lease upon its delivery to Developer, and shall promptly deliver to TxDOT a conformed copy of the Amendment to Memorandum of Lease bearing all recording information. 2.1.5 Developer shall have the exclusive right and obligation, during the Operating Period for each SectionPeriod, to use, manage, operate, maintain and repair the applicable SectionFacility, and to perform Renewal Work and Upgrades, pursuant to the terms of the Lease, this Agreement, the other CDA Documents and the Principal Project Facility Documents. 2.1.6 2.1.5 Developer shall have the exclusive right and obligation, for each Project Facility Segment, commencing on the Service Commencement Date for the Project such Facility Segment and ending at the end of the Term, to toll the Managed Lanes of the Project Facility Segment pursuant to the terms of this Agreement, the other CDA Documents and the Principal Project Facility Documents. 2.1.7 2.1.6 Developer’s rights granted in this Section 2.1 are limited by and subject to the terms and conditions of the CDA Documents, including the following: 2.1.7.1 2.1.6.1 Receipt of all Governmental Approvals necessary for the Work to be performed and satisfaction of any requirements applicable under the Governmental Approvals (including the NEPA Approval) for the Work to be performed; and 2.1.7.2 2.1.6.2 TxDOT’s sole ownership of fee simple title to the Project Facility and Project Facility Right of Way and all improvements constructed thereon, subject to Developer’s Interest, including Developer’s leasehold estate under the Lease. 2.1.8 If and only if TxDOT issues NTP3 under Section 7.7.2.3, all provisions in the CDA Documents regarding the IH 35E Capacity Improvement Section are deemed to be effective as of the effective date of issuance of NTP3; otherwise all such provisions are deemed not to be in effect.

Grant of Concession. 2.1.1 Pursuant to the provisions of the Act Code and the Rules and subject to the terms and conditions of the CDA Documents, including Section 2.1.8, TxDOT hereby grants to Developer the exclusive right, and Developer accepts the obligation, to finance, develop, design and construct the Project described in Section 1 of the Technical Provisions, and to enter into the Lease in the form attached as Exhibit 3 for the Project and Project Right of Way.Facility 2.1.2 From and after issuance of NTP1, Developer and its authorized Developer- Related Entities shall have the right and license to enter onto Project Facility Right of Way and other lands owned by TxDOT for purposes of carrying out its obligations under this Agreement. 2.1.3 TxDOT and Xxxxxxxxx acknowledge that they have executed two counterparts of the Lease and one counterpart counter part of the Memorandum of Lease and placed them in a neutral escrow for safekeeping pursuant to the Lease Escrow Agreement. Upon the Operating Commencement Date that first occursDate, but not before then, and as a ministerial act, TxDOT and Developer shall date the Lease and Memorandum of Lease, obtain acknowledgment of their signatures on the Memorandum of Lease by a Texas notary public, attach all legal descriptions pertaining to the Section for which the first Operating Commencement Date occurs, Facility and each Party shall deliver to the other Party, and the other Party shall accept, the Lease and Memorandum of Lease, whereupon the Lease shall take effect and the right of entry under Section 2.1.2 shall automatically cease to have effect as to the Section for which the first Operating Commencement Date occurs (but continue in effect for all other Sections)effect. Developer, at its expense, shall have the right to record the Memorandum of Lease upon its delivery to Developer, and shall promptly deliver to TxDOT a conformed copy of the Memorandum of Lease bearing all recording information. 2.1.4 Upon the Operating Commencement Date for each additional Section, but not before then, and as a ministerial act, TxDOT and Developer shall date and execute an Amendment to Lease and Amendment to Memorandum of Lease, each in the form attached to this Agreement as Exhibit 3, obtain acknowledgment of their signatures on the Amendment to Memorandum of Lease by a Texas notary public, attach all legal descriptions pertaining to the Section, and each Party shall deliver to the other Party, and the other Party shall accept, the Amendment to Lease and Amendment to Memorandum of Lease, whereupon the Amendment to Lease shall take effect and the right of entry under Section 2.1.2 shall automatically cease to have effect as to each Section that is the subject of the Amendment to Lease (but continue in effect for all other Sections, if any). Developer, at its expense, shall have the right to record the Amendment to Memorandum of Lease upon its delivery to Developer, and shall promptly deliver to TxDOT a conformed copy of the Amendment to Memorandum of Lease bearing all recording information. 2.1.5 Developer shall have the exclusive right and obligation, during the Operating Period for each SectionPeriod, to use, manage, operate, maintain and repair the applicable SectionFacility, and to perform Renewal Work and Upgrades, pursuant to the terms of the Lease, this Agreement, the other CDA Documents and the Principal Project Facility Documents. 2.1.6 2.1.5 Developer shall have the exclusive right and obligation, for each Project Segment, commencing on the Service Commencement Date for the Project Segment and ending at the end of the Term, to toll the Managed Lanes of the Project Segment pursuant to the terms of the Lease, this Agreement, the other CDA Documents and the Principal Project Facility Documents. 2.1.7 2.1.6 Developer’s rights granted in this Section 2.1 are limited by and subject to the terms and conditions of the CDA Documents, including the following: 2.1.7.1 2.1.6.1 Receipt of all Governmental Approvals necessary for the Work to be performed and satisfaction of any requirements applicable under the Governmental Approvals (including the NEPA Approval) for the Work to be performed; and 2.1.7.2 2.1.6.2 TxDOT’s sole ownership of fee simple title to the Project Facility and Project Facility Right of Way and all improvements constructed thereon, subject to Developer’s Interest, including Developer’s leasehold estate under the Lease. 2.1.8 If and only if TxDOT issues NTP3 under Section 7.7.2.3, all provisions in the CDA Documents regarding the IH 35E Capacity Improvement Section are deemed to be effective as of the effective date of issuance of NTP3; otherwise all such provisions are deemed not to be in effect.

Grant of Concession. 2.1.1 Pursuant to the provisions of the Act PPP Law and subject to the terms and conditions of the CDA Contract Documents, including Section 2.1.8, TxDOT the Department hereby grants to Developer the exclusive right, and Developer accepts the obligation, to finance, develop, design design, construct and construct finance the Project described in Section 1 of the Technical Provisions, and to enter into the Lease in the form attached as Exhibit 3 for the Project and Project Right of WayAppendix 3. 2.1.2 From and after issuance of NTP1, Developer and its authorized Developer- Related Entities shall have the right and license to enter onto Project Right of Way and other adjacent lands owned by TxDOT the Department, the Presidio Trust or other governmental agencies for purposes of carrying out its obligations under this Agreement. Notwithstanding the foregoing, Developer shall be responsible for compliance with the terms and provisions of the Presidio Trust Right of Entry Agreement and the Programmatic Agreement, including paying all applicable charges and related fees charged or obtaining all consents or approvals for access by any Developer-Related Entity to the Project Right of Way to perform any Work required under this Agreement. The Department and SFCTA shall provide reasonable assistance to 2.1.3 Developer shall have the exclusive right and obligation, during the Operating Period, to use, manage, operate, maintain and repair the Project, and to perform Renewal Work and Upgrades, pursuant to the terms of the Presidio Right of Entry Agreement, the Programmatic Agreement, this Agreement, the other Contract Documents, and the Principal Developer Documents. 2.1.3 TxDOT 2.1.4 Department and Xxxxxxxxx Developer acknowledge that they have executed two counterparts of the Lease and one counterpart of the Memorandum of Lease and placed them in a neutral escrow for safekeeping pursuant to the Lease Escrow Agreement. Upon the commencement of the Operating Commencement Date that first occurs, but not before thenPeriod, and as a ministerial act, TxDOT Department and Developer shall date the Lease and Memorandum of Lease, obtain acknowledgment of their signatures on the Memorandum of Lease by a Texas California notary public, attach all legal descriptions pertaining to the Section Project Right of Way, excluding all air space, surface rights and subsurface rights within the horizontal limits of the Project Right of Way not required for which operation and maintenance of the first Operating Commencement Date occursProject, and each Party shall deliver to the other Party, and the other Party shall accept, the Lease and Memorandum of Lease. Thereupon, whereupon the Lease shall take effect and the right of entry under Section 2.1.2 shall automatically cease to have effect as to the Section for which the first Operating Commencement Date occurs (but continue in effect for all other Sections). Developer, at its expense, shall have the right to record the Memorandum of Lease upon its delivery to Developer, and shall promptly deliver to TxDOT a conformed copy of the Memorandum of Lease bearing all recording information. 2.1.4 Upon the Operating Commencement Date for each additional obligation under Section, but not before then, and as a ministerial act, TxDOT and Developer shall date and execute an Amendment to Lease and Amendment to Memorandum of Lease, each in the form attached to this Agreement as Exhibit 3, obtain acknowledgment of their signatures on the Amendment to Memorandum of Lease by a Texas notary public, attach all legal descriptions pertaining to the Section, and each Party shall deliver to the other Party, and the other Party shall accept, the Amendment to Lease and Amendment to Memorandum of Lease, whereupon the Amendment to Lease shall take effect and the right of entry under Section 2.1.2 shall automatically cease to have effect as to each Section that is the subject of the Amendment to Lease (but continue in effect for all other Sections, if any). Developer, at its expense, shall have the right to record the Amendment to Memorandum of Lease upon its delivery to Developer, and shall promptly deliver to TxDOT a conformed copy of the Amendment to Memorandum of Lease bearing all recording information. 2.1.5 Developer shall have the exclusive right and obligation, during the Operating Period for each Section, to use, manage, operate, maintain and repair the applicable Section, and to perform Renewal Work and Upgrades, pursuant to the terms of this Agreement, the other CDA Documents and the Principal Project Documents. 2.1.6 Developer shall have the exclusive right and obligation, for each Project Segment, commencing on the Service Commencement Date for the Project Segment and ending at the end of the Term, to toll the Managed Lanes of the Project Segment pursuant to the terms of this Agreement, the other CDA Documents and the Principal Project Documents. 2.1.7 Developer’s rights granted in this Section 2.1 are limited by and subject to the terms and conditions of the CDA Documents, including the following: 2.1.7.1 Receipt of all Governmental Approvals necessary for the Work to be performed and satisfaction of any requirements applicable under the Governmental Approvals (including the NEPA Approval) for the Work to be performed; and 2.1.7.2 TxDOT’s sole ownership of fee simple title to the Project and Project Right of Way and all improvements constructed thereon, subject to Developer’s Interest, including Developer’s leasehold estate under the Lease. 2.1.8 If and only if TxDOT issues NTP3 under Section 7.7.2.3, all provisions in the CDA Documents regarding the IH 35E Capacity Improvement Section are deemed to be effective as of the effective date of issuance of NTP3; otherwise all such provisions are deemed not to be in effect.

Grant of Concession. 2.1.1 Pursuant to the provisions of the Act Section 143 and subject to the terms and conditions of the CDA Contract Documents, including Section 2.1.8, TxDOT the Department hereby grants to Developer the exclusive right, and Developer accepts the obligation, (a) to finance, develop, design design, construct and construct finance the Project described in Section 1 of Phase II Construction, (b) to use, manage, operate, maintain and repair the Technical ProvisionsProject, and to perform Renewal Work and Upgrades, and (c) to enter into the Lease in the form attached as Exhibit 3 for the Project and Project Right of WayAppendix 3. 2.1.2 From and after issuance of NTP1Subject to Section 4.4, the Department grants to Developer and its authorized Developer- Related Entities shall have the right and license to enter onto Project Right of Way and certain other adjacent lands owned by TxDOT the Department, the Presidio Trust or other Governmental Entities for purposes of carrying out its obligations under this Agreement. Notwithstanding the foregoing, Developer shall be responsible for compliance with the terms and provisions of the Presidio Trust Right of Entry Agreement and the Programmatic Agreement, including paying all applicable charges and related fees and obtaining all consents or approvals for access by any Developer-Related Entity to the Project Right of Way to perform any Work required under this Agreement. The Department shall, and shall cause the Authority to, provide reasonable assistance in accordance with Section 3.2.3 to Developer in obtaining the necessary consents or approvals required to access lands owned by the Presidio Trust or other Governmental Entities as required pursuant to the Presidio Trust Right of Entry Agreement and the Programmatic Agreement for purposes of carrying out the Developer’s responsibilities under this Agreement. 2.1.3 TxDOT and Xxxxxxxxx acknowledge that they have executed two counterparts of the Lease and one counterpart of the Memorandum of Lease and placed them in a neutral escrow for safekeeping pursuant to the Lease Escrow Agreement. Upon the Operating Commencement Date that first occurs, but not before thenSubstantial Completion Date, and as a ministerial act, TxDOT the Department and Developer shall date the Lease and Memorandum of Lease, obtain acknowledgment attach the survey description of their signatures on the Memorandum permanent boundaries of Lease by a Texas notary publicthe Project Right of Way prepared pursuant to Section 4.4.3, attach excluding all legal descriptions pertaining to the Section for which the first Operating Commencement Date occursAirspace, and each Party shall execute and deliver to the other Party, and the other Party shall accept, the Lease and Memorandum of Lease. Thereupon, whereupon the Lease shall take effect effect, and the right of entry under Section 2.1.2 shall automatically cease to have effect as to the Section for which the first Operating Commencement Date occurs (but the obligation under Section 2.1.2 to comply with the terms and provisions of the Presidio Trust Right of Entry Agreement shall continue in effect for all other Sectionsfull force and effect). Developer, at its expense, Neither the Lease nor a memorandum thereof shall have the right to record the Memorandum of Lease upon its delivery to Developer, and shall promptly deliver to TxDOT a conformed copy of the Memorandum of Lease bearing all recording informationbe recorded. 2.1.4 Upon the Operating Commencement Date for each additional Section, but not before then, and as a ministerial act, TxDOT and Developer shall date and execute an Amendment to Lease and Amendment to Memorandum of Lease, each in the form attached to this Agreement as Exhibit 3, obtain acknowledgment of their signatures on the Amendment to Memorandum of Lease by a Texas notary public, attach all legal descriptions pertaining to the Section, and each Party shall deliver to the other Party, and the other Party shall accept, the Amendment to Lease and Amendment to Memorandum of Lease, whereupon the Amendment to Lease shall take effect and the right of entry under Section 2.1.2 shall automatically cease to have effect as to each Section that is the subject of the Amendment to Lease (but continue in effect for all other Sections, if any). Developer, at its expense, shall have the right to record the Amendment to Memorandum of Lease upon its delivery to Developer, and shall promptly deliver to TxDOT a conformed copy of the Amendment to Memorandum of Lease bearing all recording information. 2.1.5 Developer shall have the exclusive right and obligation, during the Operating Period for each Section, to use, manage, operate, maintain and repair the applicable Section, and to perform Renewal Work and Upgrades, pursuant to the terms of this Agreement, the other CDA Documents and the Principal Project Documents. 2.1.6 Developer shall have the exclusive right and obligation, for each Project Segment, commencing on the Service Commencement Date for the Project Segment and ending at the end of the Term, to toll the Managed Lanes of the Project Segment pursuant to the terms of this Agreement, the other CDA Documents and the Principal Project Documents. 2.1.7 Developer’s rights granted in this Section 2.1 are limited by and subject to the terms and conditions of the CDA Contract Documents, including the following: 2.1.7.1 Receipt of all Governmental Approvals necessary for the Work to be performed and satisfaction of any requirements applicable under the Governmental Approvals (including the NEPA Approval) for the Work to be performed; and 2.1.7.2 TxDOTDepartment’s sole ownership of fee simple title to the Project and the Department’s, the Presidio Trust’s and other Governmental Entities’ ownership of the Project Right of Way and all improvements constructed thereonWay, subject to Developer’s Interest, Interest including Developer’s leasehold estate under the Lease. 2.1.8 If and only if TxDOT issues NTP3 under Section 7.7.2.3, all provisions in the CDA Documents regarding the IH 35E Capacity Improvement Section are deemed to be effective as of the effective date of issuance of NTP3; otherwise all such provisions are deemed not to be in effect.

Grant of Concession. 2.1.1 Pursuant to the provisions of the Act Code and the Rules and subject to the terms and conditions of the CDA Documents, including Section 2.1.8, TxDOT hereby grants to Developer the exclusive right, and Developer accepts the obligation, to finance, develop, design and construct the Project described in Section 1 of the Technical Provisions, and to enter into the Lease in the form attached as Exhibit 3 for the Project and Project Right of Way.Facility 2.1.2 From and after issuance of NTP1, Developer and its authorized Developer- Related Entities shall have the right and license to enter onto Project Facility Right of Way and other lands owned by TxDOT for purposes of carrying out its obligations under this Agreement. 2.1.3 TxDOT and Xxxxxxxxx Developer acknowledge that they have executed two counterparts of the Lease and one counterpart counter part of the Memorandum of Lease and placed them in a neutral escrow for safekeeping pursuant to the Lease Escrow Agreement. Upon the Operating Commencement Date that first occursDate, but not before then, and as a ministerial act, TxDOT and Developer shall date the Lease and Memorandum of Lease, obtain acknowledgment of their signatures on the Memorandum of Lease by a Texas notary public, attach all legal descriptions pertaining to the Section for which the first Operating Commencement Date occurs, Facility and each Party shall deliver to the other Party, and the other Party shall accept, the Lease and Memorandum of Lease, whereupon the Lease shall take effect and the right of entry under Section 2.1.2 shall automatically cease to have effect as to the Section for which the first Operating Commencement Date occurs (but continue in effect for all other Sections)effect. Developer, at its expense, shall have the right to record the Memorandum of Lease upon its delivery to Developer, and shall promptly deliver to TxDOT a conformed copy of the Memorandum of Lease bearing all recording information. 2.1.4 Upon the Operating Commencement Date for each additional Section, but not before then, and as a ministerial act, TxDOT and Developer shall date and execute an Amendment to Lease and Amendment to Memorandum of Lease, each in the form attached to this Agreement as Exhibit 3, obtain acknowledgment of their signatures on the Amendment to Memorandum of Lease by a Texas notary public, attach all legal descriptions pertaining to the Section, and each Party shall deliver to the other Party, and the other Party shall accept, the Amendment to Lease and Amendment to Memorandum of Lease, whereupon the Amendment to Lease shall take effect and the right of entry under Section 2.1.2 shall automatically cease to have effect as to each Section that is the subject of the Amendment to Lease (but continue in effect for all other Sections, if any). Developer, at its expense, shall have the right to record the Amendment to Memorandum of Lease upon its delivery to Developer, and shall promptly deliver to TxDOT a conformed copy of the Amendment to Memorandum of Lease bearing all recording information. 2.1.5 Developer shall have the exclusive right and obligation, during the Operating Period for each SectionPeriod, to use, manage, operate, maintain and repair the applicable SectionFacility, and to perform Renewal Work and Upgrades, pursuant to the terms of the Lease, this Agreement, the other CDA Documents and the Principal Project Facility Documents. 2.1.6 2.1.5 Developer shall have the exclusive right and obligation, for each Project Facility Segment, commencing on the Service Commencement Date for the Project such Facility Segment and ending at the end of the Term, to toll the Managed Lanes of the Project Facility Segment pursuant to the terms of this Agreement, the other CDA Documents and the Principal Project Facility Documents. 2.1.7 2.1.6 Developer’s rights granted in this Section 2.1 are limited by and subject to the terms and conditions of the CDA Documents, including the following: 2.1.7.1 2.1.6.1 Receipt of all Governmental Approvals necessary for the Work to be performed and satisfaction of any requirements applicable under the Governmental Approvals (including the NEPA Approval) for the Work to be performed; and 2.1.7.2 2.1.6.2 TxDOT’s sole ownership of fee simple title to the Project Facility and Project Facility Right of Way and all improvements constructed thereon, subject to Developer’s Interest, including Developer’s leasehold estate under the Lease. 2.1.8 If and only if TxDOT issues NTP3 under Section 7.7.2.3, all provisions in the CDA Documents regarding the IH 35E Capacity Improvement Section are deemed to be effective as of the effective date of issuance of NTP3; otherwise all such provisions are deemed not to be in effect.

Grant of Concession. 2.1.1 Pursuant to the provisions of the Act and subject to the terms and conditions of the CDA Documents, including Section 2.1.8, TxDOT hereby grants to Developer the exclusive right, and Developer accepts the obligation, to finance, develop, design and construct the Project described in Section 1 of the Technical Provisions, and to enter into the Lease in the form attached as Exhibit 3 for the Project and Project Right of Way. 2.1.2 From and after issuance of NTP1, Developer and its authorized Developer- Related Entities shall have the right and license to enter onto Project Right of Way and other lands owned by TxDOT for purposes of carrying out its obligations under this Agreement. 2.1.3 TxDOT and Xxxxxxxxx acknowledge that they have executed two counterparts of the Lease and one counterpart of the Memorandum of Lease and placed them in a neutral escrow for safekeeping pursuant to the Lease Escrow Agreement. Upon the Operating Commencement Date that first occurs, but not before then, and as a ministerial act, TxDOT and Developer shall date the Lease and Memorandum of Lease, obtain acknowledgment of their signatures on the Memorandum of Lease by a Texas notary public, attach all legal descriptions pertaining to the Section for which the first Operating Commencement Date occurs, and each Party shall deliver to the other Party, and the other Party shall accept, the Lease and Memorandum of Lease, whereupon the Lease shall take effect and the right of entry under Section 2.1.2 shall automatically cease to have effect as to the Section for which the first Operating Commencement Date occurs (but continue in effect for all other Sections). Developer, at its expense, shall have the right to record the Memorandum of Lease upon its delivery to Developer, and shall promptly deliver to TxDOT a conformed copy of the Memorandum of Lease bearing all recording information. 2.1.4 Upon the Operating Commencement Date for each additional Section, but not before then, and as a ministerial act, TxDOT and Developer shall date and execute an Amendment to Lease and Amendment to Memorandum of Lease, each in the form attached to this Agreement as Exhibit 3, obtain acknowledgment of their signatures on the Amendment to Memorandum of Lease by a Texas notary public, attach all legal descriptions pertaining to the Section, and each Party shall deliver to the other Party, and the other Party shall accept, the Amendment to Lease and Amendment to Memorandum of Lease, whereupon the Amendment to Lease shall take effect and the right of entry under Section 2.1.2 shall automatically cease to have effect as to each Section that is the subject of the Amendment to Lease (but continue in effect for all other Sections, if any). Developer, at its expense, shall have the right to record the Amendment to Memorandum of Lease upon its delivery to Developer, and shall promptly deliver to TxDOT a conformed copy of the Amendment to Memorandum of Lease bearing all recording information. 2.1.5 Developer shall have the exclusive right and obligation, as lessee under the Lease, during the Operating Period for each Section, to use, manage, operate, maintain and repair the applicable Section, and to perform Renewal Work and Upgrades, pursuant to the terms of the Lease, this Agreement, the other CDA Documents and the Principal Project Documents. 2.1.6 Developer shall have the exclusive right and obligation, for each Project Toll Segment, commencing on the Service Commencement Date for the Project Toll Segment and ending at the end of the Term, to toll the Managed Lanes of the Project Toll Segment pursuant to the terms of the Lease, this Agreement, the other CDA Documents and the Principal Project Documents. 2.1.7 Developer’s rights granted in this Section 2.1 are limited by and subject to the terms and conditions of the CDA Documents, including the following: 2.1.7.1 Receipt of all Governmental Approvals necessary for the Work to be performed and satisfaction of any requirements applicable under the Governmental Approvals (including the NEPA Approval) for the Work to be performed; and 2.1.7.2 TxDOT’s sole ownership of fee simple title to the Project and Project Right of Way and all improvements constructed thereon, subject to Developer’s Interest, including Developer’s leasehold estate under the Lease. 2.1.8 If and only if TxDOT issues NTP3 under Section 7.7.2.3, all provisions in the CDA Documents regarding the IH 35E Capacity Improvement Section are deemed to be effective as of the effective date of issuance of NTP3; otherwise all such provisions are deemed not to be in effect.

Grant of Concession. 2.1.1 Pursuant to the provisions of the Act and subject to the terms and conditions of the CDA Documents, including Section 2.1.8, TxDOT hereby grants to Developer the exclusive right, and Developer accepts the obligation, to finance, develop, design and construct the Project described in Section 1 of the Technical Provisions, and to enter into the Lease in the form attached as Exhibit 3 for the Project and Project Right of Way. 2.1.2 From and after issuance of NTP1, Developer and its authorized Developer- Related Entities shall have the right and license to enter onto Project Right of Way and other lands owned by TxDOT for purposes of carrying out its obligations under this Agreement. 2.1.3 TxDOT and Xxxxxxxxx acknowledge that they have executed two counterparts of the Lease and one counterpart of the Memorandum of Lease and placed them in a neutral escrow for safekeeping pursuant to the Lease Escrow Agreement. Upon the Operating Commencement Date that first occurs, but not before then, and as a ministerial act, TxDOT and Developer shall date the Lease and Memorandum of Lease, obtain acknowledgment of their signatures on the Memorandum of Lease by a Texas notary public, attach all legal descriptions pertaining to the Section for which the first Operating Commencement Date occurs, and each Party shall deliver to the other Party, and the other Party shall accept, the Lease and Memorandum of Lease, whereupon the Lease shall take effect and the right of entry under Section 2.1.2 shall automatically cease to have effect as to the Section for which the first Operating Commencement Date occurs (but continue in effect for all other Sections). Developer, at its expense, shall have the right to record the Memorandum of Lease upon its delivery to Developer, and shall promptly deliver to TxDOT a conformed copy of the Memorandum of Lease bearing all recording information. 2.1.4 Upon the Operating Commencement Date for each additional Section, but not before then, and as a ministerial act, TxDOT and Developer shall date and execute an Amendment to Lease and Amendment to Memorandum of Lease, each in the form attached to this Agreement as Exhibit 3, obtain acknowledgment of their signatures on the Amendment to Memorandum of Lease by a Texas notary public, attach all legal descriptions pertaining to the Section, and each Party shall deliver to the other Party, and the other Party shall accept, the Amendment to Lease and Amendment to Memorandum of Lease, whereupon the Amendment to Lease shall take effect and the right of entry under Section 2.1.2 shall automatically cease to have effect as to each Section that is the subject of the Amendment to Lease (but continue in effect for all other Sections, if any). Developer, at its expense, shall have the right to record the Amendment to Memorandum of Lease upon its delivery to Developer, and shall promptly deliver to TxDOT a conformed copy of the Amendment to Memorandum of Lease bearing all recording information. 2.1.5 Developer shall have the exclusive right and obligation, as lessee under the Lease, during the Operating Period for each Section, to use, manage, operate, maintain and repair the applicable Section, and to perform Renewal Work and Upgrades, pursuant to the terms of the Lease, this Agreement, the other CDA Documents and the Principal Project Documents. 2.1.6 Developer shall have the exclusive right and obligation, for each Project Toll Segment, commencing on the Service Commencement Date for the Project Toll Segment and ending at the end of the Term, to toll the Managed Lanes of the Project Toll Segment pursuant to the terms of the Lease, this Agreement, the other CDA Documents and the Principal Project Documents. 2.1.7 Developer’s rights granted in this Section 2.1 are limited by and subject to the terms and conditions of the CDA Documents, including the following: 2.1.7.1 Receipt of all Governmental Approvals necessary for the Work to be performed and satisfaction of any requirements applicable under the Governmental Approvals (including the NEPA Approval) for the Work to be performed; and 2.1.7.2 TxDOT’s sole ownership of fee simple title to the Project and Project Right of Way and all improvements constructed thereon, subject to Developer’s Interest, including Developer’s leasehold estate under the Lease. 2.1.8 If and only if TxDOT issues NTP3 under Section 7.7.2.3, all provisions in the CDA Documents regarding the IH 35E Capacity Improvement Section are deemed to be effective as of the effective date of issuance of NTP3; otherwise all such provisions are deemed not to be in effect.

Grant of Concession. 2.1.1 Pursuant to the provisions of the Act Code and the Rules and subject to the terms and conditions of the CDA Documents, including Section 2.1.8, TxDOT hereby grants to Developer the exclusive right, and Developer accepts the obligation, to finance, develop, design and construct the Project Facility described in Section 1 of the Technical Provisions, and to enter into the Lease in the form attached as Exhibit 3 for the Project Facility and Project Facility Right of Way. 2.1.2 From and after issuance of NTP1, Developer and its authorized Developer- Related Entities shall have the right and license to enter onto Project Facility Right of Way and other lands owned by TxDOT for purposes of carrying out its obligations under this Agreement. 2.1.3 Concurrently with the Effective Date, TxDOT and Xxxxxxxxx acknowledge that they Developer have executed two counterparts of the Lease and one counterpart of the Memorandum of Lease and placed them in a neutral escrow for safekeeping pursuant to the Lease Escrow Agreement. Upon the Operating Commencement Date that first occursDate, but not before then, and as a ministerial act, TxDOT and Developer shall date the Lease and Memorandum of Lease, obtain acknowledgment of their signatures on the Memorandum of Lease by a Texas notary public, attach all legal descriptions pertaining to the Section for which the first Operating Commencement Date occurs, Facility and each Party shall deliver to the other Party, and the other Party shall accept, the Lease and Memorandum of Lease, whereupon the Lease it shall take effect and the right of entry under Section 2.1.2 shall automatically cease to have effect as to the Section for which the first Operating Commencement Date occurs (but continue in effect for all other Sections). Developer, at its expense, shall have the right to record the Memorandum of Lease upon its delivery to Developer, and shall promptly deliver to TxDOT a conformed copy of the Memorandum of Lease bearing all recording informationeffect. 2.1.4 Upon the Operating Commencement Date for each additional Section, but not before then, and as a ministerial act, TxDOT and Developer shall date and execute an Amendment to Lease and Amendment to Memorandum of Lease, each in the form attached to this Agreement as Exhibit 3, obtain acknowledgment of their signatures on the Amendment to Memorandum of Lease by a Texas notary public, attach all legal descriptions pertaining to the Section, and each Party shall deliver to the other Party, and the other Party shall accept, the Amendment to Lease and Amendment to Memorandum of Lease, whereupon the Amendment to Lease shall take effect and the right of entry under Section 2.1.2 shall automatically cease to have effect as to each Section that is the subject of the Amendment to Lease (but continue in effect for all other Sections, if any). Developer, at its expense, shall have the right to record the Amendment to Memorandum of Lease upon its delivery to Developer, and shall promptly deliver to TxDOT a conformed copy of the Amendment to Memorandum of Lease bearing all recording information. 2.1.5 Developer shall have the exclusive right and obligation, during the Operating Period for each SectionPeriod, to use, manage, operate, maintain and repair the applicable SectionFacility, and to perform Renewal Work and Upgrades, pursuant to the terms of the Lease, this Agreement, the other CDA Documents and the Principal Project Facility Documents. 2.1.6 2.1.5 Developer shall have the exclusive right and obligation, for each Project Segment, commencing on the Service Commencement Date for the Project Segment and ending at the end of the Term, to toll the Managed Lanes of the Project Segment pursuant to the terms of the Lease, this Agreement, the other CDA Documents and the Principal Project Facility Documents. 2.1.7 2.1.6 Developer’s rights granted in this Section 2.1 are limited by and subject to the terms and conditions of the CDA Documents, including the following: 2.1.7.1 2.1.6.1 Receipt of all Governmental Approvals necessary for the Work to be performed and satisfaction of any requirements applicable under the Governmental Approvals (including the NEPA Approval) for the Work to be performed; and 2.1.7.2 2.1.6.2 TxDOT’s sole ownership of fee simple title to the Project Facility and Project Facility Right of Way and all improvements constructed thereon, subject to Developer’s Interest, including Developer’s leasehold estate under the Lease. 2.1.8 If and only if TxDOT issues NTP3 under Section 7.7.2.3, all provisions in the CDA Documents regarding the IH 35E Capacity Improvement Section are deemed to be effective as of the effective date of issuance of NTP3; otherwise all such provisions are deemed not to be in effect.

Grant of Concession. 2.1.1 Pursuant to the provisions of the Act and subject to the terms and conditions of the CDA Documents, including Section 2.1.8, TxDOT hereby grants to Developer the exclusive right, and Developer accepts the obligation, to finance, develop, design and construct the Project described in Section 1 of the Technical Provisions, and to enter into the Lease in the form attached as Exhibit 3 for the Project and Project Right of Way. 2.1.2 From and after issuance of NTP1, Developer and its authorized Developer- Related Entities shall have the right and license to enter onto Project Right of Way and other lands owned by TxDOT for purposes of carrying out its obligations under this Agreement. 2.1.3 TxDOT and Xxxxxxxxx acknowledge that they have executed two counterparts of the Lease and one counterpart of the Memorandum of Lease and placed them in a neutral escrow for safekeeping pursuant to the Lease Escrow Agreement. Upon the Operating Commencement Date that first occurs, but not before then, and as a ministerial act, TxDOT and Developer shall date the Lease and Memorandum of Lease, obtain acknowledgment of their signatures on the Memorandum of Lease by a Texas notary public, attach all legal descriptions pertaining to the Section for which the first Operating Commencement Date occurs, and each Party shall deliver to the other Party, and the other Party shall accept, the Lease and Memorandum of Lease, whereupon the Lease shall take effect and the right of entry under Section 2.1.2 shall automatically cease to have effect as to the Section for which the first Operating Commencement Date occurs (but continue in effect for all other Sections). Developer, at its expense, shall have the right to record the Memorandum of Lease upon its delivery to Developer, and shall promptly deliver to TxDOT a conformed copy of the Memorandum of Lease bearing all recording information. 2.1.4 Upon the Operating Commencement Date for each additional Section, but not before then, and as a ministerial act, TxDOT and Developer shall date and execute an Amendment to Lease and Amendment to Memorandum of Lease, each in the form attached to this Agreement as Exhibit 3, obtain acknowledgment of their signatures on the Amendment to Memorandum of Lease by a Texas notary public, attach all legal descriptions pertaining to the Section, and each Party shall deliver to the other Party, and the other Party shall accept, the Amendment to Lease and Amendment to Memorandum of Lease, whereupon the Amendment to Lease shall take effect and the right of entry under Section 2.1.2 shall automatically cease to have effect as to each Section that is the subject of the Amendment to Lease (but continue in effect for all other Sections, if any). Developer, at its expense, shall have the right to record the Amendment to Memorandum of Lease upon its delivery to Developer, and shall promptly deliver to TxDOT a conformed copy of the Amendment to Memorandum of Lease bearing all recording information. 2.1.5 Developer shall have the exclusive right and obligation, during the Operating Period for each Section, to use, manage, operate, maintain and repair the applicable Section, and to perform Renewal Work and Upgrades, pursuant to the terms of this Agreement, the other CDA Documents and the Principal Project Documents. 2.1.6 Developer shall have the exclusive right and obligation, for each Project Segment, commencing on the Service Commencement Date for the Project Segment and ending at the end of the Term, to toll the Managed Lanes of the Project Segment pursuant to the terms of this Agreement, the other CDA Documents and the Principal Project Documents. 2.1.7 Developer’s rights granted in this Section 2.1 are limited by and subject to the terms and conditions of the CDA Documents, including the following: 2.1.7.1 Receipt of all Governmental Approvals necessary for the Work to be performed and satisfaction of any requirements applicable under the Governmental Approvals (including the NEPA Approval) for the Work to be performed; and 2.1.7.2 TxDOT’s sole ownership of fee simple title to the Project and Project Right of Way and all improvements constructed thereon, subject to Developer’s Interest, including Developer’s leasehold estate under the Lease. 2.1.8 If and only if TxDOT issues NTP3 under Section 7.7.2.3, all provisions in the CDA Documents regarding the IH 35E Capacity Improvement Section are deemed to be effective as of the effective date of issuance of NTP3; otherwise all such provisions are deemed not to be in effect.

Grant of Concession. 2.1.1 Pursuant to the provisions of the Act Section 143 and subject to the terms and conditions of the CDA Contract Documents, including Section 2.1.8, TxDOT the Department hereby grants to Developer the exclusive right, and Developer accepts the obligation, (a) to finance, develop, design design, construct and construct finance the Project described in Section 1 of Phase II Construction, (b) to use, manage, operate, maintain and repair the Technical ProvisionsProject, and to perform Renewal Work and Upgrades, and (c) to enter into the Lease in the form attached as Exhibit 3 for the Project and Project Right of WayAppendix 3. 2.1.2 From and after issuance of NTP1Subject to Section 4.4, the Department grants to Developer and its authorized Developer- Related Entities shall have the right and license to enter onto Project Right of Way and certain other adjacent lands owned by TxDOT the Department, the Presidio Trust or other Governmental Entities for purposes of carrying out its obligations under this Agreement. Notwithstanding the foregoing, Developer shall be responsible for compliance with the terms and provisions of the Presidio Trust Right of Entry Agreement and the Programmatic Agreement, including paying all applicable charges and related fees and obtaining all consents or approvals for access by any Developer-Related Entity to the Project Right of Way to perform any Work required under this Agreement. The Department shall, and shall cause the Authority to, provide reasonable assistance in accordance with Section 3.2.3 to Developer in obtaining the necessary consents or approvals required to access lands owned by the Presidio Trust or other Governmental Entities as required pursuant to the Presidio Trust Right of Entry Agreement and the Programmatic Agreement for purposes of carrying out Developer’s responsibilities under this Agreement. 2.1.3 TxDOT and Xxxxxxxxx acknowledge that they have executed two counterparts of the Lease and one counterpart of the Memorandum of Lease and placed them in a neutral escrow for safekeeping pursuant to the Lease Escrow Agreement. Upon the Operating Commencement Date that first occurs, but not before thenSubstantial Completion Date, and as a ministerial act, TxDOT the Department and Developer shall date the Lease and Memorandum of Lease, obtain acknowledgment attach the survey description of their signatures on the Memorandum permanent boundaries of Lease by a Texas notary publicthe Project Right of Way prepared pursuant to Section 4.4.3, attach excluding all legal descriptions pertaining to the Section for which the first Operating Commencement Date occursAirspace, and each Party shall execute and deliver to the other Party, and the other Party shall accept, the Lease and Memorandum of Lease. Thereupon, whereupon the Lease shall take effect effect, and the right of entry under Section 2.1.2 shall automatically cease to have effect as to the Section for which the first Operating Commencement Date occurs (but the obligation under Section 2.1.2 to comply with the terms and provisions of the Presidio Trust Right of Entry Agreement shall continue in effect for all other Sectionsfull force and effect). Developer, at its expense, Neither the Lease nor a memorandum thereof shall have the right to record the Memorandum of Lease upon its delivery to Developer, and shall promptly deliver to TxDOT a conformed copy of the Memorandum of Lease bearing all recording informationbe recorded. 2.1.4 Upon the Operating Commencement Date for each additional Section, but not before then, and as a ministerial act, TxDOT and Developer shall date and execute an Amendment to Lease and Amendment to Memorandum of Lease, each in the form attached to this Agreement as Exhibit 3, obtain acknowledgment of their signatures on the Amendment to Memorandum of Lease by a Texas notary public, attach all legal descriptions pertaining to the Section, and each Party shall deliver to the other Party, and the other Party shall accept, the Amendment to Lease and Amendment to Memorandum of Lease, whereupon the Amendment to Lease shall take effect and the right of entry under Section 2.1.2 shall automatically cease to have effect as to each Section that is the subject of the Amendment to Lease (but continue in effect for all other Sections, if any). Developer, at its expense, shall have the right to record the Amendment to Memorandum of Lease upon its delivery to Developer, and shall promptly deliver to TxDOT a conformed copy of the Amendment to Memorandum of Lease bearing all recording information. 2.1.5 Developer shall have the exclusive right and obligation, during the Operating Period for each Section, to use, manage, operate, maintain and repair the applicable Section, and to perform Renewal Work and Upgrades, pursuant to the terms of this Agreement, the other CDA Documents and the Principal Project Documents. 2.1.6 Developer shall have the exclusive right and obligation, for each Project Segment, commencing on the Service Commencement Date for the Project Segment and ending at the end of the Term, to toll the Managed Lanes of the Project Segment pursuant to the terms of this Agreement, the other CDA Documents and the Principal Project Documents. 2.1.7 Developer’s rights granted in this Section 2.1 are limited by and subject to the terms and conditions of the CDA Contract Documents, including the following: 2.1.7.1 Receipt of all Governmental Approvals necessary for the Work to be performed and satisfaction of any requirements applicable under the Governmental Approvals (including the NEPA Approval) for the Work to be performed; and 2.1.7.2 TxDOTDepartment’s sole ownership of fee simple title to the Project and the Department’s, the Presidio Trust’s and other Governmental Entities’ ownership of the Project Right of Way and all improvements constructed thereonWay, subject to Developer’s Interest, Interest including Developer’s leasehold estate under the Lease. 2.1.8 If and only if TxDOT issues NTP3 under Section 7.7.2.3, all provisions in the CDA Documents regarding the IH 35E Capacity Improvement Section are deemed to be effective as of the effective date of issuance of NTP3; otherwise all such provisions are deemed not to be in effect.

Grant of Concession. 2.1.1 Pursuant to the provisions of the Act Code and the Rules and subject to the terms and conditions of the CDA Documents, including Section 2.1.8, TxDOT hereby grants to Developer the exclusive right, and Developer accepts the obligation, to finance, develop, design and construct the Project described in Section 1 of the Technical Provisions, and to enter into the Lease in the form attached as Exhibit 3 for the Project and Project Right of Way.Facility 2.1.2 From and after issuance of NTP1, Developer and its authorized Developer- Related Entities shall have the right and license to enter onto Project Facility Right of Way and other lands owned by TxDOT for purposes of carrying out its obligations under this Agreement. 2.1.3 TxDOT and Xxxxxxxxx acknowledge that they have executed two counterparts of the Lease and one counterpart counter part of the Memorandum of Lease and placed them in a neutral escrow for safekeeping pursuant to the Lease Escrow Agreement. Upon the Operating Commencement Date that first occursDate, but not before then, and as a ministerial act, TxDOT and Developer shall date the Lease and Memorandum of Lease, obtain acknowledgment of their signatures on the Memorandum of Lease by a Texas notary public, attach all legal descriptions pertaining to the Section for which the first Operating Commencement Date occurs, Facility and each Party shall deliver to the other Party, and the other Party shall accept, the Lease and Memorandum of Lease, whereupon the Lease shall take effect and the right of entry under Section 2.1.2 shall automatically cease to have effect as to the Section for which the first Operating Commencement Date occurs (but continue in effect for all other Sections)effect. Developer, at its expense, shall have the right to record the Memorandum of Lease upon its delivery to Developer, and shall promptly deliver to TxDOT a conformed copy of the Memorandum of Lease bearing all recording information. 2.1.4 Upon the Operating Commencement Date for each additional Section, but not before then, and as a ministerial act, TxDOT and Developer shall date and execute an Amendment to Lease and Amendment to Memorandum of Lease, each in the form attached to this Agreement as Exhibit 3, obtain acknowledgment of their signatures on the Amendment to Memorandum of Lease by a Texas notary public, attach all legal descriptions pertaining to the Section, and each Party shall deliver to the other Party, and the other Party shall accept, the Amendment to Lease and Amendment to Memorandum of Lease, whereupon the Amendment to Lease shall take effect and the right of entry under Section 2.1.2 shall automatically cease to have effect as to each Section that is the subject of the Amendment to Lease (but continue in effect for all other Sections, if any). Developer, at its expense, shall have the right to record the Amendment to Memorandum of Lease upon its delivery to Developer, and shall promptly deliver to TxDOT a conformed copy of the Amendment to Memorandum of Lease bearing all recording information. 2.1.5 Developer shall have the exclusive right and obligation, during the Operating Period for each SectionPeriod, to use, manage, operate, maintain and repair the applicable SectionFacility, and to perform Renewal Work and Upgrades, pursuant to the terms of the Lease, this Agreement, the other CDA Documents and the Principal Project Facility Documents. 2.1.6 2.1.5 Developer shall have the exclusive right and obligation, for each Project Facility Segment, commencing on the Service Commencement Date for the Project Facility Segment and ending at the end of the Term, to toll the Managed Lanes of the Project Segment Facility Segement pursuant to the terms of this Agreement, the other CDA Documents and the Principal Project Facility Documents. 2.1.7 2.1.6 Developer’s rights granted in this Section 2.1 are limited by and subject to the terms and conditions of the CDA Documents, including the following: 2.1.7.1 2.1.6.1 Receipt of all Governmental Approvals necessary for the Work to be performed and satisfaction of any requirements applicable under the Governmental Approvals (including the NEPA Approval) for the Work to be performed; and 2.1.7.2 2.1.6.2 TxDOT’s sole ownership of fee simple title to the Project Facility and Project Facility Right of Way and all improvements constructed thereon, subject to Developer’s Interest, including Developer’s leasehold estate under the Lease. 2.1.8 2.1.7 If and only if TxDOT issues NTP3 NTP GP, NTP IC, or NTP ML under Section 7.7.2.3, 7.7.2.4, or 7.7.2.5 (respectively), all provisions in the CDA Documents regarding the IH 35E General Purpose Lane Capacity Improvement, the Interchange Capacity Improvement, or the Managed Lane Capacity Improvement Section (respectively) are deemed to be effective as of the effective date of issuance of NTP3NTP GP, NTP IC, or NTP ML (respectively); otherwise all such provisions are deemed not to be in effect.

Grant of Concession. 2.1.1 Pursuant to the provisions of the Act and subject to the terms and conditions of the CDA Documents, including Section 2.1.8, TxDOT hereby grants to Developer the exclusive right, and Developer accepts the obligation, to finance, develop, design and construct the Project described in Section 1 of the Technical Provisions, and to enter into the Lease in the form attached as Exhibit 3 for the Project and Project Right of Way. 2.1.2 From and after issuance of NTP1, Developer and its authorized Developer- Related Entities shall have the right and license to enter onto Project Right of Way and other lands owned by TxDOT for purposes of carrying out its obligations under this Agreement. 2.1.3 TxDOT and Xxxxxxxxx Developer acknowledge that they have executed two counterparts of the Lease and one counterpart of the Memorandum of Lease and placed them in a neutral escrow for safekeeping pursuant to the Lease Escrow Agreement. Upon the Operating Commencement Date that first occurs, but not before then, and as a ministerial act, TxDOT and Developer shall date the Lease and Memorandum of Lease, obtain acknowledgment of their signatures on the Memorandum of Lease by a Texas notary public, attach all legal descriptions pertaining to the Section for which the first Operating Commencement Date occurs, and each Party shall deliver to the other Party, and the other Party shall accept, the Lease and Memorandum of Lease, whereupon the Lease shall take effect and the right of entry under Section 2.1.2 shall automatically cease to have effect as to the Section for which the first Operating Commencement Date occurs (but continue in effect for all other Sections). Developer, at its expense, shall have the right to record the Memorandum of Lease upon its delivery to Developer, and shall promptly deliver to TxDOT a conformed copy of the Memorandum of Lease bearing all recording information. 2.1.4 Upon the Operating Commencement Date for each additional Section, but not before then, and as a ministerial act, TxDOT and Developer shall date and execute an Amendment to Lease and Amendment to Memorandum of Lease, each in the form attached to this Agreement as Exhibit 3, obtain acknowledgment of their signatures on the Amendment to Memorandum of Lease by a Texas notary public, attach all legal descriptions pertaining to the Section, and each Party shall deliver to the other Party, and the other Party shall accept, the Amendment to Lease and Amendment to Memorandum of Lease, whereupon the Amendment to Lease shall take effect and the right of entry under Section 2.1.2 shall automatically cease to have effect as to each Section that is the subject of the Amendment to Lease (but continue in effect for all other Sections, if any). Developer, at its expense, shall have the right to record the Amendment to Memorandum of Lease upon its delivery to Developer, and shall promptly deliver to TxDOT a conformed copy of the Amendment to Memorandum of Lease bearing all recording information. 2.1.5 Developer shall have the exclusive right and obligation, during the Operating Period for each Section, to use, manage, operate, maintain and repair the applicable Section, and to perform Renewal Work and Upgrades, pursuant to the terms of this Agreement, the other CDA Documents and the Principal Project Documents. 2.1.6 Developer shall have the exclusive right and obligation, for each Project Segment, commencing on the Service Commencement Date for the Project Segment and ending at the end of the Term, to toll the Managed Lanes of the Project Segment pursuant to the terms of this Agreement, the other CDA Documents and the Principal Project Documents. 2.1.7 Developer’s rights granted in this Section 2.1 are limited by and subject to the terms and conditions of the CDA Documents, including the following: 2.1.7.1 Receipt of all Governmental Approvals necessary for the Work to be performed and satisfaction of any requirements applicable under the Governmental Approvals (including the NEPA Approval) for the Work to be performed; and 2.1.7.2 TxDOT’s sole ownership of fee simple title to the Project and Project Right of Way and all improvements constructed thereon, subject to Developer’s Interest, including Developer’s leasehold estate under the Lease. 2.1.8 If and only if TxDOT issues NTP3 under Section 7.7.2.3, all provisions in the CDA Documents regarding the IH 35E Capacity Improvement Section are deemed to be effective as of the effective date of issuance of NTP3; otherwise all such provisions are deemed not to be in effect.

Grant of Concession. 2.1.1 Pursuant to the provisions of the Act Code and the Rules and subject to the terms and conditions of the CDA Documents, including Section 2.1.8, TxDOT hereby grants to Developer the exclusive right, and Developer accepts the obligation, to finance, develop, design and construct the Project described in Section 1 of the Technical Provisions, and to enter into the Lease in the form attached as Exhibit 3 for the Project and Project Right of Way.Facility 2.1.2 From and after issuance of NTP1, Developer and its authorized Developer- Related Entities shall have the right and license to enter onto Project Facility Right of Way and other lands owned by TxDOT for purposes of carrying out its obligations under this Agreement. 2.1.3 TxDOT and Xxxxxxxxx acknowledge that they have executed two counterparts of the Lease and one counterpart counter part of the Memorandum of Lease and placed them in a neutral escrow for safekeeping pursuant to the Lease Escrow Agreement. Upon the Operating Commencement Date that first occursDate, but not before then, and as a ministerial act, TxDOT and Developer shall date the Lease and Memorandum of Lease, obtain acknowledgment of their signatures on the Memorandum of Lease by a Texas notary public, attach all legal descriptions pertaining to the Section for which the first Operating Commencement Date occurs, Facility and each Party shall deliver to the other Party, and the other Party shall accept, the Lease and Memorandum of Lease, whereupon the Lease shall take effect and the right of entry under Section 2.1.2 shall automatically cease to have effect as to the Section for which the first Operating Commencement Date occurs (but continue in effect for all other Sections)effect. Developer, at its expense, shall have the right to record the Memorandum of Lease upon its delivery to Developer, and shall promptly deliver to TxDOT a conformed copy of the Memorandum of Lease bearing all recording information. 2.1.4 Upon the Operating Commencement Date for each additional Section, but not before then, and as a ministerial act, TxDOT and Developer shall date and execute an Amendment to Lease and Amendment to Memorandum of Lease, each in the form attached to this Agreement as Exhibit 3, obtain acknowledgment of their signatures on the Amendment to Memorandum of Lease by a Texas notary public, attach all legal descriptions pertaining to the Section, and each Party shall deliver to the other Party, and the other Party shall accept, the Amendment to Lease and Amendment to Memorandum of Lease, whereupon the Amendment to Lease shall take effect and the right of entry under Section 2.1.2 shall automatically cease to have effect as to each Section that is the subject of the Amendment to Lease (but continue in effect for all other Sections, if any). Developer, at its expense, shall have the right to record the Amendment to Memorandum of Lease upon its delivery to Developer, and shall promptly deliver to TxDOT a conformed copy of the Amendment to Memorandum of Lease bearing all recording information. 2.1.5 Developer shall have the exclusive right and obligation, during the Operating Period for each SectionPeriod, to use, manage, operate, maintain and repair the applicable SectionFacility, and to perform Renewal Work and Upgrades, pursuant to the terms of the Lease, this Agreement, the other CDA Documents and the Principal Project Facility Documents. 2.1.6 2.1.5 Developer shall have the exclusive right and obligation, for each Project Facility Segment, commencing on the Service Commencement Date for the Project such Facility Segment and ending at the end of the Term, to toll the Managed Lanes of the Project Facility Segment pursuant to the terms of this Agreement, the other CDA Documents and the Principal Project Facility Documents. 2.1.7 2.1.6 Developer’s rights granted in this Section 2.1 are limited by and subject to the terms and conditions of the CDA Documents, including the following: 2.1.7.1 2.1.6.1 Receipt of all Governmental Approvals necessary for the Work to be performed and satisfaction of any requirements applicable under the Governmental Approvals (including the NEPA Approval) for the Work to be performed; and 2.1.7.2 2.1.6.2 TxDOT’s sole ownership of fee simple title to the Project Facility and Project Facility Right of Way and all improvements constructed thereon, subject to Developer’s Interest, including Developer’s leasehold estate under the Lease. 2.1.8 If and only if TxDOT issues NTP3 under Section 7.7.2.3, all provisions in the CDA Documents regarding the IH 35E Capacity Improvement Section are deemed to be effective as of the effective date of issuance of NTP3; otherwise all such provisions are deemed not to be in effect.

Grant of Concession. 2.1.1 Pursuant to the provisions of the Act Code and the Rules and subject to the terms and conditions of the CDA FA Documents, including Section 2.1.8, TxDOT hereby grants to Developer the exclusive right, and Developer accepts the obligation, to finance, develop, design and construct the Project Facility described in Section 1 of the Technical ProvisionsProvisions (other than the TxDOT Works), and to enter into the Lease in the form attached as Exhibit 3 for the Project Facility and Project Facility Right of Way. 2.1.2 From and after issuance of NTP1, Developer and its authorized Developer- Related Entities shall have the right and license to enter onto Project the Facility Right of Way for the Segment 3A Facility Segment and other lands owned by TxDOT related thereto for purposes of carrying out its obligations under this Agreement.of 2.1.3 TxDOT and Xxxxxxxxx acknowledge that they have executed two counterparts of the Lease and one counterpart of the Memorandum of Lease and placed them in a neutral escrow for safekeeping pursuant to the Lease Escrow Agreement. Upon the Operating Commencement Date that first occursfor the Segment 3A Facility Segment, but not before then, and as a ministerial act, TxDOT and Developer shall date the Lease and Memorandum of Lease, obtain acknowledgment of their signatures on the Memorandum of Lease by a Texas notary public, attach all legal descriptions pertaining to the Section for which the first Operating Commencement Date occurs, Segment 3A Facility Segment and each Party shall deliver to the other Party, and the other Party shall accept, the Lease and Memorandum of Lease. Thereupon, whereupon the Lease shall take effect and the right of entry under Section 2.1.2 respecting the Segment 3A Facility Segment shall automatically cease to have effect as to the Section for which the first Operating Commencement Date occurs (but continue in effect for all other Sections)effect. Developer, at its expense, shall have the right to record the Memorandum of Lease upon its delivery to Developer, and shall promptly deliver to TxDOT a conformed copy of the Memorandum of Lease bearing all recording information. 2.1.4 The Lease and Memorandum of Lease are subject to amendment as follows: 2.1.4.1 TxDOT and Xxxxxxxxx acknowledge that they have executed two counterparts of an amendment to the Lease and one counterpart of an amendment to the Memorandum of Lease and placed them in a neutral escrow for safekeeping pursuant to the Lease Escrow Agreement. Upon the Operating Commencement Date for each additional Sectionthe Segment 3B Facility Segment, but not before then, and as a ministerial act, TxDOT and Developer shall date and execute an Amendment the amendment to the Lease and Amendment amendment to the Memorandum of Lease, each in the form attached to this Agreement as Exhibit 3, obtain acknowledgment of their signatures on the Amendment amendment to the Memorandum of Lease by a Texas notary public, attach all legal descriptions pertaining to the Section, Segment 3B Facility Segment and each Party shall deliver to the other Party, and the other Party shall accept, the Amendment amendment to the Lease and Amendment amendment to the Memorandum of Lease. Thereupon, whereupon the Amendment to Lease shall take effect respecting the Segment 3B Facility Segment and the right of entry under Section 2.1.2 25.3.4 respecting the Segment 3B Facility Segment shall automatically cease to have effect as to each Section that is the subject of the Amendment to Lease (but continue in effect for all other Sections, if any)effect. Developer, at its expense, shall have the right to record the Amendment amendment to the Memorandum of Lease upon its delivery to Developer, and shall promptly deliver to TxDOT a conformed copy of the Amendment amendment to the Memorandum of Lease bearing all recording information. 2.1.4.2 TxDOT and Xxxxxxxxx acknowledge that they have executed two counterparts of an additional amendment to the Lease and one counterpart of an additional amendment to the Memorandum of Lease and placed them in a neutral escrow for safekeeping pursuant to the Lease Escrow Agreement. Upon the Operating Commencement Date for the Segment 3C Facility Segment, but not before then, and as a ministerial act, TxDOT and Developer shall date such amendment to the Lease and such amendment to the Memorandum of Lease, obtain acknowledgment of their signatures on such amendment to the Memorandum of Lease by a Texas notary public, attach all legal descriptions pertaining to the Segment 3C Facility Segment and each Party shall deliver to the other Party, and the other Party shall accept, such amendment to the Lease and such amendment to the Memorandum 2.1.4.3 Within a reasonable period of time after the Facility Right of Way is changed due to a Change Order, TxDOT and Developer shall prepare, execute and deliver an amendment to the Lease and an amendment to the Memorandum of Lease to set forth the applicable adjustments to the legal description of the Facility Right of Way. The Parties acknowledge that the legal description for such amendments may be preliminary for amendments done prior to completion of construction of the improvements that are the subject of such a Change Order, and that the final legal description may have to be established via further amendments upon or after completion of such construction. Developer, at its expense, shall have the right to record such amendments to the Memorandum of Lease upon delivery to Developer, and shall promptly deliver to TxDOT a conformed copy of such amendments to the Memorandum of Lease bearing all recording information. 2.1.5 Developer shall have the exclusive right and obligation, during the Operating Period for each SectionPeriod, to use, manage, operate, maintain and repair the applicable SectionFacility (provided that nothing in this clause shall be construed as releasing TxDOT from any of its obligations contemplated in Section 25.7.2), and to perform Renewal Work and Upgrades, pursuant to the terms of the Lease, this Agreement, the other CDA FA Documents and the Principal Project Facility Documents, except as otherwise contemplated in Section 25.1. 2.1.6 Developer shall have the exclusive right and obligation, for each Project Facility Segment, commencing on the Service Commencement Date for the Project such Facility Segment and ending at the end of the Term, to toll the Managed Lanes of the Project Segment Facility pursuant to the terms of this Agreement, the other CDA FA Documents and the Principal Project Facility Documents. 2.1.7 Developer’s rights granted in this Section 2.1 are limited by and subject to the terms and conditions of the CDA FA Documents, including the following: 2.1.7.1 Receipt of all Governmental Approvals necessary for the Work to be performed and satisfaction of any requirements applicable under the Governmental Approvals (including the NEPA Approval) for the Work to be performed; and 2.1.7.2 TxDOT’s sole ownership of fee simple title to the Project Facility and Project Facility Right of Way and all improvements constructed thereon, subject to Developer’s Interest, including Developer’s leasehold estate under the Lease. 2.1.8 If and only if TxDOT issues NTP3 under Section 7.7.2.3, all provisions in the CDA Documents regarding the IH 35E Capacity Improvement Section are deemed to be effective as of the effective date of issuance of NTP3; otherwise all such provisions are deemed not to be in effect.

Grant of Concession. 2.1.1 Pursuant to the provisions of the Act and subject to the terms and conditions of the CDA Documents, including Section 2.1.8, TxDOT hereby grants to Developer the exclusive right, and Developer accepts the obligation, to finance, develop, design and construct the Project described in Section 1 of the Technical Provisions, and to enter into the Lease in the form attached as Exhibit 3 for the Project and Project Right of Way. 2.1.2 From and after issuance of NTP1, Developer and its authorized Developer- Related Entities shall have the right and license to enter onto Project Right of Way and other lands owned by TxDOT for purposes of carrying out its obligations under this Agreement. 2.1.3 TxDOT and Xxxxxxxxx acknowledge that they have executed two counterparts of the Lease and one counterpart of the Memorandum of Lease and placed them in a neutral escrow for safekeeping pursuant to the Lease Escrow Agreement. Upon the Operating Commencement Date that first occurs, but not before then, and as a ministerial act, TxDOT and Developer shall date the Lease and Memorandum of Lease, obtain acknowledgment of their signatures on the Memorandum of Lease by a Texas notary public, attach all legal descriptions pertaining to the Section for which the first Operating Commencement Date occurs, and each Party shall deliver to the other Party, and the other Party shall accept, the Lease and Memorandum of Lease, whereupon the Lease Leaseit shall take effect and the right of entry under Section 2.1.2 shall automatically cease to have effect as to the Section for which the first Operating Commencement Date occurs (but continue in effect for all other Sections). Developer, at its expense, shall have the right to record the Memorandum of Lease upon its delivery to Developer, and shall promptly deliver to TxDOT a conformed copy of the Memorandum of Lease bearing all recording information. 2.1.4 Upon the Operating Commencement Date for each additional Section, but not before then, and as a ministerial act, TxDOT and Developer shall date and execute an Amendment to Lease and Amendment to Memorandum of Lease, each in the form attached to this Agreement as Exhibit 3, obtain acknowledgment of their signatures on the Amendment to Memorandum of Lease by a Texas notary public, attach all legal descriptions pertaining to the Section, and each Party shall deliver to the other Party, and the other Party shall accept, the Amendment to Lease and Amendment to Memorandum of Lease, whereupon the Amendment to Lease Leaseit shall take effect and the right of entry under Section 2.1.2 shall automatically cease to have effect as to each Section that is the subject of the Amendment to Lease (but continue in effect for all other Sections, if any). Developer, at its expense, shall have the right to record the Amendment to Memorandum of Lease upon its delivery to Developer, and shall promptly deliver to TxDOT a conformed copy of the Amendment to Memorandum of Lease bearing all recording information. 2.1.5 Developer shall have the exclusive right and obligation, as lessee under the Lease, during the Operating Period for each Section, to use, manage, operate, maintain and repair the applicable Section, and to perform Renewal Work and Upgrades, pursuant to the terms of the Lease, this Agreement, the other CDA Documents and the Principal Project Documents. 2.1.6 Developer shall have the exclusive right and obligation, as lessee under the Lease, for each Project Toll Segment, commencing on the Service Commencement Date for the Project Toll Segment and ending at the end of the Term, to toll the Managed Lanes of the Project Toll Segment pursuant to the terms of the Lease, this Agreement, the other CDA Documents and the Principal Project Documents. 2.1.7 Developer’s rights granted in this Section 2.1 are limited by and subject to the terms and conditions of the CDA Documents, including the following: 2.1.7.1 Receipt of all Governmental Approvals necessary for the Work to be performed and satisfaction of any requirements applicable under the Governmental Approvals (including the NEPA Approval) for the Work to be performed; and 2.1.7.2 TxDOT’s sole ownership of fee simple title to the Project and Project Right of Way and all improvements constructed thereon, subject to Developer’s Interest, including Developer’s leasehold estate under the Lease. 2.1.8 If and only if TxDOT issues NTP3 under Section 7.7.2.3, all provisions in the CDA Documents regarding the IH 35E Capacity Improvement Section are deemed to be effective as of the effective date of issuance of NTP3; otherwise all such provisions are deemed not to be in effect.

Grant of Concession. 2.1.1 Pursuant to the provisions of the Act Code and the Rules and subject to the terms and conditions of the CDA Documents, including Section 2.1.8, TxDOT hereby grants to Developer the exclusive right, and Developer accepts the obligation, to finance, develop, design and construct the Project Facility described in Section 1 of the Technical Provisions, and to enter into the Lease in the form attached as Exhibit 3 for the Project Facility and Project Facility Right of Way. 2.1.2 From and after issuance of NTP1, Developer and its authorized Developer- Related Entities shall have the right and license to enter onto Project Facility Right of Way and other lands owned by TxDOT for purposes of carrying out its obligations under this Agreement. 2.1.3 TxDOT and Xxxxxxxxx Developer acknowledge that they have executed two counterparts of the Lease and one counterpart counter part of the Memorandum of Lease and placed them in a neutral escrow for safekeeping pursuant to the Lease Escrow Agreement. Upon the Operating Commencement Date that first occursDate, but not before then, and as a ministerial act, TxDOT and Developer shall date the Lease and Memorandum of Lease, obtain acknowledgment of their signatures on the Memorandum of Lease by a Texas notary public, attach all legal descriptions pertaining to the Section for which the first Operating Commencement Date occurs, and each Party shall deliver to the other Party, and the other Party shall accept, the Lease and Memorandum of Lease, whereupon the Lease shall take effect and the right of entry under Section 2.1.2 shall automatically cease to have effect as to the Section for which the first Operating Commencement Date occurs (but continue in effect for all other Sections). Developer, at its expense, shall have the right to record the Memorandum of Lease upon its delivery to Developer, and shall promptly deliver to TxDOT a conformed copy of the Memorandum of Lease bearing all recording information.the 2.1.4 Upon the Operating Commencement Date for each additional Section, but not before then, and as a ministerial act, TxDOT and Developer shall date and execute an Amendment to Lease and Amendment to Memorandum of Lease, each in the form attached to this Agreement as Exhibit 3, obtain acknowledgment of their signatures on the Amendment to Memorandum of Lease by a Texas notary public, attach all legal descriptions pertaining to the Section, and each Party shall deliver to the other Party, and the other Party shall accept, the Amendment to Lease and Amendment to Memorandum of Lease, whereupon the Amendment to Lease shall take effect and the right of entry under Section 2.1.2 shall automatically cease to have effect as to each Section that is the subject of the Amendment to Lease (but continue in effect for all other Sections, if any). Developer, at its expense, shall have the right to record the Amendment to Memorandum of Lease upon its delivery to Developer, and shall promptly deliver to TxDOT a conformed copy of the Amendment to Memorandum of Lease bearing all recording information. 2.1.5 Developer shall have the exclusive right and obligation, during the Operating Period for each SectionPeriod, to use, manage, operate, maintain and repair the applicable SectionFacility, and to perform Renewal Work and Upgrades, pursuant to the terms of the Lease, this Agreement, the other CDA Documents and the Principal Project Facility Documents. 2.1.6 2.1.5 Developer shall have the exclusive right and obligation, for each Project Facility Segment, commencing on the Service Commencement Date for the Project such Facility Segment and ending at the end of the Term, to toll the Managed Lanes of the Project Facility Segment pursuant to the terms of this Agreement, the other CDA Documents and the Principal Project Facility Documents. 2.1.7 2.1.6 Developer’s rights granted in this Section 2.1 are limited by and subject to the terms and conditions of the CDA Documents, including the following: 2.1.7.1 2.1.6.1 Receipt of all Governmental Approvals necessary for the Work to be performed and satisfaction of any requirements applicable under the Governmental Approvals (including the NEPA Approval) for the Work to be performed; and 2.1.7.2 2.1.6.2 TxDOT’s sole ownership of fee simple title to the Project Facility and Project Facility Right of Way and all improvements constructed thereon, subject to Developer’s Interest, including Developer’s leasehold estate under the Lease. 2.1.8 If and only if TxDOT issues NTP3 under Section 7.7.2.3, all provisions in the CDA Documents regarding the IH 35E Capacity Improvement Section are deemed to be effective as of the effective date of issuance of NTP3; otherwise all such provisions are deemed not to be in effect.