Common use of Maintenance Contractor Defaults Clause in Contracts

Maintenance Contractor Defaults. Maintenance Contractor shall be in default under this Capital Maintenance Agreement upon the occurrence of any one or more of the following events or conditions (each a “Maintenance Contractor Default”): (a) A DB Contractor Event of Default under the Design-Build Agreement. (b) Maintenance Contractor fails to timely observe or perform or cause to be observed or performed any covenant, agreement, obligation, term or condition required to be observed or performed by Maintenance Contractor under the CMA Documents, including failure to perform the Maintenance Services in accordance with the CMA Documents. (c) Maintenance Contractor fails to resume performance of Maintenance Services which have been suspended or stopped, within the time specified in the originating notification after receipt of notice from TxDOT to do so or (if applicable) after cessation of the event preventing performance. (d) Maintenance Contractor suspends, ceases, stops or abandons the Maintenance Services or fails to continuously and diligently prosecute the Maintenance Services (exclusive of work stoppage: (i) due to termination by TxDOT, or (ii) due to and during the continuance of a Force Majeure Event or suspension by TxDOT). (e) Maintenance Contractor fails to maintain the insurance, bonds, letters of credit and guarantees required hereunder; provided, however, that TxDOT shall not seek recourse against the then-current Maintenance Performance Bond in the event of Maintenance Contractor’s failure to provide a Maintenance Payment Bond or a Maintenance Performance Bond for any subsequent Maintenance Term. (f) Maintenance Contractor attempts or purports to assign or transfer the CMA Documents or any right or interest herein, except as expressly permitted under this Capital Maintenance Agreement. (g) Maintenance Contractor fails, absent a valid dispute, to make payment when due for labor, equipment or materials in accordance with its agreements with Subcontractors or Suppliers and in accordance with applicable Laws, or shall have failed to comply with any Law or failed reasonably to comply with the instructions of TxDOT consistent with the CMA Documents, or fails to make payment to TxDOT when due of any amounts owing to TxDOT under this Capital Maintenance Agreement. (h) Maintenance Contractor breaches any other agreement, representation, covenant or warranty contained in the CMA Documents. (i) Maintenance Contractor fails to discharge or obtain a stay within ten Days of any final judgment(s) or order for the payment of money against it in excess of $100,000 in the aggregate arising out of the prosecution of the Maintenance Services (provided that, for purposes hereof, posting of a bond in the amount of 125% of such judgment or order shall be deemed an effective stay). (j) Any Guarantor revokes or attempts to revoke its obligations under its guarantee or otherwise takes the position that such instrument is no longer in full force and effect. (k) Any final judgment is issued holding Maintenance Contractor or any Guarantor liable for an amount in excess of $100,000 based on a finding of intentional or reckless misconduct or violation of a state or federal false claims act. (l) Any representation or warranty made by Maintenance Contractor or any Guarantor in the CMA Documents or any certificate, invoice, schedule, instrument or other document delivered by Maintenance Contractor pursuant to the CMA Documents was false or materially misleading when made. (m) Maintenance Contractor commences a voluntary case seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar Law now or hereafter in effect; seeks the appointment of a trustee, receiver, liquidator, custodian or other similar official to protect a substantial part of Maintenance Contractor's assets; becomes insolvent, or generally does not pay its debts as they become due; admits in writing its inability to pay its debts; makes an assignment for the benefit of creditors; or takes any action to authorize any of the foregoing; or any of the foregoing acts or events shall occur with respect to any of Maintenance Contractor’s partners, members or joint venturers, or any Surety or Guarantor. (n) An involuntary case shall be commenced against Maintenance Contractor seeking liquidation, reorganization, dissolution, winding up, a composition or arrangement with creditors, a readjustment of debts or other relief with respect to Maintenance Contractor or Maintenance Contractor's debts under any bankruptcy, insolvency or other similar Law now or hereafter in effect; seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of Maintenance Contractor or any substantial part of Maintenance Contractor's assets; seeking the issuance of a writ of attachment, execution, or similar process; or seeking like relief, and such involuntary case shall not be contested by Maintenance Contractor in good faith or shall remain undismissed and unstayed for a period of 60 Days; or any of the foregoing acts or events shall occur with respect to any of Maintenance Contractor’s partners, members or joint venturers, or any Surety or Guarantor.

Maintenance Contractor Defaults. Maintenance Contractor shall be in default under this Capital Comprehensive Maintenance Agreement upon the occurrence of any one or more of the following events or conditions (each a “Maintenance Contractor Default”): (a) A DB Contractor Event of Default under the Design-Build Agreement. (b) Maintenance Contractor fails to timely observe or perform or cause to be observed or performed any covenant, agreement, obligation, term or condition required to be observed or performed by Maintenance Contractor under the CMA COMA Documents, including failure to perform the Maintenance Services in accordance with the CMA COMA Documents. (c) Maintenance Contractor fails to resume performance of Maintenance Services which have been suspended or stopped, within the time specified in the originating notification after receipt of notice from TxDOT to do so or (if applicable) after cessation of the event preventing performance. (d) Maintenance Contractor suspends, ceases, stops or abandons performance of the Maintenance Services or fails to continuously and diligently prosecute the Maintenance Services (exclusive of work stoppage: (i) due to termination by TxDOT, or (ii) due to and during the continuance of a Force Majeure Event or suspension by TxDOT). (e) Maintenance Contractor fails to maintain the insurance, bonds, letters of credit and guarantees required hereunder; provided, however, that TxDOT shall not seek recourse against the then-current Maintenance Performance Bond in the event of Maintenance Contractor’s failure to provide a Maintenance Payment Bond or a Maintenance Performance Bond for any subsequent Maintenance Term. (f) Maintenance Contractor attempts or purports to assign or transfer the CMA COMA Documents or any right or interest herein, except as expressly permitted under this Capital Comprehensive Maintenance Agreement. (g) Maintenance Contractor fails, absent a valid dispute, to make payment when due for labor, equipment or materials in accordance with its agreements with Subcontractors or Suppliers and in accordance with applicable Laws, or shall have failed to comply with any Law or failed reasonably to comply with the instructions of TxDOT consistent with the CMA COMA Documents, or fails to make payment to TxDOT when due of any amounts owing to TxDOT under this Capital Comprehensive Maintenance Agreement. (h) Maintenance Contractor breaches any other agreement, representation, covenant or warranty contained in the CMA COMA Documents. (i) Maintenance Contractor fails to discharge or obtain a stay within ten Days of any final judgment(s) or order for the payment of money against it in excess of $100,000 in the aggregate arising out of the prosecution of the Maintenance Services (provided that, for purposes hereof, posting of a bond in the amount of 125% of such judgment or order shall be deemed an effective stay). (j) Any Guarantor revokes or attempts to revoke its obligations under its guarantee or otherwise takes the position that such instrument is no longer in full force and effect. (k) Any final judgment is issued holding Maintenance Contractor or any Guarantor liable for an amount in excess of $100,000 based on a finding of intentional or reckless misconduct or violation of a state or federal false claims act. (l) Any representation or warranty made by Maintenance Contractor or any Guarantor in the CMA COMA Documents or any certificate, invoice, schedule, instrument or other document delivered by Maintenance Contractor pursuant to the CMA COMA Documents was false or materially misleading when made. (m) Maintenance Contractor commences a voluntary case seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar Law now or hereafter in effect; seeks the appointment of a trustee, receiver, liquidator, custodian or other similar official to protect a substantial part of Maintenance Contractor's assets; becomes insolvent, or generally does not pay its debts as they become due; admits in writing its inability to pay its debts; makes an assignment for the benefit of creditors; or takes any action to authorize any of the foregoing; or any of the foregoing acts or events shall occur with respect to any of Maintenance Contractor’s partners, members or joint venturers, or any Surety or Guarantor. (n) An involuntary case shall be commenced against Maintenance Contractor seeking liquidation, reorganization, dissolution, winding up, a composition or arrangement with creditors, a readjustment of debts or other relief with respect to Maintenance Contractor or Maintenance Contractor's debts under any bankruptcy, insolvency or other similar Law now or hereafter in effect; seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of Maintenance Contractor or any substantial part of Maintenance Contractor's assets; seeking the issuance of a writ of attachment, execution, or similar process; or seeking like relief, and such involuntary case shall not be contested by Maintenance Contractor in good faith or shall remain undismissed and unstayed for a period of 60 Days; or any of the foregoing acts or events shall occur with respect to any of Maintenance Contractor’s partners, members or joint venturers, or any Surety or Guarantor.

Maintenance Contractor Defaults. Maintenance Contractor shall be in default under this Capital Comprehensive Maintenance Agreement upon the occurrence of any one or more of the following events or conditions (each a “Maintenance Contractor Default”): (a) A DB Contractor Event of Default under the Design-Build Agreement. (b) Maintenance Contractor fails to timely observe or perform or cause to be observed or performed any covenant, agreement, obligation, term or condition required to be observed or performed by Maintenance Contractor under the CMA COMA Documents, including failure to perform the Maintenance Services in accordance with the CMA COMA Documents. (c) Maintenance Contractor fails to resume performance of Maintenance Services which have been suspended or stopped, within the time specified in the originating notification after receipt of notice from TxDOT to do so or (if applicable) after cessation of the event preventing performance. (d) Maintenance Contractor suspends, ceases, stops or abandons performance of the Maintenance Services or fails to continuously and diligently prosecute the Maintenance Services (exclusive of work stoppage: (i) due to termination by TxDOT, or (ii) due to and during the continuance of a Force Majeure Event or suspension by TxDOT). (e) Maintenance Contractor fails to provide and maintain the insurance, bonds, letters of credit and guarantees required hereunder; provided, however, that TxDOT shall not seek recourse against the then-current Maintenance Performance Bond in the event of Maintenance Contractor’s failure to provide a Maintenance Payment Bond or a Maintenance Performance Bond for any subsequent Maintenance Term. (f) Maintenance Contractor attempts or purports to assign or transfer the CMA COMA Documents or any right or interest herein, except as expressly permitted under this Capital Comprehensive Maintenance Agreement. (g) Maintenance Contractor fails, absent a valid dispute, to make payment when due for labor, equipment or materials in accordance with its agreements with Subcontractors or Suppliers and in accordance with applicable Laws, or shall have failed to comply with any Law or failed reasonably to comply with the instructions of TxDOT consistent with the CMA COMA Documents, or fails to make payment to TxDOT when due of any amounts owing to TxDOT under this Capital Comprehensive Maintenance Agreement. (h) Maintenance Contractor breaches any other agreement, representation, covenant or warranty contained in the CMA COMA Documents. (i) Maintenance Contractor fails to discharge or obtain a stay within ten Days of any final judgment(s) or order for the payment of money against it in excess of $100,000 in the aggregate arising out of the prosecution of the Maintenance Services (provided that, for purposes hereof, posting of a bond in the amount of 125% of such judgment or order shall be deemed an effective stay). (j) Any Guarantor revokes or attempts to revoke its obligations under its guarantee or otherwise takes the position that such instrument is no longer in full force and effect. (k) Any final judgment is issued holding Maintenance Contractor or any Guarantor liable for an amount in excess of $100,000 based on a finding of intentional or reckless misconduct or violation of a state or federal false claims act. (l) Any representation or warranty made by Maintenance Contractor or any Guarantor in the CMA COMA Documents or any certificate, invoice, schedule, instrument or other document delivered by Maintenance Contractor pursuant to the CMA COMA Documents was false or materially misleading when made. (m) Maintenance Contractor commences a voluntary case seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar Law now or hereafter in effect; seeks the appointment of a trustee, receiver, liquidator, custodian or other similar official to protect a substantial part of Maintenance Contractor's assets; becomes insolvent, or generally does not pay its debts as they become due; admits in writing its inability to pay its debts; makes an assignment for the benefit of creditors; or takes any action to authorize any of the foregoing; or any of the foregoing acts or events shall occur with respect to any of Maintenance Contractor’s partners, members or joint venturers, or any Surety or Guarantor. (n) An involuntary case shall be commenced against Maintenance Contractor seeking liquidation, reorganization, dissolution, winding up, a composition or arrangement with creditors, a readjustment of debts or other relief with respect to Maintenance Contractor or Maintenance Contractor's debts under any bankruptcy, insolvency or other similar Law now or hereafter in effect; seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of Maintenance Contractor or any substantial part of Maintenance Contractor's assets; seeking the issuance of a writ of attachment, execution, or similar process; or seeking like relief, and such involuntary case shall not be contested by Maintenance Contractor in good faith or shall remain undismissed and unstayed for a period of 60 Days; or any of the foregoing acts or events shall occur with respect to any of Maintenance Contractor’s partners, members or joint venturers, or any Surety or Guarantor.

Maintenance Contractor Defaults. Maintenance Contractor shall be in default under this Capital Maintenance Agreement upon the occurrence of any one or more of the following events or conditions (each a “Maintenance Contractor Default”): (a) A DB Contractor Developer Event of Default under the Design-Build Development Agreement. (b) Maintenance Contractor fails to timely observe or perform or cause to be observed or performed any covenant, agreement, obligation, term or condition required to be observed or performed by Maintenance Contractor under the CMA Documents, including failure to perform the Maintenance Services in accordance with the CMA Documents. (c) Maintenance Contractor fails to resume performance of Maintenance Services which have been suspended or stopped, within the time specified in the originating notification after receipt of notice from TxDOT to do so or (if applicable) after cessation of the event preventing performance. (d) Maintenance Contractor suspends, ceases, stops or abandons the Maintenance Services or fails to continuously and diligently prosecute the Maintenance Services (exclusive of work stoppage: (i) due to termination by TxDOT, or (ii) due to and during the continuance of a Force Majeure Event or suspension by TxDOT). (e) Maintenance Contractor fails to maintain the insurance, bonds, letters of credit and guarantees required hereunder; provided, however, that TxDOT shall not seek recourse against the then-current Maintenance Performance Bond in the event of Maintenance Contractor’s failure to provide a Maintenance Payment Bond or a Maintenance Performance Bond for any subsequent Maintenance Term. (f) Maintenance Contractor attempts or purports to assign or transfer the CMA Documents or any right or interest herein, except as expressly permitted under this Capital Maintenance Agreement. (g) Maintenance Contractor fails, absent a valid dispute, to make payment when due for labor, equipment or materials in accordance with its agreements with Subcontractors or Suppliers and in accordance with applicable Laws, or shall have failed to comply with any Law or failed reasonably to comply with the instructions of TxDOT consistent with the CMA Documents, or fails to make payment to TxDOT when due of any amounts owing to TxDOT under this Capital Maintenance Agreement. (h) Maintenance Contractor breaches any other agreement, representation, covenant or warranty contained in the CMA Documents. (i) Maintenance Contractor fails to discharge or obtain a stay within ten Days of any final judgment(s) or order for the payment of money against it in excess of $100,000 in the aggregate arising out of the prosecution of the Maintenance Services (provided that, for purposes hereof, posting of a bond in the amount of 125% of such judgment or order shall be deemed an effective stay). (j) Any Guarantor revokes or attempts to revoke its obligations under its guarantee or otherwise takes the position that such instrument is no longer in full force and effect. (k) Any final judgment is issued holding Maintenance Contractor or any Guarantor liable for an amount in excess of $100,000 based on a finding of intentional or reckless misconduct or violation of a state or federal false claims act. (l) Any representation or warranty made by Maintenance Contractor or any Guarantor in the CMA Documents or any certificate, invoice, schedule, instrument or other document delivered by Maintenance Contractor pursuant to the CMA Documents was false or materially misleading when made. (m) Maintenance Contractor commences a voluntary case seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar Law now or hereafter in effect; seeks the appointment of a trustee, receiver, liquidator, custodian or other similar official to protect a substantial part of Maintenance Contractor's assets; becomes insolvent, or generally does not pay its debts as they become due; admits in writing its inability to pay its debts; makes an assignment for the benefit of creditors; or takes any action to authorize any of the foregoing; or any of the foregoing acts or events shall occur with respect to any of Maintenance Contractor’s partners, members or joint venturers, or any Surety or Guarantor. (n) An involuntary case shall be commenced against Maintenance Contractor seeking liquidation, reorganization, dissolution, winding up, a composition or arrangement with creditors, a readjustment of debts or other relief with respect to Maintenance Contractor or Maintenance Contractor's debts under any bankruptcy, insolvency or other similar Law now or hereafter in effect; seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of Maintenance Contractor or any substantial part of Maintenance Contractor's assets; seeking the issuance of a writ of attachment, execution, or similar process; or seeking like relief, and such involuntary case shall not be contested by Maintenance Contractor in good faith or shall remain undismissed and unstayed for a period of 60 Days; or any of the foregoing acts or events shall occur with respect to any of Maintenance Contractor’s partners, members or joint venturers, or any Surety or Guarantor.

Maintenance Contractor Defaults. Maintenance Contractor shall be in default under this Capital Comprehensive Maintenance Agreement upon the occurrence of any one or more of the following events or conditions (each a “Maintenance Contractor Default”): (a) A DB Contractor Developer Event of Default under the Design-Build Development Agreement. (b) Maintenance Contractor fails to timely observe or perform or cause to be observed or performed any covenant, agreement, obligation, term or condition required to be observed or performed by Maintenance Contractor under the CMA COMA Documents, including failure to perform the Maintenance Services in accordance with the CMA COMA Documents. (c) Maintenance Contractor fails to resume performance of Maintenance Services which have been suspended or stopped, within the time specified in the originating notification after receipt of notice from TxDOT to do so or (if applicable) after cessation of the event preventing performance. (d) Maintenance Contractor suspends, ceases, stops or abandons the Maintenance Services or fails to continuously and diligently prosecute the Maintenance Services (exclusive of work stoppage: (i) due to termination by TxDOT, or (ii) due to and during the continuance of a Force Majeure Event or suspension by TxDOT). (e) Maintenance Contractor fails to maintain the insurance, bonds, letters of credit and guarantees required hereunder; provided, however, that TxDOT shall not seek recourse against the then-current Maintenance Performance Bond in the event of Maintenance Contractor’s failure to provide a Maintenance Payment Bond or a Maintenance Performance Bond for any subsequent Maintenance Term. (f) Maintenance Contractor attempts or purports to assign or transfer the CMA COMA Documents or any right or interest herein, except as expressly permitted under this Capital Comprehensive Maintenance Agreement. (g) Maintenance Contractor fails, absent a valid dispute, to make payment when due for labor, equipment or materials in accordance with its agreements with Subcontractors or Suppliers and in accordance with applicable Laws, or shall have failed to comply with any Law or failed reasonably to comply with the instructions of TxDOT consistent with the CMA COMA Documents, or fails to make payment to TxDOT when due of any amounts owing to TxDOT under this Capital Comprehensive Maintenance Agreement. (h) Maintenance Contractor breaches any other agreement, representation, covenant or warranty contained in the CMA COMA Documents. (i) Maintenance Contractor fails to discharge or obtain a stay within ten Days of any final judgment(s) or order for the payment of money against it in excess of $100,000 in the aggregate arising out of the prosecution of the Maintenance Services (provided that, for purposes hereof, posting of a bond in the amount of 125% of such judgment or order shall be deemed an effective stay). (j) Any Guarantor revokes or attempts to revoke its obligations under its guarantee or otherwise takes the position that such instrument is no longer in full force and effect. (k) Any final judgment is issued holding Maintenance Contractor or any Guarantor liable for an amount in excess of $100,000 based on a finding of intentional or reckless misconduct or violation of a state or federal false claims act. (l) Any representation or warranty made by Maintenance Contractor or any Guarantor in the CMA COMA Documents or any certificate, invoice, schedule, instrument or other document delivered by Maintenance Contractor pursuant to the CMA COMA Documents was false or materially misleading when made. (m) Maintenance Contractor commences a voluntary case seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar Law now or hereafter in effect; seeks the appointment of a trustee, receiver, liquidator, custodian or other similar official to protect a substantial part of Maintenance Contractor's assets; becomes insolvent, or generally does not pay its debts as they become due; admits in writing its inability to pay its debts; makes an assignment for the benefit of creditors; or takes any action to authorize any of the foregoing; or any of the foregoing acts or events shall occur with respect to any of Maintenance Contractor’s partners, members or joint venturers, or any Surety or Guarantor. (n) An involuntary case shall be commenced against Maintenance Contractor seeking liquidation, reorganization, dissolution, winding up, a composition or arrangement with creditors, a readjustment of debts or other relief with respect to Maintenance Contractor or Maintenance Contractor's debts under any bankruptcy, insolvency or other similar Law now or hereafter in effect; seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of Maintenance Contractor or any substantial part of Maintenance Contractor's assets; seeking the issuance of a writ of attachment, execution, or similar process; or seeking like relief, and such involuntary case shall not be contested by Maintenance Contractor in good faith or shall remain undismissed and unstayed for a period of 60 Days; or any of the foregoing acts or events shall occur with respect to any of Maintenance Contractor’s partners, members or joint venturers, or any Surety or Guarantor.

Maintenance Contractor Defaults. Maintenance Contractor shall be in default under this Capital Maintenance Agreement CMA upon the occurrence of any one or more of the following events or conditions (each a “Maintenance Contractor Default”): (a) A DB Contractor Developer Event of Default under the Design-Build Development Agreement. (b) Maintenance Contractor fails to timely observe or perform or cause to be observed or performed any covenant, agreement, obligation, term or condition required to be observed or performed by Maintenance Contractor under the CMA Documents, including failure to perform the Maintenance Services in accordance with the CMA Documents. (c) Maintenance Contractor fails to resume performance of Maintenance Services which have been suspended or stopped, within the time specified in the originating notification after receipt of notice from TxDOT to do so or (if applicable) after cessation of the event preventing performance. (d) Maintenance Contractor suspends, ceases, stops or abandons the Maintenance Services or fails to continuously and diligently prosecute the Maintenance Services (exclusive of work stoppage: (i) due to termination by TxDOT, or (ii) due to and during the continuance of a Force Majeure Event or suspension by TxDOT). (e) Maintenance Contractor fails to provide and maintain the insurance, bonds, letters of credit and guarantees required hereunder; provided, however, that TxDOT shall not seek recourse against the then-current Maintenance Performance Bond in the event of Maintenance Contractor’s failure to provide a Maintenance Payment Bond or a Maintenance Performance Bond for any subsequent Maintenance Term. (f) Maintenance Contractor attempts or purports to assign or transfer the CMA Documents or any right or interest herein, except as expressly permitted under this Capital Maintenance AgreementCMA. (g) Maintenance Contractor fails, absent a valid disputeDispute, to make payment when due for labor, equipment or materials in accordance with its agreements with Subcontractors or Suppliers and in accordance with applicable Laws, or shall have failed to comply with any Law or failed reasonably to comply with the instructions of TxDOT consistent with the CMA Documents, or fails to make payment to TxDOT when due of any amounts owing to TxDOT under this Capital Maintenance AgreementCMA. (h) Maintenance Contractor breaches any other agreement, representation, covenant or warranty contained in the CMA Documents. (i) Maintenance Contractor fails to discharge or obtain a stay within ten Days of any final judgment(s) or order for the payment of money against it in excess of $100,000 in the aggregate arising out of the prosecution of the Maintenance Services (provided that, for purposes hereof, posting of a bond in the amount of 125% of such judgment or order shall be deemed an effective stay). (j) Any Guarantor revokes or attempts to revoke its obligations under its guarantee or otherwise takes the position that such instrument is no longer in full force and effect. (k) Any final judgment is issued holding Maintenance Contractor or any Guarantor liable for an amount in excess of $100,000 based on a finding of intentional or reckless misconduct or violation of a state or federal false claims Claims act. (l) Any representation or warranty made by Maintenance Contractor or any Guarantor in the CMA Documents or any certificate, invoice, schedule, instrument or other document delivered by Maintenance Contractor pursuant to the CMA Documents was false or materially misleading when made. (m) Maintenance Contractor commences a voluntary case seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar Law now or hereafter in effect; seeks the appointment of a trustee, receiver, liquidator, custodian or other similar official to protect a substantial part of Maintenance Contractor's assets; becomes insolvent, or generally does not pay its debts as they become due; admits in writing its inability to pay its debts; makes an assignment for the benefit of creditors; or takes any action to authorize any of the foregoing; or any of the foregoing acts or events shall occur with respect to any of Maintenance Contractor’s partners, members or joint venturers, or any Surety or Guarantor. (n) An involuntary case shall be commenced against Maintenance Contractor seeking liquidation, reorganization, dissolution, winding up, a composition or arrangement with creditors, a readjustment of debts or other relief with respect to Maintenance Contractor or Maintenance Contractor's debts under any bankruptcy, insolvency or other similar Law now or hereafter in effect; seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of Maintenance Contractor or any substantial part of Maintenance Contractor's assets; seeking the issuance of a writ of attachment, execution, or similar process; or seeking like relief, and such involuntary case shall not be contested by Maintenance Contractor in good faith or shall remain undismissed and unstayed for a period of 60 Days; or any of the foregoing acts or events shall occur with respect to any of Maintenance Contractor’s partners, members or joint venturers, or any Surety or Guarantor.

Maintenance Contractor Defaults. Maintenance Contractor shall be in default under this Capital Maintenance Agreement upon the occurrence of any one or more of the following events or conditions (each a “Maintenance Contractor Default”): (a) A DB Contractor Developer Event of Default under the Design-Build Development Agreement. (b) Maintenance Contractor fails to timely observe or perform or cause to be observed or performed any covenant, agreement, obligation, term or condition required to be observed or performed by Maintenance Contractor under the CMA Documents, including failure to perform the Maintenance Services in accordance with the CMA Documents. (c) Maintenance Contractor fails to resume performance of Maintenance Services which have been suspended or stopped, within the time specified in the originating notification after receipt of notice from TxDOT to do so or (if applicable) after cessation of the event preventing performance. (d) Maintenance Contractor suspends, ceases, stops or abandons the Maintenance Services or fails to continuously and diligently prosecute the Maintenance Services (exclusive of work stoppage: (i) due to termination by TxDOT, or (ii) due to and during the continuance of a Force Majeure Event or suspension by TxDOT). (e) Maintenance Contractor fails to maintain the insurance, bonds, letters of credit and guarantees required hereunder; provided, however, that TxDOT shall not seek recourse against the then-current Maintenance Performance Bond in the event of Maintenance Contractor’s failure to provide a Maintenance Payment Bond or a Maintenance Performance Bond for any subsequent Maintenance Term. (f) Maintenance Contractor attempts or purports to assign or transfer the CMA Documents or any right or interest herein, except as expressly permitted under this Capital Maintenance Agreement. (g) Maintenance Contractor fails, absent a valid dispute, to make payment when due for labor, equipment or materials in accordance with its agreements with Subcontractors or Suppliers and in accordance with applicable Laws, or shall have failed to comply with any Law or failed reasonably to comply with the instructions of TxDOT consistent with the CMA Documents, or fails to make payment to TxDOT when due of any amounts owing to TxDOT under this Capital Maintenance Agreement. (h) Maintenance Contractor breaches any other agreement, representation, covenant or warranty contained in the CMA Documents. (i) Maintenance Contractor fails to discharge or obtain a stay within ten Days of any final judgment(s) or order for the payment of money against it in excess of Texas Department of Transportation RFP Addendum 1Final Request for Proposals SH 99 Grand Parkway Project 67 Capital Maintenance Agreement $100,000 in the aggregate arising out of the prosecution of the Maintenance Services (provided that, for purposes hereof, posting of a bond in the amount of 125% of such judgment or order shall be deemed an effective stay). (j) Any Guarantor revokes or attempts to revoke its obligations under its guarantee or otherwise takes the position that such instrument is no longer in full force and effect. (k) Any final judgment is issued holding Maintenance Contractor or any Guarantor liable for an amount in excess of $100,000 based on a finding of intentional or reckless misconduct or violation of a state or federal false claims act. (l) Any representation or warranty made by Maintenance Contractor or any Guarantor in the CMA Documents or any certificate, invoice, schedule, instrument or other document delivered by Maintenance Contractor pursuant to the CMA Documents was false or materially misleading when made. (m) Maintenance Contractor commences a voluntary case seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar Law now or hereafter in effect; seeks the appointment of a trustee, receiver, liquidator, custodian or other similar official to protect a substantial part of Maintenance Contractor's assets; becomes insolvent, or generally does not pay its debts as they become due; admits in writing its inability to pay its debts; makes an assignment for the benefit of creditors; or takes any action to authorize any of the foregoing; or any of the foregoing acts or events shall occur with respect to any of Maintenance Contractor’s partners, members or joint venturers, or any Surety or Guarantor. (n) An involuntary case shall be commenced against Maintenance Contractor seeking liquidation, reorganization, dissolution, winding up, a composition or arrangement with creditors, a readjustment of debts or other relief with respect to Maintenance Contractor or Maintenance Contractor's debts under any bankruptcy, insolvency or other similar Law now or hereafter in effect; seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of Maintenance Contractor or any substantial part of Maintenance Contractor's assets; seeking the issuance of a writ of attachment, execution, or similar process; or seeking like relief, and such involuntary case shall not be contested by Maintenance Contractor in good faith or shall remain undismissed and unstayed for a period of 60 Days; or any of the foregoing acts or events shall occur with respect to any of Maintenance Contractor’s partners, members or joint venturers, or any Surety or Guarantor.

Maintenance Contractor Defaults. Maintenance Contractor shall be in default under this Capital Maintenance Agreement upon the occurrence of any one or more of the following events or conditions (each a “Maintenance Contractor Default”): (a) A DB Contractor Developer Event of Default under the Design-Build Comprehensive Development Agreement. (b) Maintenance Contractor fails to timely observe or perform or cause to be observed or performed any covenant, agreement, obligation, term or condition required to be observed or performed by Maintenance Contractor under the CMA Documents, including failure to perform the Maintenance Services in accordance with the CMA Documents. (c) Maintenance Contractor fails to resume performance of Maintenance Services which have been suspended or stopped, within the time specified in the originating notification after receipt of notice from TxDOT to do so or (if applicable) after cessation of the event preventing performance. (d) Maintenance Contractor suspends, ceases, stops or abandons the Maintenance Services or fails to continuously and diligently prosecute the Maintenance Services (exclusive of work stoppage: (i) due to termination by TxDOT, or (ii) due to and during the continuance of a Force Majeure Event or suspension by TxDOT). (e) Maintenance Contractor fails to maintain the insurance, bonds, letters of credit and guarantees required hereunder; provided, however, that TxDOT shall not seek recourse against the then-current Maintenance Performance Bond in the event of Maintenance Contractor’s failure to provide a Maintenance Payment Bond or a Maintenance Performance Bond for any subsequent Maintenance Term. (f) Maintenance Contractor attempts or purports to assign or transfer the CMA Documents or any right or interest herein, except as expressly permitted under this Capital Maintenance Agreement. (g) Maintenance Contractor fails, absent a valid dispute, to make payment when due for labor, equipment or materials in accordance with its agreements with Subcontractors or and Suppliers and in accordance with applicable Laws, or shall have failed to comply with any Law or failed reasonably to comply with the instructions of TxDOT consistent with the CMA Documents, or fails to make payment to TxDOT when due of any amounts owing to TxDOT under this Capital Maintenance Agreement. (h) Maintenance Contractor breaches any other agreement, representation, covenant or warranty contained in the CMA Documents. (i) Maintenance Contractor fails to discharge or obtain a stay within ten Days of any final judgment(s) or order for the payment of money against it in excess of $100,000 in the aggregate arising out of the prosecution of the Maintenance Services (provided that, for purposes hereof, posting of a bond in the amount of 125% of such judgment or order shall be deemed an effective stay). (j) Any Guarantor revokes or attempts to revoke its obligations under its guarantee or otherwise takes the position that such instrument is no longer in full force and effect. (k) Any final judgment is issued holding Maintenance Contractor or any Guarantor liable for an amount in excess of $100,000 based on a finding of intentional or reckless misconduct or violation of a state or federal false claims act. (l) Any representation or warranty made by Maintenance Contractor or any Guarantor in the CMA Documents or any certificate, invoice, schedule, instrument or other document delivered by Maintenance Contractor pursuant to the CMA Documents was false or materially misleading when made. (m) Maintenance Contractor commences a voluntary case seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar Law now or hereafter in effect; seeks the appointment of a trustee, receiver, liquidator, custodian or other similar official to protect a substantial part of Maintenance Contractor's assets; becomes insolvent, or generally does not pay its debts as they become due; admits in writing its inability to pay its debts; makes an assignment for the benefit of creditors; or takes any action to authorize any of the foregoing; or any of the foregoing acts or events shall occur with respect to any of Maintenance Contractor’s partners, members or joint venturers, or any Surety or Guarantor. (n) An involuntary case shall be commenced against Maintenance Contractor seeking liquidation, reorganization, dissolution, winding up, a composition or arrangement with creditors, a readjustment of debts or other relief with respect to Maintenance Contractor or Maintenance Contractor's debts under any bankruptcy, insolvency or other similar Law now or hereafter in effect; seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of Maintenance Contractor or any substantial part of Maintenance Contractor's assets; seeking the issuance of a writ of attachment, execution, or similar process; or seeking like relief, and such involuntary case shall not be contested by Maintenance Contractor in good faith or shall remain undismissed and unstayed for a period of 60 Days; or any of the foregoing acts or events shall occur with respect to any of Maintenance Contractor’s partners, members or joint venturers, or any Surety or Guarantor. (o) Maintenance Contractor is a party to fraud, theft or any activities that are subject to sanction under Section 9 Title 43 of the Texas Administrative Code.

Maintenance Contractor Defaults. Maintenance Contractor shall be in default under this Capital Maintenance Agreement upon the occurrence of any one or more of the following events or conditions (each a “Maintenance Contractor Default”): (a) A DB Contractor Event of Default under the Design-Build AgreementDBA. (b) Maintenance Contractor fails to timely observe or perform or cause to be observed or performed any covenant, agreement, obligation, term or condition required to be observed or performed by Maintenance Contractor under the CMA Documents, including failure to perform the Maintenance Services in accordance with the CMA Documents. (c) Maintenance Contractor fails to resume performance of Maintenance Services which have been suspended or stopped, within the time specified in the originating notification after receipt of notice from TxDOT to do so or (if applicable) after cessation of the event preventing performance. (d) Maintenance Contractor suspends, ceases, stops or abandons the Maintenance Services or fails to continuously and diligently prosecute the Maintenance Services (exclusive of work stoppage: (i) due to termination by TxDOT, or (ii) due to and during the continuance of a Force Majeure Event or suspension by TxDOT). (e) Maintenance Contractor fails to maintain the insurance, bonds, letters of credit and guarantees required hereunder; provided, however, that TxDOT shall not seek recourse against the then-current Maintenance Performance Bond in the event of Maintenance Contractor’s failure to provide a Maintenance Payment Bond or a Maintenance Performance Bond for any subsequent Maintenance Term. (f) Maintenance Contractor attempts or purports to assign or transfer the CMA Documents or any right or interest herein, except as expressly permitted under this Capital Maintenance Agreement. (g) Maintenance Contractor fails, absent a valid dispute, to make payment when due for labor, equipment or materials in accordance with its agreements with Subcontractors or Suppliers and in accordance with applicable Laws, or shall have failed to comply with any Law or failed reasonably to comply with the instructions of TxDOT consistent with the CMA Documents, or fails to make payment to TxDOT when due of any amounts owing to TxDOT under this Capital Maintenance Agreement.. Texas Department of Transportation Execution Version Horseshoe Project 79 Capital Maintenance Agreement (h) Maintenance Contractor breaches any other agreement, representation, covenant or warranty contained in the CMA Documents. (i) Maintenance Contractor fails to discharge or obtain a stay within ten Days of any final judgment(s) or order for the payment of money against it in excess of $100,000 in the aggregate arising out of the prosecution of the Maintenance Services (provided that, for purposes hereof, posting of a bond in the amount of 125% of such judgment or order shall be deemed an effective stay). (j) Any Guarantor revokes or attempts to revoke its obligations under its guarantee or otherwise takes the position that such instrument is no longer in full force and effect. (k) Any final judgment is issued holding Maintenance Contractor or any Guarantor liable for an amount in excess of $100,000 based on a finding of intentional or reckless misconduct or violation of a state or federal false claims act. (l) Any representation or warranty made by Maintenance Contractor or any Guarantor in the CMA Documents or any certificate, invoice, schedule, instrument or other document delivered by Maintenance Contractor pursuant to the CMA Documents was false or materially misleading when made. (m) Maintenance Contractor commences a voluntary case seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar Law now or hereafter in effect; seeks the appointment of a trustee, receiver, liquidator, custodian or other similar official to protect a substantial part of Maintenance Contractor's assets; becomes insolvent, or generally does not pay its debts as they become due; admits in writing its inability to pay its debts; makes an assignment for the benefit of creditors; or takes any action to authorize any of the foregoing; or any of the foregoing acts or events shall occur with respect to any of Maintenance Contractor’s partners, members or joint venturers, or any Surety or Guarantor. (n) An involuntary case shall be commenced against Maintenance Contractor seeking liquidation, reorganization, dissolution, winding up, a composition or arrangement with creditors, a readjustment of debts or other relief with respect to Maintenance Contractor or Maintenance Contractor's debts under any bankruptcy, insolvency or other similar Law now or hereafter in effect; seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of Maintenance Contractor or any substantial part of Maintenance Contractor's assets; seeking the issuance of a writ of attachment, execution, or similar process; or seeking like relief, and such involuntary case shall not be contested by Maintenance Contractor in good faith or shall remain undismissed and unstayed for a period of 60 Texas Department of Transportation Execution Version Horseshoe Project 80 Capital Maintenance Agreement Days; or any of the foregoing acts or events shall occur with respect to any of Maintenance Contractor’s partners, members or joint venturers, or any Surety or Guarantor.