Common use of Maintenance Contractor Representations and Warranties Clause in Contracts

Maintenance Contractor Representations and Warranties. Maintenance Contractor represents, warrants and covenants to TxDOT as follows: 11.4.1 Maintenance Contractor and its Subcontractors have maintained, and throughout the term of this Comprehensive Maintenance Agreement shall maintain, all required authority, license status, professional ability, skills and capacity to perform Maintenance Contractor’s obligations hereunder and shall perform them in accordance with the requirements contained in the COMA Documents. 11.4.2 Maintenance Contractor has evaluated the feasibility of performing the Maintenance Services within the deadlines specified herein and for the Maintenance Price and 11.4.3 Maintenance Contractor has, prior to executing this Comprehensive Maintenance Agreement, in accordance with Good Industry Practice, reviewed and taken appropriate steps to verify the information included in the Reference Information Documents, inspected and, to the extent access was made available by TxDOT or was otherwise available to it, examined the Site and surrounding locations, performed appropriate field studies, and undertaken other activities sufficient to familiarize itself with existing Utilities, surface conditions and subsurface conditions affecting the Project to the extent Maintenance Contractor deems necessary or advisable for performing its obligations under the COMA Documents, and as a result of such review, inspection, examination and other activities Maintenance Contractor is familiar with and accepts the physical requirements of the Maintenance Services. Maintenance Contractor acknowledges and agrees that it has been afforded the opportunity to review information and documents and, to the extent access was made available by TxDOT or was otherwise available to it, to conduct inspections and tests of the Site and surrounding locations as described above. Before commencing any work on a particular portion or aspect of the Project, Maintenance Contractor shall verify all governing dimensions of the Site and shall examine all adjoining work (including Adjacent Work) that may have an impact on such work. Maintenance Contractor shall ensure that any design documents and construction documents furnished as part of the Maintenance Services accurately depict all governing and adjoining dimensions. 11.4.4 Maintenance Contractor acknowledges and agrees that it has familiarized itself with the requirements of any and all applicable Laws and the conditions of any required Governmental Approvals prior to entering into this Comprehensive Maintenance Agreement. Maintenance Contractor shall comply with the foregoing at its sole cost and expense and without any increase in the Maintenance Price on account of such compliance, regardless of whether such compliance would require additional time for performance or additional labor, equipment and/or materials not expressly provided for in the COMA Documents. Maintenance Contractor has no reason to believe that any Governmental Approval required to be obtained by Maintenance Contractor will not be granted in due course and, thereafter, remain in effect in order to enable the Maintenance Services to proceed in accordance with the COMA Documents. If any Governmental Approvals required to be obtained by Maintenance Contractor must formally be issued in the name of TxDOT, Maintenance Contractor shall undertake all efforts to obtain such approvals subject to TxDOT’s reasonable cooperation with Maintenance Contractor, including execution and delivery of appropriate applications and other documentation prepared by Maintenance Contractor in form approved by TxDOT. Maintenance Contractor shall assist TxDOT in obtaining any Government Approvals which TxDOT may be obligated to obtain, including providing information requested by TxDOT, preparing necessary supporting materials and participating in meetings regarding such approvals. 11.4.5 All Maintenance Services furnished by Maintenance Contractor shall be performed by or under the supervision of Persons who hold all necessary and valid licenses to perform the Maintenance Services in the State, by personnel who are careful, skilled, experienced and competent in their respective trades or professions, who are professionally qualified to perform the Maintenance Services in accordance with the COMA Documents and who shall assume professional responsibility for the accuracy and completeness of all design and construction documents prepared or checked by them. 11.4.6 At all times, including during the course of, and notwithstanding the existence of, any Dispute, Maintenance Contractor shall perform as directed by TxDOT, in a 11.4.7 Maintenance Contractor is a [ ] duly organized and validly existing under the Laws of Texas with all requisite power and all required licenses to carry on its present and proposed obligations under the COMA Documents. Maintenance Contractor is [ ]. Each member of Maintenance Contractor is duly qualified to do business, and is in good standing, in the State, and will remain in good standing throughout the Maintenance Term and for as long thereafter as any obligations remain outstanding under the COMA Documents. 11.4.8 The execution, delivery and performance of this Comprehensive Maintenance Agreement have been duly authorized by all necessary corporate action of Maintenance Contractor, and this Comprehensive Maintenance Agreement has been duly executed and delivered by Maintenance Contractor. 11.4.9 All required approvals have been obtained with respect to the execution, delivery and performance of this Comprehensive Maintenance Agreement, and performance of this Comprehensive Maintenance Agreement will not result in a breach of or a default under Maintenance Contractor’s organizational documents or any indenture or loan or credit agreement or other material agreement or instrument to which Maintenance Contractor is a party or by which its properties and assets may be bound or affected. All required approvals have been obtained with respect to the execution, delivery and performance of the Guaranty, and performance of the Guaranty will not result in a breach of or a default under Guarantor’s organizational documents or any indenture or loan or credit agreement or other material agreement or instrument to which Guarantor is a party or by which its properties and assets may be bound or affected. 11.4.10 This Comprehensive Maintenance Agreement constitutes the legal, valid and binding obligation of Maintenance Contractor, enforceable against Maintenance Contractor and, if applicable, each member of Maintenance Contractor, in accordance with its terms. Each Guaranty has been duly authorized by all necessary corporate action, has been duly executed and delivered by Guarantor, and constitutes the legal, valid and binding obligation of the Guarantor, enforceable in accordance with its terms. 11.4.11 There is no action, suit, proceeding, investigation or litigation pending and served on Maintenance Contractor which challenges Maintenance Contractor’s authority to execute, deliver or perform, or the validity or enforceability of, the COMA Documents or which challenges the authority of Maintenance Contractor official executing the COMA Documents. 11.4.12 To the extent the Lead Maintenance Firm is not the Maintenance Contractor, Maintenance Contractor represents and warrants, as of the effective date of the Subcontract with the Lead Maintenance Firm, as follows: (a) The Lead Maintenance Firm is duly organized, validly existing and in good standing under the laws of the state of its organization and is duly qualified to do business, and is in good standing, in the State; (b) The ownership interests of the Lead Maintenance Firm that is a single purpose entity formed for the Project (including options, warrants and other rights to acquire ownership interests) is owned by the Persons whom Maintenance Contractor has set forth in a written certification delivered to TxDOT prior to the Effective Date; (c) The Lead Maintenance Firm has the power and authority to do all acts and things and execute and deliver all other documents as are required to be done, observed or performed by it in connection with its engagement by Maintenance Contractor; (d) The Lead Maintenance Firm has (i) obtained and will maintain all necessary or required registrations, permits, licenses and approvals required under applicable Law and (ii) expertise, qualifications, experience, competence, skills and know-how to perform the Maintenance Service in accordance with the COMA Documents; (e) The Lead Maintenance Firm will comply with all health, safety and environmental Laws in the performance of any work activities for, or on behalf of, Maintenance Contractor for the benefit of TxDOT; and (f) The Lead Maintenance Firm is not in breach of any applicable Law that would have a material adverse effect on any aspect of the Maintenance Services.

Maintenance Contractor Representations and Warranties. Maintenance Contractor represents, warrants and covenants to TxDOT as follows: 11.4.1 Maintenance Contractor and its Subcontractors have maintained, and throughout the term of this Comprehensive Maintenance Agreement shall maintain, all required authority, license status, professional ability, skills and capacity to perform Maintenance Contractor’s obligations hereunder and shall perform them in accordance with the requirements contained in the COMA Documents. 11.4.2 Maintenance Contractor has evaluated the feasibility of performing the Maintenance Services within the deadlines specified herein and for the Maintenance Price andand has reasonable grounds for believing and does believe that such performance is feasible and practicable. 11.4.3 Maintenance Contractor has, prior to executing this Comprehensive Maintenance Agreement, in accordance with Good Industry Practice, reviewed and taken appropriate steps to verify the information included in the Reference Information Documents, inspected and, to the extent access was made available by TxDOT or was otherwise available to it, examined the Site and surrounding locations, performed appropriate field studies, and undertaken other activities sufficient to familiarize itself with existing Utilities, surface conditions and subsurface conditions affecting the Project to the extent Maintenance Contractor deems necessary or advisable for performing its obligations under the COMA Documents, and as a result of such review, inspection, examination and other activities Maintenance Contractor is familiar with and accepts the physical requirements of the Maintenance Services. Maintenance Contractor acknowledges and agrees that it has been afforded the opportunity to review information and documents and, to the extent access was made available by TxDOT or was otherwise available to it, to conduct inspections and tests of the Site and surrounding locations as described above. Before commencing any work on a particular portion or aspect of the Project, Maintenance Contractor shall verify all governing dimensions of the Site and shall examine all adjoining work (including Adjacent Work) that may have an impact on such work. Maintenance Contractor shall ensure that any design documents and construction documents furnished as part of the Maintenance Services accurately depict all governing and adjoining dimensions. 11.4.4 Maintenance Contractor acknowledges and agrees that it has familiarized itself with the requirements of any and all applicable Laws and the conditions of any required Governmental Approvals prior to entering into this Comprehensive Maintenance Agreement. Maintenance Contractor shall comply with the foregoing at its sole cost and expense and without any increase in the Maintenance Price on account of such compliance, regardless of whether such compliance would require additional time for performance or additional labor, equipment and/or materials not expressly provided for in the COMA Documents. Maintenance Contractor has no reason to believe that any Governmental Approval required to be obtained by Maintenance Contractor will not be granted in due course and, thereafter, remain in effect in order to enable the Maintenance Services to proceed in accordance with the COMA Documents. If any Governmental Approvals required to be obtained by Maintenance Contractor must formally be issued in the name of TxDOT, Maintenance Contractor shall undertake all efforts to obtain such approvals subject to TxDOT’s reasonable cooperation with Maintenance Contractor, including execution and delivery of appropriate applications and other documentation prepared by Maintenance Contractor in form approved by TxDOT. Maintenance Contractor shall assist TxDOT in obtaining any Government Approvals which TxDOT may be obligated to obtain, including providing information requested by TxDOT, preparing necessary supporting materials and participating in meetings regarding such approvals. 11.4.5 All Maintenance Services furnished by Maintenance Contractor shall be performed by or under the supervision of Persons who hold all necessary and valid licenses to perform the Maintenance Services in the State, by personnel who are careful, skilled, experienced and competent in their respective trades or professions, who are professionally qualified to perform the Maintenance Services in accordance with the COMA Documents and who shall assume professional responsibility for the accuracy and completeness of all design and construction documents prepared or checked by them. 11.4.6 At all times, including during the course of, and notwithstanding the existence of, any Dispute, Maintenance Contractor shall perform as directed by TxDOT, in aa diligent manner and without delay, shall abide by TxDOT’s decision or order, and shall comply with all applicable provisions of the COMA Documents. 11.4.7 Maintenance Contractor is a [ ] duly organized and validly existing under the Laws of Texas with all requisite power and all required licenses to carry on its present and proposed obligations under the COMA Documents. Maintenance Contractor is [ ]. Each member of Maintenance Contractor is duly qualified to do business, and is in good standing, in the State, and will remain in good standing throughout the Maintenance Term and for as long thereafter as any obligations remain outstanding under the COMA Documents. 11.4.8 The execution, delivery and performance of this Comprehensive Maintenance Agreement have been duly authorized by all necessary corporate action of Maintenance Contractor, and this Comprehensive Maintenance Agreement has been duly executed and delivered by Maintenance Contractor. 11.4.9 All required approvals have been obtained with respect to the execution, delivery and performance of this Comprehensive Maintenance Agreement, and performance of this Comprehensive Maintenance Agreement will not result in a breach of or a default under Maintenance Contractor’s organizational documents or any indenture or loan or credit agreement or other material agreement or instrument to which Maintenance Contractor is a party or by which its properties and assets may be bound or affected. All required approvals have been obtained with respect to the execution, delivery and performance of the Guaranty, and performance of the Guaranty will not result in a breach of or a default under Guarantor’s organizational documents or any indenture or loan or credit agreement or other material agreement or instrument to which Guarantor is a party or by which its properties and assets may be bound or affected. 11.4.10 This Comprehensive Maintenance Agreement constitutes the legal, valid and binding obligation of Maintenance Contractor, enforceable against Maintenance Contractor and, if applicable, each member of Maintenance Contractor, in accordance with its terms. Each Guaranty has been duly authorized by all necessary corporate action, has been duly executed and delivered by Guarantor, and constitutes the legal, valid and binding obligation of the Guarantor, enforceable in accordance with its terms. 11.4.11 There is no action, suit, proceeding, investigation or litigation pending and served on Maintenance Contractor which challenges Maintenance Contractor’s authority to execute, deliver or perform, or the validity or enforceability of, the COMA Documents or which challenges the authority of Maintenance Contractor official executing the COMA Documents. 11.4.12 To the extent the Lead Maintenance Firm is not the Maintenance Contractor, Maintenance Contractor represents and warrants, as of the effective date of the Subcontract with the Lead Maintenance Firm, as follows: (a) The Lead Maintenance Firm is duly organized, validly existing and in good standing under the laws of the state of its organization and is duly qualified to do business, and is in good standing, in the State; (b) The ownership interests of the Lead Maintenance Firm that is a single purpose entity formed for the Project (including options, warrants and other rights to acquire ownership interests) is owned by the Persons whom Maintenance Contractor has set forth in a written certification delivered to TxDOT prior to the Effective Date; (c) The Lead Maintenance Firm has the power and authority to do all acts and things and execute and deliver all other documents as are required to be done, observed or performed by it in connection with its engagement by Maintenance Contractor; (d) The Lead Maintenance Firm has (i) obtained and will maintain all necessary or required registrations, permits, licenses and approvals required under applicable Law and (ii) expertise, qualifications, experience, competence, skills and know-how to perform the Maintenance Service in accordance with the COMA Documents; (e) The Lead Maintenance Firm will comply with all health, safety and environmental Laws in the performance of any work activities for, or on behalf of, Maintenance Contractor for the benefit of TxDOT; and (f) The Lead Maintenance Firm is not in breach of any applicable Law that would have a material adverse effect on any aspect of the Maintenance Services.

Maintenance Contractor Representations and Warranties. Maintenance Contractor represents, warrants and covenants to TxDOT as follows: 11.4.1 Maintenance Contractor and its Subcontractors have maintained, and throughout the term of this Comprehensive Maintenance Agreement shall maintain, all required authority, license status, professional ability, skills and capacity to perform Maintenance Contractor’s obligations hereunder and shall perform them in accordance with the requirements contained in the COMA Documents. 11.4.2 Maintenance Contractor has evaluated the feasibility of performing the Maintenance Services within the deadlines specified herein and for the Maintenance Price and has reasonable grounds for believing and does believe that such performance is feasible and 11.4.3 Maintenance Contractor has, prior to executing this Comprehensive Maintenance Agreement, in accordance with Good Industry Practice, reviewed and taken appropriate steps to verify the information included in the Reference Information Documents, inspected and, to the extent access was made available by TxDOT or was otherwise available to it, examined the Site and surrounding locations, performed appropriate field studies, and undertaken other activities sufficient to familiarize itself with existing Utilities, surface conditions and subsurface conditions affecting the Project to the extent Maintenance Contractor deems necessary or advisable for performing its obligations under the COMA Documents, and as a result of such review, inspection, examination and other activities Maintenance Contractor is familiar with and accepts the physical requirements of the Maintenance Services. Maintenance Contractor acknowledges and agrees that it has been afforded the opportunity to review information and documents and, to the extent access was made available by TxDOT or was otherwise available to it, to conduct inspections and tests of the Site and surrounding locations as described above. Before commencing any work on a particular portion or aspect of the Project, Maintenance Contractor shall verify all governing dimensions of the Site and shall examine all adjoining work (including Adjacent Work) that may have an impact on such work. Maintenance Contractor shall ensure that any design documents and construction documents furnished as part of the Maintenance Services accurately depict all governing and adjoining dimensions. 11.4.4 Maintenance Contractor acknowledges and agrees that it has familiarized itself with the requirements of any and all applicable Laws and the conditions of any required Governmental Approvals prior to entering into this Comprehensive Maintenance Agreement. Maintenance Contractor shall comply with the foregoing at its sole cost and expense and without any increase in the Maintenance Price on account of such compliance, regardless of whether such compliance would require additional time for performance or additional labor, equipment and/or materials not expressly provided for in the COMA Documents. Maintenance Contractor has no reason to believe that any Governmental Approval required to be obtained by Maintenance Contractor will not be granted in due course and, thereafter, remain in effect in order to enable the Maintenance Services to proceed in accordance with the COMA Documents. If any Governmental Approvals required to be obtained by Maintenance Contractor must formally be issued in the name of TxDOT, Maintenance Contractor shall undertake all efforts to obtain such approvals subject to TxDOT’s reasonable cooperation with Maintenance Contractor, including execution and delivery of appropriate applications and other documentation prepared by Maintenance Contractor in form approved by TxDOT. Maintenance Contractor shall assist TxDOT in obtaining any Government Approvals which TxDOT may be obligated to obtain, including providing information requested by TxDOT, preparing necessary supporting materials and participating in meetings regarding such approvals. 11.4.5 All Maintenance Services furnished by Maintenance Contractor shall be performed by or under the supervision of Persons who hold all necessary and valid licenses to perform the Maintenance Services in the State, by personnel who are careful, skilled, experienced and competent in their respective trades or professions, who are professionally qualified to perform the Maintenance Services in accordance with the COMA Documents and who shall assume professional responsibility for the accuracy and completeness of all design and construction documents prepared or checked by them. 11.4.6 At all times, including during the course of, and notwithstanding the existence of, any Dispute, Maintenance Contractor shall perform as directed by TxDOT, in a 11.4.7 Maintenance Contractor is a [ ] joint venture duly organized and validly existing under the Laws of Texas with all requisite power and all required licenses to carry on its present and proposed obligations under the COMA Documents. Maintenance Contractor is [ ]composed of X.X. Xxxxxx, L.P., a Texas limited partnership, and Xxxxxx Infrastructure South Co., a Delaware corporation. Each member of Maintenance Contractor is duly qualified to do business, and is in good standing, in the State, and will remain in good standing throughout the Maintenance Term and for as long thereafter as any obligations remain outstanding under the COMA Documents. 11.4.8 The execution, delivery and performance of this Comprehensive Maintenance Agreement have been duly authorized by all necessary corporate action of Maintenance Contractor, and this Comprehensive Maintenance Agreement has been duly executed and delivered by Maintenance Contractor. 11.4.9 All required approvals have been obtained with respect to the execution, delivery and performance of this Comprehensive Maintenance Agreement, and performance of this Comprehensive Maintenance Agreement will not result in a breach of or a default under Maintenance Contractor’s organizational documents or any indenture or loan or credit agreement or other material agreement or instrument to which Maintenance Contractor is a party or by which its properties and assets may be bound or affected. All required approvals have been obtained with respect to the execution, delivery and performance of the Guaranty, and performance of the Guaranty will not result in a breach of or a default under Guarantor’s organizational documents or any indenture or loan or credit agreement or other material agreement or instrument to which Guarantor is a party or by which its properties and assets may be bound or affected. 11.4.10 This Comprehensive Maintenance Agreement constitutes the legal, valid and binding obligation of Maintenance Contractor, enforceable against Maintenance Contractor and, if applicable, each member of Maintenance Contractor, in accordance with its terms. Each Guaranty has been duly authorized by all necessary corporate action, has been duly executed and delivered by Guarantor, and constitutes the legal, valid and binding obligation of the Guarantor, enforceable in accordance with its terms. 11.4.11 There is no action, suit, proceeding, investigation or litigation pending and served on Maintenance Contractor which challenges Maintenance Contractor’s authority to execute, deliver or perform, or the validity or enforceability of, the COMA Documents or which challenges the authority of Maintenance Contractor official executing the COMA Documents. 11.4.12 To the extent the Lead Maintenance Firm is not the Maintenance Contractor, Maintenance Contractor represents and warrants, as of the effective date of the Subcontract with the Lead Maintenance Firm, as follows: (a) The Lead Maintenance Firm is duly organized, validly existing and in good standing under the laws of the state of its organization and is duly qualified to do business, and is in good standing, in the State; (b) The ownership interests of the Lead Maintenance Firm that is a single purpose entity formed for the Project (including options, warrants and other rights to acquire ownership interests) is owned by the Persons whom Maintenance Contractor has set forth in a written certification delivered to TxDOT prior to the Effective Date; (c) The Lead Maintenance Firm has the power and authority to do all acts and things and execute and deliver all other documents as are required to be done, observed or performed by it in connection with its engagement by Maintenance Contractor; (d) The Lead Maintenance Firm has (i) obtained and will maintain all necessary or required registrations, permits, licenses and approvals required under applicable Law and (ii) expertise, qualifications, experience, competence, skills and know-how to perform the Maintenance Service in accordance with the COMA Documents; (e) The Lead Maintenance Firm will comply with all health, safety and environmental Laws in the performance of any work activities for, or on behalf of, Maintenance Contractor for the benefit of TxDOT; and (f) The Lead Maintenance Firm is not in breach of any applicable Law that would have a material adverse effect on any aspect of the Maintenance Services.

Maintenance Contractor Representations and Warranties. Maintenance Contractor represents, warrants and covenants to TxDOT as follows: 11.4.1 Maintenance Contractor and its Subcontractors have maintained, and throughout the term of this Comprehensive Capital Maintenance Agreement shall maintain, all required authority, license status, professional ability, skills and capacity to perform Maintenance Contractor’s obligations hereunder and shall perform them in accordance with the requirements contained in the COMA CMA Documents. 11.4.2 Maintenance Contractor has evaluated the feasibility of performing the Maintenance Services within the deadlines specified herein and for the Maintenance Price andand has reasonable grounds for believing and does believe that such performance is feasible and practicable. 11.4.3 Maintenance Contractor has, prior to executing this Comprehensive Capital Maintenance Agreement, in accordance with Good Industry Practice, reviewed and taken appropriate steps to verify the information included in the Reference Information Documents, inspected and, to the extent access was made available by TxDOT or was otherwise available to it, examined the Site and surrounding locations, performed appropriate field studies, and undertaken other activities sufficient to familiarize itself with existing Utilities, surface conditions and subsurface conditions affecting the Project to the extent Maintenance Contractor deems necessary or advisable for performing its obligations under the COMA CMA Documents, and as a result of such review, inspection, examination and other activities Maintenance Contractor is familiar with and accepts the physical requirements of the Maintenance Services. Maintenance Contractor acknowledges and agrees that it has been afforded the opportunity to review information and documents and, to the extent access was made available by TxDOT or was otherwise available to it, to conduct inspections and tests of the Site and surrounding locations as described above. Before commencing any work on a particular portion or aspect of the Project, Maintenance Contractor shall verify all governing dimensions of the Site and shall examine all adjoining work (including Adjacent Work) that may have an impact on such work. Maintenance Contractor shall ensure that any design documents Design Documents and construction documents Construction Documents furnished as part of the Maintenance Services accurately depict all governing and adjoining dimensions. 11.4.4 Maintenance Contractor acknowledges and agrees that it has familiarized itself with the requirements of any and all applicable Laws and the conditions of any required Governmental Approvals prior to entering into this Comprehensive Capital Maintenance Agreement. Maintenance Contractor shall comply with the foregoing at its sole cost and expense and without any increase in the Maintenance Price on account of such compliance, regardless of whether such compliance would require additional time for performance or additional labor, equipment and/or materials not expressly provided for in the COMA CMA Documents. Maintenance Contractor has no reason to believe that any Governmental Approval required to be obtained by Maintenance Contractor will not be granted in due course and, thereafter, remain in effect in order to enable the Maintenance Services to proceed in accordance with the COMA CMA Documents. If any Governmental Approvals required to be obtained by Maintenance Contractor must Texas Department of Transportation Execution Version Horseshoe Project 76 Capital Maintenance Agreement formally be issued in the name of TxDOT, Maintenance Contractor shall undertake all efforts to obtain such approvals subject to TxDOT’s reasonable cooperation with Maintenance Contractor, including execution and delivery of appropriate applications and other documentation prepared by Maintenance Contractor in form approved by TxDOT. Maintenance Contractor shall assist TxDOT in obtaining any Government Approvals which TxDOT may be obligated to obtain, including providing information requested by TxDOT, preparing necessary supporting materials and participating in meetings regarding such approvals. 11.4.5 All Maintenance Services furnished by Maintenance Contractor shall be performed by or under the supervision of Persons who hold all necessary and valid licenses to perform the Maintenance Services in the State, by personnel who are careful, skilled, experienced and competent in their respective trades or professions, who are professionally qualified to perform the Maintenance Services in accordance with the COMA CMA Documents and who shall assume professional responsibility for the accuracy and completeness of all design Design Documents and construction documents Construction Documents prepared or checked by them. 11.4.6 At all times, including during the course of, and notwithstanding the existence of, any Dispute, Maintenance Contractor shall perform as directed by TxDOT, in aa diligent manner and without delay, shall abide by TxDOT’s decision or order, and shall comply with all applicable provisions of the CMA Documents. 11.4.7 As of the Effective Date, Maintenance Contractor is a [ ] limited liability company, duly organized and validly existing under the Laws of Texas the State of Delaware with all requisite power and all required licenses to carry on its present and proposed obligations under the COMA CMA Documents. Fluor Enterprises, Inc., a California corporation, and Balfour Xxxxxx Infrastructure, Inc., a Delaware corporation, are the sole members of Maintenance Contractor. Maintenance Contractor is [ ]. Each and each member of Maintenance Contractor is duly qualified to do business, and is in good standing, in the StateState of Texas as of the Effective Date, and will remain in good standing throughout the Maintenance Term and for as long thereafter as any obligations remain outstanding under the COMA CMA Documents. Guarantor Fluor Corporation is a corporation, duly organized and validly existing under the Laws of the State of Delaware, with all requisite power and all required licenses to carry on their present and proposed obligations under the CMA Documents. Guarantor Balfour Xxxxxx LLC is a limited liability company, duly organized and validly existing under the Laws of the State of Delaware, with all requisite power and all required licenses to carry on their present and proposed obligations under the CMA Documents. Each Guarantor is duly qualified to do business, and is in good standing, in the State of Delaware as of the Effective Date, and will remain in good standing throughout the Maintenance Term and for as long thereafter as any obligations remain outstanding under the CMA Documents. 11.4.8 The execution, delivery and performance of this Comprehensive Capital Maintenance Agreement have been duly authorized by all necessary corporate action of Maintenance Contractor, and this Comprehensive Capital Maintenance Agreement has been duly executed and delivered by Maintenance Contractor.. Texas Department of Transportation Execution Version Horseshoe Project 77 Capital Maintenance Agreement 11.4.9 All required approvals have been obtained with respect to the execution, delivery and performance of this Comprehensive Capital Maintenance Agreement, and performance of this Comprehensive Capital Maintenance Agreement will not result in a breach of or a default under Maintenance Contractor’s organizational documents or any indenture or loan or credit agreement or other material agreement or instrument to which Maintenance Contractor is a party or by which its properties and assets may be bound or affected. All required approvals have been obtained with respect to the execution, delivery and performance of the Guaranty, and performance of the Guaranty will not result in a breach of or a default under Guarantor’s organizational documents or any indenture or loan or credit agreement or other material agreement or instrument to which Guarantor is a party or by which its properties and assets may be bound or affected. 11.4.10 This Comprehensive Capital Maintenance Agreement constitutes the legal, valid and binding obligation of Maintenance Contractor, enforceable against Maintenance Contractor and, if applicable, each member of Maintenance Contractor, in accordance with its terms. Each Guaranty has been duly authorized by all necessary corporate action, has been duly executed and delivered by Guarantor, and constitutes the legal, valid and binding obligation of the Guarantor, enforceable in accordance with its terms. 11.4.11 There is no action, suit, proceeding, investigation or litigation pending and served on Maintenance Contractor which challenges Maintenance Contractor’s authority to execute, deliver or perform, or the validity or enforceability of, the COMA CMA Documents or which challenges the authority of Maintenance Contractor official executing the COMA CMA Documents. 11.4.12 To the extent the Lead . Texas Department of Transportation Execution Version Horseshoe Project 78 Capital Maintenance Firm is not the Maintenance Contractor, Maintenance Contractor represents and warrants, as of the effective date of the Subcontract with the Lead Maintenance Firm, as follows: (a) The Lead Maintenance Firm is duly organized, validly existing and in good standing under the laws of the state of its organization and is duly qualified to do business, and is in good standing, in the State; (b) The ownership interests of the Lead Maintenance Firm that is a single purpose entity formed for the Project (including options, warrants and other rights to acquire ownership interests) is owned by the Persons whom Maintenance Contractor has set forth in a written certification delivered to TxDOT prior to the Effective Date; (c) The Lead Maintenance Firm has the power and authority to do all acts and things and execute and deliver all other documents as are required to be done, observed or performed by it in connection with its engagement by Maintenance Contractor; (d) The Lead Maintenance Firm has (i) obtained and will maintain all necessary or required registrations, permits, licenses and approvals required under applicable Law and (ii) expertise, qualifications, experience, competence, skills and know-how to perform the Maintenance Service in accordance with the COMA Documents; (e) The Lead Maintenance Firm will comply with all health, safety and environmental Laws in the performance of any work activities for, or on behalf of, Maintenance Contractor for the benefit of TxDOT; and (f) The Lead Maintenance Firm is not in breach of any applicable Law that would have a material adverse effect on any aspect of the Maintenance Services.Agreement

Maintenance Contractor Representations and Warranties. Maintenance Contractor represents, warrants and covenants to TxDOT as follows: 11.4.1 Maintenance Contractor and its Subcontractors have maintained, and throughout the term of this Comprehensive Maintenance Agreement shall maintain, all required authority, license status, professional ability, skills and capacity to perform Maintenance Contractor’s obligations hereunder and shall perform them in accordance with the requirements contained in the COMA Documents. 11.4.2 Maintenance Contractor has evaluated the feasibility of performing the Maintenance Services within the deadlines specified herein and for the Maintenance Price andand has reasonable grounds for believing and does believe that such performance is feasible and practicable. Maintenance Contractor has not included costs for the warranteed work described in Section 4.1 in its Maintenance Price. 11.4.3 Maintenance Contractor has, prior to executing this Comprehensive Maintenance Agreement, in accordance with Good Industry Practice, reviewed and taken appropriate steps to verify the information included in the Reference Information Documents, inspected and, to the extent access was made available by TxDOT or was otherwise available to it, examined the Site and surrounding locations, performed appropriate field studies, and undertaken other activities sufficient to familiarize itself with existing Utilities, surface conditions and subsurface conditions affecting the Project to the extent Maintenance Contractor deems necessary or advisable for performing its obligations under the COMA Documents, and as a result of such review, inspection, examination and other activities Maintenance Contractor is familiar with and accepts the physical requirements of the Maintenance Services. Maintenance Contractor acknowledges and agrees that it has been afforded the opportunity to review information and documents and, to the extent access was made available by TxDOT or was otherwise available to it, to conduct inspections and tests of the Site and surrounding locations as described above. Before commencing any work on a particular portion or aspect of the Project, Maintenance Contractor shall verify all governing dimensions of the Site and shall examine all adjoining work (including Adjacent Work) that may have an impact on such work. Maintenance Contractor shall ensure that any design documents and construction documents furnished as part of the Maintenance Services accurately depict all governing and adjoining dimensions. 11.4.4 Maintenance Contractor acknowledges and agrees that it has familiarized itself with the requirements of any and all applicable Laws and the conditions of any required Governmental Approvals prior to entering into this Comprehensive Maintenance Agreement. Maintenance Contractor shall comply with the foregoing at its sole cost and expense and without any increase in the Maintenance Price on account of such compliance, regardless of whether such compliance would require additional time for performance or additional labor, equipment and/or materials not expressly provided for in the COMA Documents. Maintenance Contractor has no reason to believe that any Governmental Approval required to be obtained by Maintenance Contractor will not be granted in due course and, thereafter, remain in effect in order to enable the Maintenance Services to proceed in accordance with the COMA Documents. If any Governmental Approvals required to be obtained by Maintenance Contractor must formally be issued in the name of TxDOT, Maintenance Contractor shall undertake all efforts to obtain such approvals subject to TxDOT’s reasonable cooperation with Maintenance Contractor, including execution and delivery of appropriate applications and other documentation prepared by Maintenance Contractor in form approved by TxDOT. Maintenance Contractor shall assist TxDOT in obtaining any Government Approvals which TxDOT may be obligated to obtain, including providing information requested by TxDOT, preparing necessary supporting materials and participating in meetings regarding such approvals. 11.4.5 All Maintenance Services furnished by Maintenance Contractor shall be performed by or under the supervision of Persons who hold all necessary and valid licenses to perform the Maintenance Services in the State, by personnel who are careful, skilled, experienced and competent in their respective trades or professions, who are professionally qualified to perform the Maintenance Services in accordance with the COMA Documents and who shall assume professional responsibility for the accuracy and completeness of all design and construction documents prepared or checked by them.and 11.4.6 At all times, including during the course of, and notwithstanding the existence of, any Dispute, Maintenance Contractor shall perform as directed by TxDOTXxXXX, in aa diligent manner and without delay, shall abide by TxDOT’s decision or order, and shall comply with all applicable provisions of the COMA Documents. 11.4.7 Maintenance Contractor is a [ ] duly organized and validly existing under the Laws of Texas with all requisite power and all required licenses to carry on its present and proposed obligations under the COMA Documents. Maintenance Contractor is [ ]. Each member of Maintenance Contractor is duly qualified to do business, and is in good standing, in the State, and will remain in good standing throughout the Maintenance Term and for as long thereafter as any obligations remain outstanding under the COMA Documents. 11.4.8 The execution, delivery and performance of this Comprehensive Maintenance Agreement have been duly authorized by all necessary corporate action of Maintenance Contractor, and this Comprehensive Maintenance Agreement has been duly executed and delivered by Maintenance Contractor. 11.4.9 All required approvals have been obtained with respect to the execution, delivery and performance of this Comprehensive Maintenance Agreement, and performance of this Comprehensive Maintenance Agreement will not result in a breach of or a default under Maintenance Contractor’s organizational documents or any indenture or loan or credit agreement or other material agreement or instrument to which Maintenance Contractor is a party or by which its properties and assets may be bound or affected. All required approvals have been obtained with respect to the execution, delivery and performance of the Guaranty, and performance of the Guaranty will not result in a breach of or a default under Guarantor’s organizational documents or any indenture or loan or credit agreement or other material agreement or instrument to which Guarantor is a party or by which its properties and assets may be bound or affected. 11.4.10 This Comprehensive Maintenance Agreement constitutes the legal, valid and binding obligation of Maintenance Contractor, enforceable against Maintenance Contractor and, if applicable, each member of Maintenance Contractor, in accordance with its terms. Each Guaranty has been duly authorized by all necessary corporate action, has been duly executed and delivered by Guarantor, and constitutes the legal, valid and binding obligation of the Guarantor, enforceable in accordance with its terms. 11.4.11 There is no action, suit, proceeding, investigation or litigation pending and served on Maintenance Contractor which challenges Maintenance Contractor’s authority to execute, deliver or perform, or the validity or enforceability of, the COMA Documents or which challenges the authority of Maintenance Contractor official executing the COMA Documents. 11.4.12 To the extent the Lead Maintenance Firm is not the Maintenance Contractor, Maintenance Contractor represents and warrants, as of the effective date of the Subcontract with the Lead Maintenance Firm, as follows: (a) The Lead Maintenance Firm is duly organized, validly existing and in good standing under the laws of the state of its organization and is duly qualified to do business, and is in good standing, in the State; (b) The ownership interests of the Lead Maintenance Firm that is a single purpose entity formed for the Project (including options, warrants and other rights to acquire ownership interests) is owned by the Persons whom Maintenance Contractor has set forth in a written certification delivered to TxDOT prior to the Effective Date; (c) The Lead Maintenance Firm has the power and authority to do all acts and things and execute and deliver all other documents as are required to be done, observed or performed by it in connection with its engagement by Maintenance Contractor; (d) The Lead Maintenance Firm has (i) obtained and will maintain all necessary or required registrations, permits, licenses and approvals required under applicable Law and (ii) expertise, qualifications, experience, competence, skills and know-how to perform the Maintenance Service in accordance with the COMA Documents; (e) The Lead Maintenance Firm will comply with all health, safety and environmental Laws in the performance of any work activities for, or on behalf of, Maintenance Contractor for the benefit of TxDOT; and (f) The Lead Maintenance Firm is not in breach of any applicable Law that would have a material adverse effect on any aspect of the Maintenance Services.