Common use of Key Contract Provisions Clause in Contracts

Key Contract Provisions. Each Key Contract shall: 10.3.2.1 Expressly include the requirements and provisions set forth in this Agreement applicable to Contractors regarding Intellectual Property rights and licenses; 10.3.2.2 Expressly require the Key Contractor to participate, at Developer’s request, in meetings between Developer and TxDOT concerning matters pertaining to such Key Contractor, its work or the coordination of its work with other Contractors, provided that all direction to such Key Contractor shall be provided by Developer, and provided further that nothing in this Section shall limit the authority of TxDOT or the Independent Engineer to give such direction or take such action as in its opinion is necessary to remove an immediate and present threat to the safety of life or property; 10.3.2.3 Include an agreement by the Key Contractor to give evidence in any dispute resolution proceeding pursuant to Section 17.8, if such participation is requested by either TxDOT or Developer; 10.3.2.4 Without cost to Developer or TxDOT, and subject to the rights of the Collateral Agent set forth in Article 20, expressly permit assignment to TxDOT or its successor, assign or designee of all Developer’s rights under the Key Contract, contingent only upon delivery of written request from TxDOT following termination or expiration of this Agreement, allowing TxDOT or its successor, assign or designee to assume the benefit of Developer’s rights with liability only for those remaining obligations of Developer accruing after the date of assumption, such assignment to include the benefit of all Key Contractor warranties, indemnities, guarantees and professional responsibility; 10.3.2.5 Expressly state that any acceptance of assignment of the Key Contract to TxDOT or its successor, assign or designee shall not operate to make the assignee responsible or liable for any breach of the Key Contract by Developer or for any amounts due and owing under the Key Contract for work or services rendered prior to assumption (but without restriction on the Key Contractor’s rights to suspend work or demobilize due to Developer’s breach); 10.3.2.6 Expressly include a covenant to recognize and attorn to TxDOT upon receipt of written notice from TxDOT that it has exercised step-in rights under this Agreement, without necessity for consent or approval from Developer or to determine whether TxDOT validly exercised its step-in rights, and Developer’s covenant to waive and release any claim or cause of action against the Key Contractor arising out of or relating to its recognition and attornment in reliance on any such written notice; 10.3.2.7 Expressly include a covenant, expressly stated to survive termination of the Key Contract, to promptly execute and deliver to TxDOT a new contract between the Key Contractor and TxDOT on the same terms and conditions as the Key Contract, in the event (a) the Key Contract is rejected by Developer in bankruptcy or otherwise wrongfully terminated by Developer and (b) TxDOT delivers written request for such new contract following termination or expiration of this Agreement. The Key Contract also shall include a covenant, expressly stated to survive termination of the Key Contract, to the effect that if the Key Contractor was a party to an escrow agreement for an Intellectual Property Escrow and Developer terminates it, then the Key Contractor also shall execute and deliver to TxDOT, concurrently with such new contract, a new escrow agreement on the same terms 10.3.2.8 Expressly include requirements that: the Key Contractor (a) will maintain usual and customary books and records for the type and scope of operations of business in which it is engaged (e.g., constructor, equipment Supplier, designer, service provider), (b) permit audit thereof with respect to the Facility or Work by each of Developer, TxDOT and the Independent Engineer in accordance with Section 22.2 and (c) provide progress reports to Developer appropriate for the type of work it is performing sufficient to enable Developer to provide the reports it is required to furnish TxDOT or the Independent Engineer under this Agreement; 10.3.2.9 Include the right of Developer to terminate the Key Contract in whole or in part upon any Termination for Convenience of this Agreement and the Lease or any termination of this Agreement and the Lease due to Force Majeure Event or TxDOT Default, in each case without liability of Developer or TxDOT for the Key Contractor’s lost profits or business opportunity; and 10.3.2.10 Expressly provide that any purported amendment with respect to any of the foregoing matters without the prior written consent of TxDOT shall be null and void.

Key Contract Provisions. Each Key Contract shall: 10.3.2.1 Expressly include the requirements and provisions set forth in this Agreement applicable to Contractors regarding Intellectual Property rights and licenses; 10.3.2.2 Expressly require the Key Contractor to participate, at Developer’s request, in meetings between Developer and TxDOT concerning matters pertaining to such Key Contractor, its work or the coordination of its work with other Contractors, provided that all direction to such Key Contractor shall be provided by Developer, and provided further that nothing in this Section shall limit the authority of TxDOT or the Independent Engineer to give such direction or take such action as in its opinion is necessary to remove an immediate and present threat to the safety of life or property;give 10.3.2.3 Include an agreement by the Key Contractor to give evidence in any dispute resolution proceeding pursuant to Section 17.8, if such participation is requested by either TxDOT or Developer; 10.3.2.4 Without cost to Developer or TxDOT, and subject to the rights of the Collateral Agent set forth in Article 20, expressly permit assignment to TxDOT or its successor, assign or designee of all Developer’s rights under the Key Contract, contingent only upon delivery of written request from TxDOT following termination or expiration of this Agreement, allowing TxDOT or its successor, assign or designee to assume the benefit of Developer’s rights with liability only for those remaining obligations of Developer accruing after the date of assumption, such assignment to include the benefit of all Key Contractor warranties, indemnities, guarantees and professional responsibility; 10.3.2.5 Expressly state that any acceptance of assignment of the Key Contract to TxDOT or its successor, assign or designee shall not operate to make the assignee responsible or liable for any breach of the Key Contract by Developer or for any amounts due and owing under the Key Contract for work or services rendered prior to assumption (but without restriction on the Key Contractor’s rights to suspend work or demobilize due to Developer’s breach); 10.3.2.6 Expressly include a covenant to recognize and attorn to TxDOT upon receipt of written notice from TxDOT that it has exercised step-in rights under this Agreement, without necessity for consent or approval from Developer or to determine whether TxDOT validly exercised its step-in rights, and Developer’s covenant to waive and release any claim or cause of action against the Key Contractor arising out of or relating to its recognition and attornment in reliance on any such written notice; 10.3.2.7 Expressly include a covenant, expressly stated to survive termination of the Key Contract, to promptly execute and deliver to TxDOT a new contract between the Key Contractor and TxDOT on the same terms and conditions as the Key Contract, in the event (a) the Key Contract is rejected by Developer in bankruptcy or otherwise wrongfully terminated by Developer and (b) TxDOT delivers written request for such new contract following termination or expiration of this Agreement. The Key Contract also shall include a covenant, expressly stated to survive termination of the Key Contract, to the effect that if the Key Contractor was a party to an escrow agreement for an Intellectual Property Escrow and Developer terminates it, then the Key Contractor also shall execute and deliver to TxDOT, concurrently with such new contract, a new escrow agreement on the same termsterms and conditions as the terminated escrow agreement, and shall concurrently make the same deposits to the new Intellectual Property Escrow as made or provided under the terminated escrow agreement. This Section shall not apply to Key Contracts with TxDOT or Governmental Entities; 10.3.2.8 Expressly include requirements that: the Key Contractor (a) will maintain usual and customary books and records for the type and scope of operations of business in which it is engaged (e.g., constructor, equipment Supplier, designer, service provider), (b) permit audit thereof with respect to the Facility or Work by each of Developer, TxDOT and the Independent Engineer in accordance with Section 22.2 and (c) provide progress reports to Developer appropriate for the type of work it is performing sufficient to enable Developer to provide the reports it is required to furnish TxDOT or the Independent Engineer under this Agreement; 10.3.2.9 Include the right of Developer to terminate the Key Contract in whole or in part upon any Termination for Convenience of this Agreement and the Lease or any termination of this Agreement and the Lease due to Force Majeure Event or TxDOT Default, in each case without liability of Developer or TxDOT for the Key Contractor’s lost profits or business opportunity; and 10.3.2.10 Expressly provide that any purported amendment with respect to any of the foregoing matters without the prior written consent of TxDOT shall be null and void.

Key Contract Provisions. Each Key Contract shall: 10.3.2.1 Expressly include the requirements and provisions set forth in this Agreement applicable to Contractors regarding Intellectual Property rights and licenses; 10.3.2.2 Expressly require the Key Contractor to participate, at Developer’s request, in meetings between Developer and TxDOT concerning matters pertaining to such Key Contractor, its work or the coordination of its work with other Contractors, provided that all direction to such Key Contractor shall be provided by Developer, and provided further that nothing in this Section shall limit the authority of TxDOT or the Independent Engineer to give such direction or take such action as in its opinion is necessary to remove an immediate and present threat to the safety of life or property; 10.3.2.3 Include an agreement by the Key Contractor to give evidence in any dispute resolution proceeding pursuant to Section 17.8, if such participation is requested by either TxDOT or Developer; 10.3.2.4 Without cost to Developer or TxDOT, and subject to the rights of the Collateral Agent set forth in Article 20, expressly permit assignment to TxDOT or its successor, assign or designee of all Developer’s rights under the Key Contract, contingent only upon delivery of written request from TxDOT following termination or expiration of this Agreement, allowing TxDOT or its successor, assign or designee to assume the benefit of Developer’s rights with liability only for those remaining obligations of Developer accruing after the date of assumption, such assignment to include the benefit of all Key Contractor warranties, indemnities, guarantees and professional responsibility; 10.3.2.5 Expressly state that any acceptance of assignment of the Key Contract to TxDOT or its successor, assign or designee shall not operate to make the assignee responsible or liable for any breach of the Key Contract by Developer or for any amounts due and owing under the Key Contract for work or services rendered prior to assumption (but without restriction on the Key Contractor’s rights to suspend work or demobilize due to Developer’s breach); 10.3.2.6 Expressly include a covenant to recognize and attorn to TxDOT upon receipt of written notice from TxDOT that it has exercised step-in rights under this Agreement, without necessity for consent or approval from Developer or to determine whether TxDOT validly exercised its step-in rights, and Developer’s covenant to waive and release any claim or cause of action against the Key Contractor arising out of or relating to its recognition and attornment in reliance on any such written notice; 10.3.2.7 Expressly include a covenant, expressly stated to survive termination of the Key Contract, to promptly execute and deliver to TxDOT a new contract between the Key Contractor and TxDOT on the same terms and conditions as the Key Contract, in the event (a) the Key Contract is rejected by Developer in bankruptcy or otherwise wrongfully terminated by Developer and (b) TxDOT delivers written request for such new contract following termination or expiration of this Agreement. The Key Contract also shall include a covenant, expressly stated to survive termination of the Key Contract, to the effect that if the Key Contractor was a party to an escrow agreement for an Intellectual Property Escrow and Developer terminates it, then the Key Contractor also shall execute and deliver to TxDOT, concurrently with such new contract, a new escrow agreement on the same termsterms and conditions as the terminated escrow agreement, and shall concurrently make the same deposits to the new Intellectual Property Escrow as made or provided under the terminated escrow agreement. This Section shall not apply to Key Contracts with TxDOT or Governmental Entities; 10.3.2.8 Expressly include requirements that: the Key Contractor (a) will maintain usual and customary books and records for the type and scope of operations of business in which it is engaged (e.g., constructor, equipment Supplier, designer, service provider), (b) permit audit thereof with respect to the Facility or Work by each of Developer, TxDOT and the Independent Engineer in accordance with Section 22.2 and (c) provide progress reports to Developer appropriate for the type of work it is performing sufficient to enable Developer to provide the reports it is required to furnish TxDOT or the Independent Engineer under this Agreement; 10.3.2.9 Include the right of Developer to terminate the Key Contract in whole or in part upon any Termination for Convenience of this Agreement and the Lease or any termination of this Agreement and the Lease due to Force Majeure Event or TxDOT Default, in each case without liability of Developer or TxDOT for the Key Contractor’s lost profits or business opportunity; and 10.3.2.10 Expressly provide that any purported amendment with respect to any of the foregoing matters without the prior written consent of TxDOT shall be null and void.

Key Contract Provisions. Each Key Contract shall: 10.3.2.1 Expressly include the requirements and provisions set forth in this Agreement applicable to Contractors regarding Intellectual Property rights and licenses; 10.3.2.2 Expressly require the Key Contractor to participate, at Developer’s request, participate in meetings between Developer and TxDOT concerning matters pertaining to such Key Contractor, its work or the coordination of its work with other Contractors, provided that all direction to such Key Contractor shall be provided by Developer, and provided further that nothing in this Section shall limit the authority of TxDOT or the Independent Engineer to give such direction or take such action as in its opinion is necessary to remove an immediate and present threat to the safety of life or property; 10.3.2.3 Include an agreement by the Key Contractor to give evidence in any dispute resolution proceeding pursuant to Section 17.8, if such participation is requested by either TxDOT or Developer; 10.3.2.4 Without cost to Developer or TxDOT, and subject to the rights of the Collateral Agent set forth in Article 20, expressly permit assignment to TxDOT or its successor, assign or designee of all Developer’s rights under the Key Contract, contingent only upon delivery of written request from TxDOT following termination or expiration of this Agreement, allowing TxDOT or its successor, assign or designee to assume the benefit of Developer’s rights with liability only for those remaining obligations of Developer accruing after the date of assumption, such assignment to include the benefit of all Key Contractor warranties, indemnities, guarantees and professional responsibility; 10.3.2.5 Expressly state that any acceptance of assignment of the Key Contract to TxDOT or its successor, assign or designee shall not operate to make the assignee responsible or liable for any breach of the Key Contract by Developer or for any amounts due and owing under the Key Contract for work or services rendered prior to assumption (but without restriction on the Key Contractor’s rights to suspend work or demobilize due to Developer’s breach); 10.3.2.6 Expressly include a covenant to recognize and attorn to TxDOT upon receipt of written notice from TxDOT that it has exercised step-in rights under this Agreement, without necessity for consent or approval from Developer or to determine whether TxDOT validly exercised its step-in rights, and Developer’s covenant to waive and release any claim or cause of action against the Key Contractor arising out of or relating to its recognition and attornment in reliance on any such written notice; 10.3.2.7 Expressly include a covenant, expressly stated to survive termination of the Key Contract, to promptly execute and deliver to TxDOT a new contract between the Key Contractor and TxDOT on the same terms and conditions as the Key Contract, in the event event (a) the Key Contract is rejected by Developer in bankruptcy or otherwise wrongfully terminated by Developer and (b) TxDOT delivers written request for such new contract following termination or expiration of this Agreement. The Key Contract also shall include a covenant, expressly stated to survive termination of the Key Contract, to the effect that if the Key Contractor was a party to an escrow agreement for an Intellectual Property Escrow and Developer terminates it, then the Key Contractor also shall execute and deliver to TxDOT, concurrently with such new contract, a new escrow agreement on the same termsterms and conditions as the terminated escrow agreement, and shall concurrently make the same deposits to the new Intellectual Property Escrow as made or provided under the terminated escrow agreement. This Section shall not apply to Key Contracts with TxDOT or Governmental Entities; 10.3.2.8 Expressly include requirements that: the Key Contractor (a) will maintain usual and customary books and records for the type and scope of operations of business in which it is engaged (e.g., constructor, equipment Supplier, designer, service provider), (b) permit audit thereof with respect to the Facility Project or Work by each of Developer, TxDOT and the Independent Engineer in accordance with Section 22.2 and (c) provide progress reports to Developer appropriate for the type of work it is performing sufficient to enable Developer to provide the reports it is required to furnish TxDOT or the Independent Engineer under this Agreement; 10.3.2.9 Include the right of Developer to terminate the Key Contract in whole or in part upon any Termination for Convenience of this Agreement and the Lease or any termination of this Agreement and the Lease due to Force Majeure Event or TxDOT Default, in each case without liability of Developer or TxDOT for the Key Contractor’s lost profits or business opportunity; andin 10.3.2.10 Expressly provide that any purported amendment with respect to any of the foregoing matters without the prior written consent of TxDOT shall be null and void.

Key Contract Provisions. Each Key Contract shall: 10.3.2.1 Expressly include the requirements and provisions set forth in this Agreement applicable to Contractors regarding Intellectual Property rights and licenses; 10.3.2.2 Expressly require the Key Contractor to participate, at Developer’s request, participate in meetings between Developer and TxDOT concerning matters pertaining to such Key Contractor, its work or the coordination of its work with other Contractors, provided that all direction to such Key Contractor shall be provided by Developer, and provided further that nothing in this Section shall limit the authority of TxDOT or the Independent Engineer to give such direction or take such action as in its opinion is necessary to remove an immediate and present threat to the safety of life or property; 10.3.2.3 Include an agreement by the Key Contractor to give evidence in any dispute resolution proceeding pursuant to Section 17.8, if such participation is requested by either TxDOT or Developer; 10.3.2.4 Without cost to Developer or TxDOT, and subject to the rights of the Collateral Agent set forth in Article 20, expressly permit assignment to TxDOT or its successor, assign or designee of all Developer’s rights under the Key Contract, contingent only upon delivery of written request from TxDOT following termination or expiration of this Agreement, allowing TxDOT or its successor, assign or designee to assume the benefit of Developer’s rights with liability only for those remaining obligations of Developer accruing after the date of assumption, such assignment to include the benefit of all Key Contractor warranties, indemnities, guarantees and professional responsibility; 10.3.2.5 Expressly state that any acceptance of assignment of the Key Contract to TxDOT or its successor, assign or designee shall not operate to make the assignee responsible or liable for any breach of the Key Contract by Developer or for any amounts due and owing under the Key Contract for work or services rendered prior to assumption (but without restriction on the Key Contractor’s rights to suspend work or demobilize due to Developer’s breach); 10.3.2.6 Expressly include a covenant to recognize and attorn to TxDOT upon receipt of written notice from TxDOT that it has exercised step-in rights under this Agreement, without necessity for consent or approval from Developer or to determine whether TxDOT validly exercised its step-in rights, and Developer’s covenant to waive and release any claim or cause of action against the Key Contractor arising out of or relating to its recognition and attornment in reliance on any such written notice; 10.3.2.7 Expressly include a covenant, expressly stated to survive termination of the Key Contract, to promptly execute and deliver to TxDOT a new contract between the Key Contractor and TxDOT on the same terms and conditions as the Key Contract, in the event (a) the Key Contract is rejected by Developer in bankruptcy or otherwise wrongfully terminated by Developer and (b) TxDOT delivers written request for such new contract following termination or expiration of this Agreement. The Key Contract also shall include a covenant, expressly stated to survive termination of the Key Contract, to the effect that if the Key Contractor was a party to an escrow agreement for an Intellectual Property Escrow and Developer terminates it, then the Key Contractor also shall execute and deliver to TxDOT, concurrently with such new contract, a new escrow agreement on the same terms 10.3.2.8 Expressly include requirements that: the Key Contractor (a) will maintain usual and customary books and records for the type and scope of operations of business in which it is engaged (e.g., constructor, equipment Supplier, designer, service provider), (b) permit audit thereof with respect to the Facility or Work by each of Developer, TxDOT and the Independent Engineer in accordance with Section 22.2 and (c) provide progress reports to Developer appropriate for the type of work it is performing sufficient to enable Developer to provide the reports it is required to furnish TxDOT or the Independent Engineer under this Agreement; 10.3.2.9 Include the right of Developer to terminate the Key Contract in whole or in part upon any Termination for Convenience of this Agreement and the Lease or any termination of this Agreement and the Lease due to Force Majeure Event or TxDOT Default, in each case without liability of Developer or TxDOT for the Key Contractor’s lost profits or business opportunity; and 10.3.2.10 Expressly provide that any purported amendment with respect to any of the foregoing matters without the prior written consent of TxDOT shall be null and void.

Key Contract Provisions. Each Key Contract shall: 10.3.2.1 Expressly include the requirements and provisions set forth in this Agreement applicable to Contractors regarding Intellectual Property rights and licenses; 10.3.2.2 Expressly require the Key Contractor to participate, at Developer’s request, in meetings between Developer and TxDOT concerning matters pertaining to such Key Contractor, its work or the coordination of its work with other Contractors, provided that all direction to such Key Contractor shall be provided by Developer, and provided further that nothing in this Section shall limit the authority of TxDOT or the Independent Engineer to give such direction or take such action as in its opinion is necessary to remove an immediate and present threat to the safety of life or property; 10.3.2.3 Include an agreement by the Key Contractor to give evidence in any dispute resolution proceeding pursuant to Section 17.8, if such participation is requested by either TxDOT or Developer; 10.3.2.4 Without cost to Developer or TxDOT, and subject to the rights of the Collateral Agent set forth in Article 20, expressly permit assignment to TxDOT or its successor, assign or designee of all Developer’s rights under the Key Contract, contingent only upon delivery of written request from TxDOT following termination or expiration of this Agreement, allowing TxDOT or its successor, assign or designee to assume the benefit of Developer’s rights with liability only for those remaining obligations of Developer accruing after the date of assumption, such assignment to include the benefit of all Key Contractor warranties, indemnities, guarantees and professional responsibility; 10.3.2.5 Expressly state that any acceptance of assignment of the Key Contract to TxDOT or its successor, assign or designee shall not operate to make the assignee responsible or liable for any breach of the Key Contract by Developer or for any amounts due and owing under the Key Contract for work or services rendered prior to assumption (but without restriction on the Key Contractor’s rights to suspend work or demobilize due to Developer’s breach); 10.3.2.6 Expressly include a covenant to recognize and attorn to TxDOT upon receipt of written notice from TxDOT that it has exercised step-in rights under this Agreement, without necessity for consent or approval from Developer or to determine whether TxDOT validly exercised its step-in rights, and Developer’s covenant to waive and release any claim or cause of action against the Key Contractor arising out of or relating to its recognition and attornment in reliance on any such written notice; 10.3.2.7 Expressly include a covenant, expressly stated to survive termination of the Key Contract, to promptly execute and deliver to TxDOT a new contract between the Key Contractor and TxDOT on the same terms and conditions as the Key Contract, in the event (a) the Key Contract is rejected by Developer in bankruptcy or otherwise wrongfully terminated by Developer and (b) TxDOT delivers written request for such new contract following termination or expiration of this Agreement. The Key Contract also shall include a covenant, expressly stated to survive termination of the Key Contract, to the effect that if the Key Contractor was a party to an escrow agreement for an Intellectual Property Escrow and Developer terminates it, then the Key Contractor also shall execute and deliver to TxDOT, concurrently with such new contract, a new escrow agreement on the same termsterms and conditions as the terminated escrow agreement, and shall concurrently make the same deposits to the new Intellectual Property Escrow as made or provided under the terminated escrow agreement. This Section shall not apply to Key Contracts with TxDOT or Governmental Entities; 10.3.2.8 Expressly include requirements that: the Key Contractor (a) will maintain usual and customary books and records for the type and scope of operations of business in which it is engaged (e.g., constructor, equipment Supplier, designer, service provider), (b) permit audit thereof with respect to the Facility or Work by each of Developer, TxDOT and the Independent Engineer in accordance with Section 22.2 and (c) provide progress reports to Developer appropriate for the type of work it is performing sufficient to enable Developer to provide the reports it is required to furnish TxDOT or the Independent Engineer under this Agreement;of 10.3.2.9 Include the right of Developer to terminate the Key Contract in whole or in part upon any Termination for Convenience of this Agreement and the Lease or any termination of this Agreement and the Lease due to Force Majeure Event or TxDOT Default, in each case without liability of Developer or TxDOT for the Key Contractor’s lost profits or business opportunity; and 10.3.2.10 Expressly provide that any purported amendment with respect to any of the foregoing matters without the prior written consent of TxDOT shall be null and void.

Key Contract Provisions. Each Key Contract shall: 10.3.2.1 Expressly include the requirements and provisions set forth in this Agreement applicable to Contractors regarding Intellectual Property rights and licenses; 10.3.2.2 Expressly require the Key Contractor to participate, at Developer’s request, in meetings between Developer and TxDOT concerning matters pertaining to such Key Contractor, its work or the coordination of its work with other Contractors, provided that all direction to such Key Contractor shall be provided by Developer, and provided further that nothing in this Section shall limit the authority of TxDOT or the Independent Engineer to give such direction or take such action as in its opinion is necessary to remove an immediate and present threat to the safety of life or property; 10.3.2.3 Include an agreement by the Key Contractor to give evidence in any dispute resolution proceeding pursuant to Section 17.8, if such participation is requested by either TxDOT or Developer; 10.3.2.4 Without cost to Developer or TxDOT, and subject to the rights of the Collateral Agent set forth in Article 20, expressly permit assignment to TxDOT or its successor, assign or designee of all Developer’s rights under the Key Contract, contingent only upon delivery of written request from TxDOT following termination or expiration of this Agreement, allowing TxDOT or its successor, assign or designee to assume the benefit of Developer’s rights with liability only for those remaining obligations of Developer accruing after the date of assumption, such assignment to include the benefit of all Key Contractor warranties, indemnities, guarantees and professional responsibility; 10.3.2.5 Expressly state that any acceptance of assignment of the Key Contract to TxDOT or its successor, assign or designee shall not operate to make the assignee responsible or liable for any breach of the Key Contract by Developer or for any amounts due and owing under the Key Contract for work or services rendered prior to assumption (but without restriction on the Key Contractor’s rights to suspend work or demobilize due to Developer’s breach); 10.3.2.6 Expressly include a covenant to recognize and attorn to TxDOT upon receipt of written notice from TxDOT that it has exercised step-in rights under this Agreement, without necessity for consent or approval from Developer or to determine whether TxDOT validly exercised its step-in rights, and Developer’s covenant to waive and release any claim or cause of action against the Key Contractor arising out of or relating to its recognition and attornment in reliance on any such written notice;any 10.3.2.7 Expressly include a covenant, expressly stated to survive termination of the Key Contract, to promptly execute and deliver to TxDOT a new contract between the Key Contractor and TxDOT on the same terms and conditions as the Key Contract, in the event (a) the Key Contract is rejected by Developer in bankruptcy or otherwise wrongfully terminated by Developer and (b) TxDOT delivers written request for such new contract following termination or expiration of this Agreement. The Key Contract also shall include a covenant, expressly stated to survive termination of the Key Contract, to the effect that if the Key Contractor was a party to an escrow agreement for an Intellectual Property Escrow and Developer terminates it, then the Key Contractor also shall execute and deliver to TxDOT, concurrently with such new contract, a new escrow agreement on the same termsterms and conditions as the terminated escrow agreement, and shall concurrently make the same deposits to the new Intellectual Property Escrow as made or provided under the terminated escrow agreement. This Section shall not apply to Key Contracts with TxDOT or Governmental Entities; 10.3.2.8 Expressly include requirements that: the Key Contractor (a) will maintain usual and customary books and records for the type and scope of operations of business in which it is engaged (e.g., constructor, equipment Supplier, designer, service provider), (b) permit audit thereof with respect to the Facility or Work by each of Developer, TxDOT and the Independent Engineer in accordance with Section 22.2 and (c) provide progress reports to Developer appropriate for the type of work it is performing sufficient to enable Developer to provide the reports it is required to furnish TxDOT or the Independent Engineer under this Agreement; 10.3.2.9 Include the right of Developer to terminate the Key Contract in whole or in part upon any Termination for Convenience of this Agreement and the Lease or any termination of this Agreement and the Lease due to Force Majeure Event or TxDOT Default, in each case without liability of Developer or TxDOT for the Key Contractor’s lost profits or business opportunity; and 10.3.2.10 Expressly provide that any purported amendment with respect to any of the foregoing matters without the prior written consent of TxDOT shall be null and void.

Key Contract Provisions. ‌ Each Key Contract shall: 10.3.2.1 7.3.2.1 Require the Key Contractor to carry out its scope of work in accordance with the Contract Documents, the Governmental Approvals, applicable Law, and plans, systems and manuals developed and used by Developer pursuant to the Contract Documents; 7.3.2.2 Include a covenant to maintain all licenses required by applicable Law; 7.3.2.3 Set forth a standard of professional responsibility or a standard for commercial practice equal to the requirements of the Contract Documents and in accordance with Best Management Practice for work of similar scope and scale; 7.3.2.4 Set forth warranties, guaranties and liability provisions of the Key Contractor in accordance with Best Management Practice for work of similar scope and scale; 7.3.2.5 Expressly state that all remaining warranties and guarantees, express or implied, shall inure to the benefit of the Department and its successors and assigns upon expiration of the term or earlier termination of the Agreement; 7.3.2.6 Require the Key Contractor to procure the applicable Payment Bond and Performance Security (as applicable) required under Section 16.2, if any, prior to commencement of any work by or on behalf of the Key Contractor; 7.3.2.7 In the case of each Key Contractor that has provided a Payment Bond and/or Performance Security with the Department named as a dual obligee, expressly provide that the Key Contractor shall have no right to suspend or demobilize unless and until it delivers to the Department written notice of Developer’s breach or default; 7.3.2.8 Require the personal services of and not be assignable by the Key Contractor without Developer’s and the Department’s prior written consent, provided that this provision shall not prohibit the subcontracting of portions of the Work; 7.3.2.9 Expressly include the requirements and provisions set forth in this Agreement applicable to Contractors regarding Intellectual Property rights and licenses; 10.3.2.2 7.3.2.10 Expressly require the Key Contractor to participate, at Developer’s request, participate in meetings between Developer and TxDOT the Department concerning matters pertaining to such Key Contractor, its work or the coordination of its work with other Contractors, provided that all direction to such Key Contractor shall be provided by Developer, and provided further that nothing in this Section 7.3.2.10 shall limit the authority of TxDOT or the Independent Engineer Department to give such direction or take such action as in its opinion is necessary to remove an immediate and present threat to the safety of life or property; 10.3.2.3 7.3.2.11 Include an agreement by the Key Contractor to give evidence participate in any dispute resolution proceeding pursuant to Section 17.8Article 24, if such participation is requested by either TxDOT the Department or Developer; 10.3.2.4 Without cost to Developer or TxDOT, and subject to the rights of the Collateral Agent set forth in Article 20, expressly permit assignment to TxDOT or its successor, assign or designee of all Developer’s rights under the Key Contract, contingent only upon delivery of written request from TxDOT following termination or expiration of this Agreement, allowing TxDOT or its successor, assign or designee to assume the benefit of Developer’s rights with liability only for those remaining obligations of Developer accruing after the date of assumption, such assignment to include the benefit of all Key Contractor warranties, indemnities, guarantees and professional responsibility; 10.3.2.5 Expressly state that any acceptance of assignment of the Key Contract to TxDOT or its successor, assign or designee shall not operate to make the assignee responsible or liable for any breach of the Key Contract by Developer or for any amounts due and owing under the Key Contract for work or services rendered prior to assumption (but without restriction on the Key Contractor’s rights to suspend work or demobilize due to Developer’s breach); 10.3.2.6 Expressly include a covenant to recognize and attorn to TxDOT upon receipt of written notice from TxDOT that it has exercised step-in rights under this Agreement, without necessity for consent or approval from Developer or to determine whether TxDOT validly exercised its step-in rights, and Developer’s covenant to waive and release any claim or cause of action against the Key Contractor arising out of or relating to its recognition and attornment in reliance on any such written notice; 10.3.2.7 Expressly include a covenant, expressly stated to survive termination of the Key Contract, to promptly execute and deliver to TxDOT a new contract between the Key Contractor and TxDOT on the same terms and conditions as the Key Contract, in the event (a) the Key Contract is rejected by Developer in bankruptcy or otherwise wrongfully terminated by Developer and (b) TxDOT delivers written request for such new contract following termination or expiration of this Agreement. The Key Contract also shall include a covenant, expressly stated to survive termination of the Key Contract, to the effect that if the Key Contractor was a party to an escrow agreement for an Intellectual Property Escrow and Developer terminates it, then the Key Contractor also shall execute and deliver to TxDOT, concurrently with such new contract, a new escrow agreement on the same terms 10.3.2.8 Expressly include requirements that: the Key Contractor (a) will maintain usual and customary books and records for the type and scope of operations of business in which it is engaged (e.g., constructor, equipment Supplier, designer, service provider), (b) permit audit thereof with respect to the Facility or Work by each of Developer, TxDOT and the Independent Engineer in accordance with Section 22.2 and (c) provide progress reports to Developer appropriate for the type of work it is performing sufficient to enable Developer to provide the reports it is required to furnish TxDOT or the Independent Engineer under this Agreement; 10.3.2.9 Include the right of Developer to terminate the Key Contract in whole or in part upon any Termination for Convenience of this Agreement and the Lease or any termination of this Agreement and the Lease due to Force Majeure Event or TxDOT Default, in each case without liability of Developer or TxDOT for the Key Contractor’s lost profits or business opportunity; and 10.3.2.10 Expressly provide that any purported amendment with respect to any of the foregoing matters without the prior written consent of TxDOT shall be null and void.

Key Contract Provisions. Each Key Contract shall: 10.3.2.1 Expressly include the requirements and provisions set forth in this Agreement applicable to Contractors regarding Intellectual Property rights and licenses; 10.3.2.2 Expressly require the Key Contractor to participate, at Developer’s request, participate in meetings between Developer and TxDOT concerning matters pertaining to such Key Contractor, its work or the coordination of its work with other Contractors, provided that all direction to such Key Contractor shall be provided by Developer, and provided further that nothing in this Section shall limit the authority of TxDOT or the Independent Engineer to give such direction or take such action as in its opinion is necessary to remove an immediate and present threat to the safety of life or property; 10.3.2.3 Include an agreement by the Key Contractor to give evidence in any dispute resolution proceeding pursuant to Section 17.8, if such participation is requested by either TxDOT or Developer; 10.3.2.4 Without cost to Developer or TxDOT, and subject to the rights of the Collateral Agent set forth in Article 20, expressly permit assignment to TxDOT or its successor, assign or designee of all Developer’s rights under the Key Contract, contingent only upon delivery of written request from TxDOT following termination or expiration of this Agreement, allowing TxDOT or its successor, assign or designee to assume the benefit of Developer’s rights with liability only for those remaining obligations of Developer accruing after the date of assumption, such assignment to include the benefit of all Key Contractor warranties, indemnities, guarantees and professional responsibility; 10.3.2.5 Expressly state that any acceptance of assignment of the Key Contract to TxDOT or its successor, assign or designee shall not operate to make the assignee responsible or liable for any breach of the Key Contract by Developer or for any amounts due and owing under the Key Contract for work or services rendered prior to assumption (but without restriction on the Key Contractor’s rights to suspend work or demobilize due to Developer’s breach); 10.3.2.6 Expressly include a covenant to recognize and attorn to TxDOT upon receipt of written notice from TxDOT that it has exercised step-in rights under this Agreement, without necessity for consent or approval from Developer or to determine whether TxDOT validly exercised its step-in rights, and Developer’s covenant to waive and release any claim or cause of action against the Key Contractor arising out of or relating to its recognition and attornment in reliance on any such written notice; 10.3.2.7 Expressly include a covenant, expressly stated to survive termination of the Key Contract, to promptly execute and deliver to TxDOT a new contract between the Key Contractor and TxDOT on the same terms and conditions as the Key Contract, in the event event (a) the Key Contract is rejected by Developer in bankruptcy or otherwise wrongfully terminated by Developer and (b) TxDOT delivers written request for such new contract following termination or expiration Texas Department of this Agreement. The Key Contract also shall include a covenantTransportation IH 000 Xxxxxxx Xxxxx Project 335087_11.DOC - 85 - Request for Proposals, Addendum #9 Volume II, Book 1 – CDA expressly stated to survive termination of the Key Contract, to the effect that if the Key Contractor was a party to an escrow agreement for an Intellectual Property Escrow and Developer terminates it, then the Key Contractor also shall execute and deliver to TxDOT, concurrently with such new contract, a new escrow agreement on the same termsterms and conditions as the terminated escrow agreement, and shall concurrently make the same deposits to the new Intellectual Property Escrow as made or provided under the terminated escrow agreement. This Section shall not apply to Key Contracts with TxDOT or Governmental Entities; 10.3.2.8 Expressly include requirements that: the Key Contractor (a) will maintain usual and customary books and records for the type and scope of operations of business in which it is engaged (e.g., constructor, equipment Supplier, designer, service provider), (b) permit audit thereof with respect to the Facility Project or Work by each of Developer, TxDOT and the Independent Engineer in accordance with Section 22.2 and (c) provide progress reports to Developer appropriate for the type of work it is performing sufficient to enable Developer to provide the reports it is required to furnish TxDOT or the Independent Engineer under this Agreement; 10.3.2.9 Include the right of Developer to terminate the Key Contract in whole or in part upon any Termination for Convenience of this Agreement and the Lease or any termination of this Agreement and the Lease due to Force Majeure Event or TxDOT Default, in each case without liability of Developer or TxDOT for the Key Contractor’s lost profits or business opportunity; and 10.3.2.10 Expressly provide that any purported amendment with respect to any of the foregoing matters without the prior written consent of TxDOT shall be null and void.

Key Contract Provisions. Each Key Contract shall: 10.3.2.1 Expressly include the requirements and provisions set forth in this Agreement applicable to Contractors regarding Intellectual Property rights and licenses; 10.3.2.2 Expressly require the Key Contractor to participate, at Developer’s request, participate in meetings between Developer and TxDOT concerning matters pertaining to such Key Contractor, its work or the coordination of its work with other Contractors, provided that all direction to such Key Contractor shall be provided by Developer, and provided further that nothing in this Section shall limit the authority of TxDOT or the Independent Engineer to give such direction or take such action as in its opinion is necessary to remove an immediate and present threat to the safety of life or property; 10.3.2.3 Include an agreement by the Key Contractor to give evidence in any dispute resolution proceeding pursuant to Section 17.8, if such participation is requested by either TxDOT or Developer; 10.3.2.4 Without cost to Developer or TxDOT, and subject to the rights of the Collateral Agent set forth in Article 20, expressly permit assignment to TxDOT or its successor, assign or designee of all Developer’s rights under the Key Contract, contingent only upon delivery of written request from TxDOT following termination or expiration of this Agreement, allowing TxDOT or its successor, assign or designee to assume the benefit of Developer’s rights with liability only for those remaining obligations of Developer accruing after the date of assumption, such assignment to include the benefit of all Key Contractor warranties, indemnities, guarantees and professional responsibility; 10.3.2.5 Expressly state that any acceptance of assignment of the Key Contract to TxDOT or its successor, assign or designee shall not operate to make the assignee responsible or liable for any breach of the Key Contract by Developer or for any amounts due and owing under the Key Contract for work or services rendered prior to assumption (but without restriction on the Key Contractor’s rights to suspend work or demobilize due to Developer’s breach); 10.3.2.6 Expressly include a covenant to recognize and attorn to TxDOT upon receipt of written notice from TxDOT that it has exercised step-in rights under this Agreement, without necessity for consent or approval from Developer or to determine whether TxDOT validly exercised its step-in rights, and Developer’s covenant to waive and release any claim or cause of action against the Key Contractor arising out of or relating to its recognition and attornment in reliance on any such written notice; 10.3.2.7 Expressly include a covenant, expressly stated to survive termination of the Key Contract, to promptly execute and deliver to TxDOT a new contract between the Key Contractor and TxDOT on the same terms and conditions as the Key Contract, in the event event (a) the Key Contract is rejected by Developer in bankruptcy or otherwise wrongfully terminated by Developer and (b) TxDOT delivers written request for such new contract following termination or expiration of this Agreement. The Key Contract also shall include a covenant, expressly stated to survive termination of the Key Contract, to the effect that if the Key Contractor was a party to an escrow agreement for an Intellectual Property Escrow and Developer terminates it, then the Key Contractor also shall execute and deliver to TxDOT, concurrently with such new contract, a new escrow agreement on the same termsterms and conditions as the terminated escrow agreement, and shall concurrently make the same deposits to the new Intellectual Property Escrow as made or provided under the terminated escrow agreement. This Section shall not apply to Key Contracts with TxDOT or Governmental Entities; 10.3.2.8 Expressly include requirements that: the Key Contractor (a) will maintain usual and customary books and records for the type and scope of operations of business in which it is engaged (e.g., constructor, equipment Supplier, designer, service provider), (b) permit audit thereof with respect to the Facility Project or Work by each of Developer, TxDOT and the Independent Engineer in accordance with Section 22.2 and (c) provide progress reports to Developer appropriate for the type of work it is performing sufficient to enable Developer to provide the reports it is required to furnish TxDOT or the Independent Engineer under this Agreement; 10.3.2.9 Include the right of Developer to terminate the Key Contract in whole or in part upon any Termination for Convenience of this Agreement and the Lease or any termination of this Agreement and the Lease due to Force Majeure Event or TxDOT Default, in each case without liability of Developer or TxDOT for the Key Contractor’s lost profits or business opportunity; andor 10.3.2.10 Expressly provide that any purported amendment with respect to any of the foregoing matters without the prior written consent of TxDOT shall be null and void.

Key Contract Provisions. Each Key Contract shallshall expressly: 10.3.2.1 Expressly i) require the Key Contractor to carry out its scope of work in accordance with this Agreement and Applicable Law; ii) set forth a standard of professional responsibility or a standard for commercial practice equal to the requirements of this Agreement and in accordance with Good Industry Practice for work of similar scope and scale; iii) set forth a standard for representations, warranties, guaranties and liability provisions of the Key Contractor in accordance with Good Industry Practice for work of similar scope and scale; iv) state that all remaining warranties and guarantees, express or implied, shall inure to the benefit of MDOT upon the Expiry Date; v) require the Key Contractor to procure the applicable Performance Security required under Article 42, if any, prior to commencement of any Project Operations by or on behalf of the Key Contractor or as otherwise required under this Agreement; vi) provide that the Key Contractor shall have no right to suspend or demobilize unless and until it delivers to MDOT notice of the other contracting party’s breach or default; vii) require the personal services of and not be assignable by the Key Contractor without Project Company’s and MDOT’s prior written consent, provided that this provision shall not prohibit the subcontracting of portions of the Project Operations; viii) include the requirements and provisions set forth in this Agreement applicable to Contractors regarding Intellectual Property rights and licenses; 10.3.2.2 Expressly ix) expressly include a covenant to maintain all licenses required by Applicable Law; x) require the Key Contractor to participate, at Developer’s request, participate in meetings between Developer Project Company and TxDOT MDOT concerning matters pertaining relevant to such the Key Contractor, its work or Contractor in connection with the coordination of its work with other ContractorsProject Operations, provided that all direction to such Key Contractor shall be provided by DeveloperProject Company or other party to the Key Contract, and provided further that nothing in this Section Schedule 9 shall limit the authority of TxDOT or the Independent Engineer MDOT to give such direction or take such action as in its opinion is necessary to remove an immediate and present threat to the safety of life or property; 10.3.2.3 Include xi) include an agreement by the Key Contractor to give evidence in any dispute Dispute resolution proceeding pursuant to Section 17.8Schedule 4 - Dispute Resolution Procedures, if such participation is requested by either TxDOT at the request of MDOT or DeveloperProject Company; 10.3.2.4 Without cost to Developer or TxDOT, and xii) subject to the rights of the Collateral Agent set forth in Article 20Lenders’ Direct Agreement, expressly permit assignment to TxDOT MDOT or its successor, assign the Collateral Agent or designee of all DeveloperProject Company’s or other contracting party’s rights under the Key Contract, contingent only upon delivery of written request from TxDOT MDOT following termination or expiration of this Agreement, allowing TxDOT or its successor, assign or designee to MDOT assume the benefit of DeveloperProject Company’s or other contracting party’s rights with liability only for those remaining obligations of Developer Project Company or the other contracting party accruing after the date of assumption, such assignment to include the benefit of all Key Contractor warranties, indemnities, guarantees and professional responsibility; 10.3.2.5 Expressly xiii) expressly state that any acceptance of assignment assumption of the Key Contract to TxDOT or its successor, assign or designee by MDOT shall not operate to make the assignee responsible or liable for any breach of the Key Contract by Developer Project Company or the other contracting party or for any amounts due and owing under the Key Contract for work or services rendered prior to assumption (but assumption, without restriction on prejudice, however, to any rights of the Contractor under the Key Contractor’s rights Contract or Applicable Law to suspend work or demobilize due terminate the Key Contract by reason of any such breach or failure to Developer’s breach)pay amounts due; 10.3.2.6 Expressly xiv) expressly include (a) a covenant to recognize and attorn to TxDOT MDOT upon receipt of written notice Notice from TxDOT MDOT that it has exercised stepStep-in rights under this AgreementRights, without necessity for consent or approval from Developer Project Company or to determine whether TxDOT MDOT validly exercised its stepStep-in rightsRights, and Developer(b) Project Company’s covenant to waive and release any claim or cause of action against the Key Contractor arising out of or relating to in connection with its recognition and attornment in reliance on any such written noticeNotice; 10.3.2.7 Expressly include a covenant, expressly stated to survive termination of the Key Contract, to promptly execute and deliver to TxDOT a new contract between the Key Contractor and TxDOT on the same terms and conditions as the Key Contract, in the event (a) the Key Contract is rejected by Developer in bankruptcy or otherwise wrongfully terminated by Developer and (b) TxDOT delivers written request for such new contract following termination or expiration of this Agreement. The Key Contract also shall include a covenant, expressly stated to survive termination of the Key Contract, to the effect that if the Key Contractor was a party to an escrow agreement for an Intellectual Property Escrow and Developer terminates it, then the Key Contractor also shall execute and deliver to TxDOT, concurrently with such new contract, a new escrow agreement on the same terms 10.3.2.8 Expressly include requirements that: the Key Contractor (a) will maintain usual and customary books and records for the type and scope of operations of business in which it is engaged (e.g., constructor, equipment Supplier, designer, service provider), (b) permit audit thereof with respect to the Facility or Work by each of Developer, TxDOT and the Independent Engineer in accordance with Section 22.2 and (c) provide progress reports to Developer appropriate for the type of work it is performing sufficient to enable Developer to provide the reports it is required to furnish TxDOT or the Independent Engineer under this Agreement; 10.3.2.9 Include the right of Developer to terminate the Key Contract in whole or in part upon any Termination for Convenience of this Agreement and the Lease or any termination of this Agreement and the Lease due to Force Majeure Event or TxDOT Default, in each case without liability of Developer or TxDOT for the Key Contractor’s lost profits or business opportunity; and 10.3.2.10 Expressly provide that any purported amendment with respect to any of the foregoing matters without the prior written consent of TxDOT shall be null and void.