Common use of Maintenance Payment and Performance Bonds Clause in Contracts

Maintenance Payment and Performance Bonds. As Maintenance Security, DB Contractor may elect to provide and maintain payment and performance bonds in the amount and pursuant to the requirements set forth in this Section 7.4 (the “P&P Bonds”). 7.4.1 If DB Contractor elects to provide P&P Bonds as Maintenance Security hereunder, DB Contractor shall obtain and provide to TxDOT at the times required herein, and shall maintain at all times, (a) a performance bond in the form attached as Exhibit 6 (the “Maintenance Performance Bond”), and (b) a payment bond, in the form attached as Exhibit 7 (the “Maintenance Payment Bond”), that shall guarantee the performance of the Maintenance Services and payment to Persons performing certain work for DB Contractor under this CMA. 7.4.2 The Maintenance Performance Bond and the Maintenance Payment Bond shall each have a term equal to or greater than the then-current Maintenance Term. The initial amount of the Maintenance Performance Bond shall be required for the period of the Initial Maintenance Term and an adjusted amount required for each additional Maintenance Term for which a Maintenance NTP has been issued, based on the greater of the following calculations: (1) 0.75 times the amount determined by calculating the sum of the five escalated annual Maintenance Price payments for each year in the Maintenance Term and (2) 100% of the greatest escalated annual Maintenance Price payment in the applicable Maintenance Term. For the purpose of determining the escalated Maintenance Price payments in the preceding sentence, the annual Maintenance Price payment amounts described in Section 8.1 and set forth in Exhibit 4 shall be escalated to the date that is 60 days prior to the date the Maintenance Security amount is required, using ENR CCI in the same manner applied to the Maintenance Price in Section 8.1.3 and then at an annual rate of 3% for each succeeding year. 7.4.3 TxDOT shall provide a release of each Maintenance Performance Bond on the date that is one year after the expiration of the Maintenance Period and upon such date thereafter that all of the following have occurred: (a) DB Contractor is not in default under this CMA, (b) no event has occurred that, with the giving of notice or passage of time, would constitute a default by DB Contractor hereunder or under the CMA Documents; (c) all final Record Documents have been delivered to TxDOT in accordance with Section 3.7, and (d) no outstanding Claims are then pending against DB Contractor hereunder. 7.4.4 DB Contractor shall deliver to TxDOT a Maintenance Payment Bond in the same amount and at the same times as is required for the Maintenance Performance Bond pursuant to Section 7.4.2. TxDOT will release each Maintenance Payment Bond upon (a) receipt of (i) evidence satisfactory to TxDOT that all Persons eligible to file a claim against the Maintenance Payment Bond have been fully paid and (ii) unconditional releases of Liens and stop notices from all Subcontractors who filed a preliminary notice of a claim against the Maintenance Payment Bond (or evidence satisfactory to TxDOT that any such Liens and stop notices have been separately bonded around), or (b) expiration of the statutory period for Subcontractors to file a claim against the Maintenance Payment Bond if no claims have been filed. 7.4.5 Each bond required hereunder shall be issued by a Surety authorized to do business in the State with a rating of at least A minus (A-) or better and Class VIII or better by A.M. Best Company or rated in the top two categories by two nationally recognized rating agencies, or as otherwise approved by TxDOT in its discretion. If any bond provided becomes ineffective, or if the Surety providing a P&P Bond no longer meets the requirements hereof (or if multiple Sureties act as co-Sureties in providing a P&P Bond, none of such co-Sureties meets the requirements hereof), DB Contractor shall provide a replacement bond in the same form issued by a Surety meeting the foregoing requirements. If the Maintenance Price is increased in connection with a Change Order or Increased Capital Maintenance, TxDOT may, in its discretion, require a corresponding proportionate increase in the amount of each bond or alternative security. 7.4.6 After issuance by TxDOT of each of Maintenance NTP2 and Maintenance NTP3 pursuant to Section 4.2 and no later than 30 days prior to the commencement of the subsequent Maintenance Term, or if earlier, 30 days prior to the expiration of the then-outstanding P&P Bonds, DB Contractor shall deliver (a) replacement P&P Bonds meeting the requirements set forth in this Section 7.4, (b) evidence of renewal, and, if applicable, an adjustment of the amount, of the then-outstanding P&P Bonds or (c) a P&P Letter of Credit meeting the requirements set forth in Sections 7.2 and 7.3. Furthermore, replacement Maintenance Security meeting the requirements of this Section 7 shall be delivered to TxDOT no later than 10 days after (i) any bond previously provided becomes ineffective or (ii) the Surety that provided such bond no longer meets the requirements hereof (or if multiple Sureties act as co-Sureties in providing such bond, none of such co-Sureties meets the requirements hereof). 7.4.7 If DB Contractor fails to timely provide replacement or renewal Maintenance Security meeting the requirements of this Section 7 as and when required under Section 7.4.6, TxDOT shall have the right to draw down on the Maintenance Performance Bond an amount that is equal to the lesser of (i) 20% of the amount of the Maintenance Performance Bond or (ii) $20,000,000 (escalated in accordance with the methodology set forth in Section 7.4.8) as cash collateral to secure the performance of DB Contractor under the CMA Documents as a result of DB Contractor’s failure to satisfy the Maintenance Security obligations to which DB Contractor agreed upon in executing the CMA. 7.4.8 The dollar amounts described in Section 7.4.7 shall be escalated, commencing on the Effective Date to the date that is 60 days prior to the date the initial bond or each replacement bond, as applicable, is issued, based on changes in the ENR CCI in accordance with the methodology set forth in Section

Maintenance Payment and Performance Bonds. As Maintenance Security, DB Contractor may elect to provide and maintain payment and performance bonds in the amount and pursuant to the requirements set forth in this Section 7.4 (the “P&P Bonds”). 7.4.1 If DB Contractor elects to provide P&P Bonds as Maintenance Security hereunder, DB Contractor shall obtain and provide to TxDOT at the times required herein, and shall maintain at all times, (a) a performance bond in the form attached as Exhibit 6 (the “Maintenance Performance Bond”), and (b) a payment bond, in the form attached as Exhibit 7 (the “Maintenance Payment Bond”), that shall guarantee the performance of the Maintenance Services and payment to Persons performing certain work for DB Contractor under this CMACapital Maintenance Agreement. 7.4.2 The Maintenance Performance Bond and the Maintenance Payment Bond shall each have a term equal to or greater than the then-current Maintenance Term. The initial amount of the Maintenance Performance Bond shall be required for the period of the Initial Maintenance Term and an adjusted amount required for each additional Maintenance Term for which a Maintenance NTP has been issued, based on the greater of the following calculations: (1) 0.75 times the amount determined by calculating the sum of the five escalated annual Maintenance Price payments for each year in the Maintenance Term and (2) 100% of the greatest escalated annual Maintenance Price payment in the applicable Maintenance Term. For the purpose of determining the escalated Maintenance Price payments in the preceding sentence, the annual Maintenance Price payment amounts described in Section 8.1 and set forth in Exhibit 4 shall be escalated to the date that is 60 days prior to the date the Maintenance Security amount is required, using ENR CCI in the same manner applied to the Maintenance Price in Section 8.1.3 and then at an annual rate of 3% for each succeeding year.the 7.4.3 TxDOT shall provide a release of each Maintenance Performance Bond on the date that is one year after the expiration of the Maintenance Period and upon such date thereafter that all of the following have occurred: (a) DB Contractor is not in default under this CMACapital Maintenance Agreement, (b) no event has occurred that, with the giving of notice or passage of time, would constitute a default by DB Contractor hereunder or under the CMA Documents; (c) all final Record Documents have been delivered to TxDOT in accordance with Section 3.7, and (d) no outstanding Claims are then pending against DB Contractor hereunder. 7.4.4 DB Contractor shall deliver to TxDOT a Maintenance Payment Bond in the same amount and at the same times as is required for the Maintenance Performance Bond pursuant to Section 7.4.2. TxDOT will release each Maintenance Payment Bond upon (a) receipt of (i) evidence satisfactory to TxDOT that all Persons eligible to file a claim against the Maintenance Payment Bond have been fully paid and (ii) unconditional releases of Liens and stop notices from all Subcontractors who filed a preliminary notice of a claim against the Maintenance Payment Bond (or evidence satisfactory to TxDOT that any such Liens and stop notices have been separately bonded around), or (b) expiration of the statutory period for Subcontractors to file a claim against the Maintenance Payment Bond if no claims have been filed. 7.4.5 Each bond required hereunder shall be issued by a Surety authorized to do business in the State with a rating of at least A minus (A-) or better and Class VIII or better by A.M. Best Company or rated in the top two categories by two nationally recognized rating agencies, or as otherwise approved by TxDOT in its discretion. If any bond provided becomes ineffective, or if the Surety providing a P&P Bond no longer meets the requirements hereof (or if multiple Sureties act as co-Sureties in providing a P&P Bond, none of such co-Sureties meets the requirements hereof), DB Contractor shall provide a replacement bond in the same form issued by a Surety meeting the foregoing requirements. If the Maintenance Price is increased in connection with a Change Order or Increased Capital Maintenance, TxDOT may, in its discretion, require a corresponding proportionate increase in the amount of each bond or alternative security.Capital 7.4.6 After issuance by TxDOT of each of Maintenance NTP2 and Maintenance NTP3 pursuant to Section 4.2 and no later than 30 days prior to the commencement of the subsequent Maintenance Term, or if earlier, 30 days prior to the expiration of the then-outstanding P&P Bonds, DB Contractor shall deliver (a) replacement P&P Bonds meeting the requirements set forth in this Section 7.4, (b) evidence of renewal, and, if applicable, an adjustment of the amount, of the then-then- outstanding P&P Bonds or (c) a P&P Letter of Credit meeting the requirements set forth in Sections 7.2 and 7.3. Furthermore, replacement Maintenance Security meeting the requirements of this Section 7 shall be delivered to TxDOT no later than 10 days after (i) any bond previously provided becomes ineffective or (ii) the Surety that provided such bond no longer meets the requirements hereof (or if multiple Sureties act as co-Sureties in providing such bond, none of such co-Sureties meets the requirements hereof). 7.4.7 If DB Contractor fails to timely provide replacement or renewal Maintenance Security meeting the requirements of this Section 7 as and when required under Section 7.4.6, TxDOT shall have the right to draw down on the Maintenance Performance Bond an amount that is equal to the lesser of (i) 20% of the amount of the Maintenance Performance Bond or (ii) $20,000,000 (escalated in accordance with the methodology set forth in Section 7.4.8) as cash collateral to secure the performance of DB Contractor under the CMA Documents as a result of DB Contractor’s failure to satisfy the Maintenance Security obligations to which DB Contractor agreed upon in executing the CMA. 7.4.8 The dollar amounts described in Section 7.4.7 shall be escalated, commencing on the Effective Date to the date that is 60 days prior to the date the initial bond or each replacement bond, as applicable, is issued, based on changes in the ENR CCI in accordance with the methodology set forth in Section

Maintenance Payment and Performance Bonds. As Maintenance Security, DB Contractor may elect to provide and maintain payment and performance bonds in the amount and pursuant to the requirements set forth in this Section 7.4 (the “P&P Bonds”). 7.4.1 If DB Contractor elects to provide P&P Bonds as On or before 60 Days after issuance by TxDOT of Maintenance Security hereunderNTP1, DB Contractor shall obtain and provide to TxDOT at the times required hereinTxDOT, and shall maintain at all times, (a) a performance bond in the form attached as Exhibit 6 (the “Maintenance Performance Bond”)) naming Corporation as obligee, as well as a dual obligee rider naming TxDOT as additional obligee in the form attached as Exhibit 6-1, and (b) a payment bond, in the form attached as Exhibit 7 (the “Maintenance Payment Bond”), ) that shall guarantee the performance of the Maintenance Services and shall also guarantee payment to Persons performing certain work for DB Contractor under this CMACapital Maintenance Agreement, naming Corporation as obligee, as well as a dual obligee rider naming TxDOT as additional obligee in the form attached as Exhibit 7-1. 7.4.2 The Maintenance Performance Bond and the Maintenance Payment Bond shall each have a term equal to or greater than the then-current Maintenance Term. The initial amount of the Maintenance Performance Bond shall be required for the period of the Initial Maintenance Term and an adjusted amount required for each additional Maintenance Term for which a Maintenance an NTP has been issued, based on the greater of the following calculations: (1) 0.75 times the amount determined by calculating the sum of the five escalated annual Maintenance Price payments for each year in the Maintenance Term and (2) 100% of the greatest escalated annual Maintenance Price payment in the applicable Maintenance Term. For the purpose of determining the escalated Maintenance Price payments in the preceding sentence, the annual Maintenance Price payment amounts described in Section 8.1 and set forth in Exhibit 4 shall be escalated escalated, to the date that is 60 days prior to the date the Maintenance Security amount is required, using ENR CCI CPI in the same manner applied to the Maintenance Price in Section 8.1.3 and then at an annual rate of 3% for each succeeding year. 7.4.3 TxDOT shall provide a release of each Maintenance Performance Bond on the date that is one year after the expiration of the Maintenance Period Performance Bond and upon such date thereafter that all of the following have occurred: (a) DB Contractor is not in default under this CMACapital Maintenance Agreement, (b) no event has occurred that, that with the giving of notice or passage of time, time would constitute a default by DB Contractor hereunder or under the CMA Documents; and (c) all final Record Documents have been delivered to TxDOT in accordance with Section 3.7, and (d) no outstanding Claims are then pending against DB Contractor hereunder. 7.4.4 DB Contractor shall deliver to TxDOT a Maintenance Payment Bond in the same amount and at the same times as is required for the Maintenance Performance Bond pursuant to Section 7.4.2. TxDOT will release each Maintenance Payment Bond upon upon: (a) receipt of (i) evidence satisfactory to TxDOT that all Persons eligible to file a claim against the Maintenance Payment Bond have been fully paid and (ii) unconditional releases of Liens and stop notices from all Subcontractors who filed a preliminary notice of a claim against the Maintenance Payment Bond (or evidence satisfactory to TxDOT that any such Liens and stop notices have been separately bonded around), or (b) expiration of the statutory period for Subcontractors to file a claim against the Maintenance Payment Bond if no claims have been filed. 7.4.5 Each bond required hereunder shall be issued by a Surety authorized to do business in the State with a rating of at least A minus (A-) or better and Class VIII or better by A.M. Best Company or rated in the top two categories by two nationally recognized rating agencies, or as otherwise approved by TxDOT in its discretion. If any bond provided becomes ineffective, or if the Surety providing a P&P Bond no longer meets the requirements hereof (or if multiple Sureties act as co-Sureties in providing a P&P Bondsureties, none of such co-Sureties no Surety meets the requirements hereof), DB Contractor shall provide a replacement bond in the same form issued by a Surety meeting the foregoing requirements. If the Maintenance Price is increased in connection with a Change Order or Increased Capital MaintenanceOrder, TxDOT may, in its discretion, require a corresponding proportionate increase in the amount of each bond or alternative security. 7.4.6 After issuance by TxDOT of each of Maintenance NTP2 and Maintenance NTP3 pursuant to Section 4.2 and no later than 30 days prior to the commencement of the subsequent Maintenance Term, or if earlier, 30 days prior to the expiration of the then-then outstanding P&P Bondsbonds, DB Contractor shall deliver (a) replacement P&P Bonds meeting the requirements set forth in this Section 7.4, (b) evidence of renewal, and, if applicable, an adjustment of the amount, of the then-then outstanding P&P Bonds bonds or (c) a P&P Letter of Credit meeting the requirements set forth in Section 7.3, as well as one or more Guarantees (if required) meeting the requirements set forth in Sections 7.2 7.4 and 7.37.6. Furthermore, replacement Maintenance Security meeting the requirements of this Section 7 shall be delivered to TxDOT no later than 10 ten days after (i) any bond previously provided becomes ineffective or (ii) the Surety (or all co-Sureties) that provided such bond no longer meets the requirements hereof (or if multiple Sureties act as co-Sureties in providing such bond, none of such co-Sureties meets meet(s) the requirements hereof). 7.4.7 If DB Contractor fails to timely provide replacement or renewal Maintenance Security meeting the requirements of this Section 7 as and when required under Section 7.4.6for the Second Maintenance Term, TxDOT shall have the right to draw down on the Maintenance Performance Bond an amount that is equal to the lesser of (i) 20% twenty percent of the amount of the Maintenance Performance Bond for the Initial Term or (ii) $20,000,000 (escalated in accordance with the methodology set forth in Section 7.4.8) as cash collateral to secure the performance of DB Contractor under the CMA Documents as a result of DB Contractor’s failure to satisfy the Maintenance Security obligations to which DB Contractor agreed upon in executing the CMA. If DB Contractor fails to timely provide replacement or renewal Maintenance Security meeting the requirements of this Section 7 for the Third Maintenance Term, TxDOT shall have the right to draw down an amount that is the lesser of (a) ten percent of the amount of the Maintenance Performance Bond for the Second Term or (b) $10,000,000 (escalated in accordance with the methodology set forth in Section 7.4.8) as cash collateral to secure the performance of DB Contractor under the CMA Documents as a result of DB Contractor’s failure to satisfy the Maintenance Security obligations to which DB Contractor agreed upon in executing the CMA. 7.4.8 The dollar amounts described in Section 7.4.7 shall be escalated, commencing on the Effective Date to the date that is 60 days prior to the date the initial bond or each replacement bond, as applicable, is issued, based on changes in the ENR CCI CPI. DB Contractor agrees and acknowledges that such cash collateral is necessary to secure the performance of DB Contractor under the CMA Documents as a result of DB Contractor's failure to satisfy the Maintenance Security obligations under this CMA and may be used by TxDOT to compensate TxDOT for the damages incurred in connection therewith, including TxDOT’s costs to procure a substitute DB Contractor and any amounts paid to such substitute DB Contractor in excess of the unpaid balance of the CMA. Any cash collateral not otherwise utilized by TxDOT with respect to DB Contractor’s obligations under the CMA Documents shall be returned to DB Contractor upon the earlier of (i) delivery by DB Contractor of replacement P&P Bonds meeting the requirements of this Section 7.4 or the P&P Letter of Credit and Guaranty (if required) in accordance with Sections 7.2, 7.3 and 7.6 and (ii) one year after the methodology end of the Maintenance Period. 7.4.9 DB Contractor may elect to (a) procure the Maintenance Payment Bond and Maintenance Performance Bond directly, so that they are security for DB Contractor’s payment obligations to Subcontractors and laborers performing the Maintenance Services and DB Contractor’s performance obligations under the Contract Documents respecting the Maintenance Services, or (b) provided the Lead Maintenance Firm is responsible for the performance of all of the DB Contractor’s performance obligations under the Contract Documents respecting the Maintenance Services, deliver Maintenance Payment Bonds and Maintenance Performance Bonds from the Lead Maintenance Firm so that each such Maintenance Payment Bond and Maintenance Performance Bond is security for payment to subcontractors and laborers and performance of the Lead Maintenance Firm's obligations under the Lead Maintenance Firm’s Subcontract. If DB Contractor makes the election under clause (b) above, then (x) a multiple obligee rider in which Corporation and TxDOT are named as additional obligees in a form acceptable to TxDOT under which all rights of DB Contractor are subordinated to Corporation and TxDOT also must be provided, (y) the language of the bond forms set forth in SectionExhibits 6 and 7 shall be adjusted to reflect this election, but only as necessary to identify the Lead Maintenance Firm’s Subcontract as the bonded contract, to identify Lead Maintenance Firm as the principal and to include the DB Contractor as the obligee and (z) such bonds shall otherwise conform to the requirements set forth in this Section 7.4.

Maintenance Payment and Performance Bonds. 3.2.3.1 As Maintenance Security, DB Contractor may elect to provide and maintain payment and performance bonds in the amount and pursuant to the requirements set forth in this Section 7.4 3.2.3 and Section 4.1 of the CMA (the “P&P Bonds”). 7.4.1 3.2.3.2 If DB Contractor elects to provide P&P Bonds as Maintenance Security hereunder, DB Contractor shall obtain and provide to TxDOT at the times required herein, and shall maintain at all times, times (a) a performance bond in the form attached as Exhibit 6 (the “Maintenance Performance Bond”), Bond and (b) a payment bond, in the form attached as Exhibit 7 (the “Maintenance Payment Bond”), Bond that shall guarantee the performance of the Maintenance Services and shall also guarantee payment to Persons performing certain work for DB Contractor under this CMA. 7.4.2 Capital Maintenance Contract. The Maintenance Performance Bond and the Maintenance Payment Bond shall each have a term equal to or greater than the then-current Maintenance Term. The initial amount of the Maintenance Performance Bond for each Maintenance Term shall be required for equal the period of the Initial Maintenance Term and an adjusted amount required for each additional Maintenance Term for which a Maintenance NTP has been issued, based on the greater of the following calculations: (1) 0.75 times the amount determined by calculating the sum of the five escalated annual total Maintenance Price payments for each year in the Maintenance Term and (2) 100% of the greatest escalated annual Maintenance Price payment to be made in the applicable Maintenance TermTerm in accordance with Exhibit 3 to the CMA as such amounts are adjusted in accordance with this Section 3.2.3.2. For the purpose of determining the escalated adjusted Maintenance Price payments in the preceding sentence, the annual Maintenance Price payment amounts described in Section 8.1 and set forth in Exhibit 4 3 to the CMA shall be escalated adjusted, to the date that is 60 days prior to the date the Maintenance Security amount is required, using ENR CCI CPI in the same manner applied to the Maintenance Price in Section 8.1.3 8.1.4 and then at an annual rate of 3% for each succeeding year. 7.4.3 TxDOT shall provide a release of each Maintenance Performance Bond on the date that is one year after the expiration of the Maintenance Period and upon such date thereafter that all of the following have occurred: (a) DB Contractor is not in default under this CMA, (b) no event has occurred that, with the giving of notice or passage of time, would constitute a default by DB Contractor hereunder or under the CMA Documents; (c) all final Record Documents have been delivered to TxDOT in accordance with Section 3.7, and (d) no outstanding Claims are then pending against DB Contractor hereunder. 7.4.4 3.2.3.3 DB Contractor shall deliver to TxDOT a Maintenance Payment Bond in the same amount and at the same times as is required for the Maintenance Performance Bond pursuant to Section 7.4.2. TxDOT will release each Maintenance Payment Bond upon (a) receipt of (i) evidence satisfactory to TxDOT that all Persons eligible to file a claim against the Maintenance Payment Bond have been fully paid and (ii) unconditional releases of Liens and stop notices from all Subcontractors who filed a preliminary notice of a claim against the Maintenance Payment Bond (or evidence satisfactory to TxDOT that any such Liens and stop notices have been separately bonded around), or (b) expiration of the statutory period for Subcontractors to file a claim against the Maintenance Payment Bond if no claims have been filed. 7.4.5 Each bond required hereunder shall be issued by a Surety authorized to do business in the State with a rating of at least A minus (A-) or better and Class VIII or better by A.M. Best Company or rated in the top two categories by two nationally recognized rating agencies, or as otherwise approved by TxDOT in its discretion. If any bond provided becomes ineffective, or if the Surety providing a P&P Bond no longer meets the requirements hereof (or if multiple Sureties act as co-Sureties in providing a P&P Bond, none of such co-Sureties meets the requirements hereof), DB Contractor shall provide a replacement bond in the same form issued by a Surety meeting the foregoing requirements. If the Maintenance Price is increased in connection with a Change Order or Increased Capital Maintenance, TxDOT may, in its discretion, require a corresponding proportionate increase in the amount of each bond or alternative security. 7.4.6 After issuance by TxDOT of each of Maintenance NTP2 and Maintenance NTP3 pursuant to Section 4.2 and no later than 30 days prior to the commencement of the subsequent Maintenance Term, or if earlier, 30 days prior to the expiration of the then-outstanding P&P Bonds, DB Contractor shall deliver (a) replacement P&P Bonds meeting the requirements set forth in this Section 7.4, (b) evidence of renewal, and, if applicable, an adjustment of the amount, of the then-outstanding P&P Bonds or (c) a P&P Letter of Credit meeting the requirements set forth in Sections 7.2 and 7.3. Furthermore, replacement Maintenance Security meeting the requirements of this Section 7 shall be delivered to TxDOT no later than 10 days after (i) any bond previously provided becomes ineffective or (ii) the Surety that provided such bond no longer meets the requirements hereof (or if multiple Sureties act as co-Sureties in providing such bond, none of such co-Sureties meets the requirements hereof). 7.4.7 If DB Contractor fails to timely provide replacement or renewal Maintenance Security meeting the requirements of this Section 7 as and when required under Section 7.4.6, TxDOT shall have the right to draw down on the Maintenance Performance Bond an amount that is equal to the lesser of (i) 20% of the amount of the Maintenance Performance Bond or (ii) $20,000,000 (escalated in accordance with the methodology set forth in Section 7.4.8) as cash collateral to secure the performance of DB Contractor under the CMA Documents as a result of DB Contractor’s failure to satisfy the Maintenance Security obligations to which DB Contractor agreed upon in executing the CMA. 7.4.8 The dollar amounts described in Section 7.4.7 shall be escalated, commencing on the Effective Date to the date that is 60 days prior to the date the initial bond or each replacement bond, as applicable, is issued, based on changes in the ENR CCI in accordance with the methodology set forth in Section

Maintenance Payment and Performance Bonds. As 7.1.1 On or before 60 Days after issuance by TxDOT of Maintenance SecurityNTP1, DB Contractor may elect to provide and maintain payment and performance bonds in the amount and pursuant to the requirements set forth in this Section 7.4 (the “P&P Bonds”). 7.4.1 If DB Contractor elects to provide P&P Bonds as Maintenance Security hereunder, DB Contractor shall obtain and provide to TxDOT at the times required hereinTxDOT, and shall maintain at all times, (a) a performance bond Maintenance Performance Bond and a Maintenance Payment Bond, in the form forms attached as Exhibit 6 (the “Maintenance Performance Bond”), and (b) a payment bond, in the form attached as Exhibit 7 (the “Maintenance Payment Bond”), respectively that shall guarantee the performance of the Maintenance Services and shall also guarantee payment to Persons performing certain work for DB Maintenance Contractor under this CMAComprehensive Maintenance Agreement. 7.4.2 The Maintenance Performance Bond and the Maintenance Payment Bond shall each have a term equal to or greater than the then-current Maintenance Term. The initial amount of the Maintenance Performance Bond shall be required for the period of the Initial Maintenance Term and an adjusted amount required for each additional Maintenance Term for which a Maintenance NTP has been issued, based on the greater of the following calculations: (1) 0.75 times the amount determined by calculating the sum of the five escalated annual Maintenance Price payments for each year in the Maintenance Term and (2) 100% of the greatest escalated annual Maintenance Price payment in the applicable Maintenance Term. For the purpose of determining the escalated Maintenance Price payments in the preceding sentence, the annual Maintenance Price payment amounts described in Section 8.1 and set forth in Exhibit 4 shall be escalated to the date that is 60 days prior to the date the Maintenance Security amount is required, using ENR CCI in the same manner applied to the Maintenance Price in Section 8.1.3 and then at an annual rate of 3% for each succeeding year. 7.4.3 TxDOT shall provide a release of each Maintenance Performance Bond on the date that is one year after the expiration of the Maintenance Period and upon such date thereafter that all of the following have occurred: (a) DB Contractor is not in default under this CMA, (b) no event has occurred that, with the giving of notice or passage of time, would constitute a default by DB Contractor hereunder or under the CMA Documents; (c) all final Record Documents have been delivered to TxDOT in accordance with Section 3.7, and (d) no outstanding Claims are then pending against DB Contractor hereunder. 7.4.4 DB Contractor shall deliver to TxDOT a Maintenance Payment Bond in the same amount and at the same times as is required for the Maintenance Performance Bond pursuant to Section 7.4.2. TxDOT will release each Maintenance Payment Bond upon (a) receipt of (i) evidence satisfactory to TxDOT that all Persons eligible to file a claim against the Maintenance Payment Bond have been fully paid and (ii) unconditional releases of Liens and stop notices from all Subcontractors who filed a preliminary notice of a claim against the Maintenance Payment Bond (or evidence satisfactory to TxDOT that any such Liens and stop notices have been separately bonded around), or (b) expiration of the statutory period for Subcontractors to file a claim against the Maintenance Payment Bond if no claims have been filed. 7.4.5 7.1.2 Each bond required hereunder shall be issued by a Surety authorized to do business in the State with a rating of at least A minus (A-) or better and Class VIII or better by A.M. Best Company or rated in the top two categories by two nationally recognized rating agencies, or as otherwise approved by TxDOT in its sole discretion. If any bond previously provided becomes ineffective, or if the Surety providing a P&P Bond that provided the bond no longer meets the requirements hereof (or if multiple Sureties act as co-Sureties in providing a P&P Bondhereof, none of such co-Sureties meets the requirements hereof), DB Maintenance Contractor shall provide a replacement bond in the same form issued by a Surety surety meeting the foregoing requirements, or other assurance satisfactory to TxDOT, in its sole discretion. If the Maintenance Price is increased in connection with a Change Order Order, TxDOT may, in its sole discretion, require a corresponding proportionate increase in the amount of each bond or Increased Capital Maintenancealternative security. 7.1.3 The Maintenance Performance Bond and the Maintenance Payment Bond shall each have a term equal or greater to the then-current Maintenance Term. During each such period, the amount of each bond shall be equal to 75% of the aggregate sum of the remaining annual Maintenance Price for all years of the applicable Maintenance Term, using the then-current annual Maintenance Price as the annual Maintenance Price for each year remaining in the Maintenance Term; provided however, the amount of each bond shall not be less than 100% of the then current annual Maintenance Price. If the Maintenance Price is increased in connection with a Change Order, TxDOT may, in its discretion, require a corresponding proportionate increase in the amount of each bond or alternative securitybond. Separate Maintenance Performance Bonds and Maintenance Payment Bonds shall be provided by Maintenance Contractor in the amount of any outstanding Unplanned Capital Maintenance as determined under Section 3.5.2. 7.4.6 After 7.1.4 On or before 60 Days after issuance by TxDOT of each of Maintenance NTP2 and Maintenance NTP3 NTP3, pursuant to Section Sections 4.2 and no later than 30 days prior to the commencement of the subsequent 4.3 respectively, Maintenance Term, or if earlier, 30 days prior to the expiration of the then-outstanding P&P Bonds, DB Contractor shall deliver either (a) replacement P&P Bonds meeting provide a Maintenance Performance Bond and a Maintenance Payment Bond in connection with the requirements set forth in this Section 7.4, Second Maintenance Term (or a Third Maintenance Term following a Second Maintenance Term) or (b) provide evidence of renewal, and, if applicable, an adjustment of adjusting the amount, of the then-outstanding P&P Bonds or (c) a P&P Letter of Credit meeting the requirements set forth in Sections 7.2 and 7.3. Furthermore, replacement Maintenance Security meeting the requirements of this Section 7 shall be delivered to TxDOT no later than 10 days after (i) any bond previously provided becomes ineffective or (ii) the Surety that provided such bond no longer meets the requirements hereof (or if multiple Sureties act as co-Sureties in providing such bond, none of such co-Sureties meets the requirements hereof)existing bonds. 7.4.7 If DB Contractor fails to timely provide replacement or renewal Maintenance Security meeting the requirements of this Section 7 as and when required under Section 7.4.6, 7.1.5 TxDOT shall have the right to draw down on will release the Maintenance Performance Bond an amount upon expiration of the Warranty Period, provided that no outstanding claims are then pending against Maintenance Contractor hereunder. 7.1.6 If a Maintenance Payment Bond is equal not renewed as provided in Section 7.1.4, then TxDOT will release the Maintenance Payment Bond after the end of the applicable Maintenance Term upon the latest to the lesser occur of: (a) receipt of (i) 20% of the amount of evidence satisfactory to TxDOT that all Persons eligible to file a claim against the Maintenance Performance Payment Bond or have been fully paid and (ii) $20,000,000 (escalated in accordance with the methodology set forth in Section 7.4.8) as cash collateral to secure the performance unconditional releases of DB Contractor under the CMA Documents as Liens and stop notices from all Subcontractors who filed preliminary notice of a result of DB Contractor’s failure to satisfy claim against the Maintenance Security obligations Payment Bond, or (b) expiration of the statutory period for Subcontractors to which DB Contractor agreed upon in executing file a claim against the CMAMaintenance Payment Bond if no claims have been filed. 7.4.8 The dollar amounts described in Section 7.4.7 shall be escalated, commencing on the Effective Date to the date that is 60 days prior to the date the initial bond or each replacement bond, as applicable, is issued, based on changes in the ENR CCI in accordance with the methodology set forth in Section

Maintenance Payment and Performance Bonds. 3.3.3.1 As Maintenance Security, DB Contractor may elect to provide and maintain payment and performance bonds in the amount and pursuant to the requirements set forth in this Section 7.4 3.3.3 and Section 4.1 of the CMA (the “P&P Bonds”). 7.4.1 3.3.3.2 If DB Contractor elects to provide P&P Bonds as Maintenance Security hereunder, DB Contractor shall obtain and provide to TxDOT at the times required herein, and shall maintain at all times, times (a) a performance bond in the form attached as Exhibit 6 (the “Maintenance Performance Bond”), Bond and (b) a payment bond, in the form attached as Exhibit 7 (the “Maintenance Payment Bond”), Bond that shall guarantee the performance of the Maintenance Services and shall also guarantee payment to Persons performing certain work for DB Contractor under this CMACapital Maintenance Contract. 7.4.2 3.3.3.3 The Maintenance Performance Bond and the Maintenance Payment Bond shall each have a term equal to or greater than the then-current Maintenance Term. The initial amount of the Maintenance Performance Bond shall be required for the period of the Initial Maintenance Term and an adjusted amount shall be required for each additional Maintenance Term for which a Maintenance NTP has been issued, based on the greater of the following calculations: (1) 0.75 times the amount determined by calculating the sum of the five escalated annual Maintenance Price payments for each year in the Maintenance Term and (2) 100% of the greatest escalated annual Maintenance Price payment in the applicable Maintenance Term. For the purpose of determining the escalated Maintenance Price payments in the preceding sentence, the annual Maintenance Price payment amounts described in Section 8.1 and set forth in Exhibit 4 to the CMA shall be escalated escalated, to the date that is 60 days prior to the date the Maintenance Security amount is required, using ENR CCI CPI in the same manner applied to the Maintenance Price in Section 8.1.3 and then at an annual rate of 3% for each succeeding year.Section 7.4.3 TxDOT shall provide a release of each Maintenance Performance Bond on the date that is one year after the expiration of the Maintenance Period and upon such date thereafter that all of the following have occurred: (a) DB Contractor is not in default under this CMA, (b) no event has occurred that, with the giving of notice or passage of time, would constitute a default by DB Contractor hereunder or under the CMA Documents; (c) all final Record Documents have been delivered to TxDOT in accordance with Section 3.7, and (d) no outstanding Claims are then pending against DB Contractor hereunder. 7.4.4 3.3.3.4 DB Contractor shall deliver to TxDOT a Maintenance Payment Bond in the same amount and at the same times as is required for the Maintenance Performance Bond pursuant to Section 7.4.2. TxDOT will release each Maintenance Payment Bond upon (a) receipt of (i) evidence satisfactory to TxDOT that all Persons eligible to file a claim against the Maintenance Payment Bond have been fully paid and (ii) unconditional releases of Liens and stop notices from all Subcontractors who filed a preliminary notice of a claim against the Maintenance Payment Bond (or evidence satisfactory to TxDOT that any such Liens and stop notices have been separately bonded around), or (b) expiration of the statutory period for Subcontractors to file a claim against the Maintenance Payment Bond if no claims have been filed. 7.4.5 3.3.3.5 Each bond required hereunder shall be issued by a Surety authorized to do business in the State with a rating of at least A minus (A-) or better and Class VIII or better by A.M. Best Company or rated in the top two categories by two nationally recognized rating agencies, or as otherwise approved by TxDOT in its discretion. If any bond provided becomes ineffective, or if the Surety providing a P&P Bond no longer meets the requirements hereof (or if multiple Sureties act as co-Sureties in providing a P&P Bondco- sureties, none of such co-Sureties no Surety meets the requirements hereof), DB Contractor shall provide a replacement bond in the same form issued by a Surety meeting the foregoing requirements. If the Maintenance Price is increased in connection with a Change Order or Increased Unplanned Capital Maintenance, TxDOT may, in its discretion, require a corresponding proportionate increase in the amount of each bond or alternative security. 7.4.6 3.3.3.6 After issuance by TxDOT of each of Maintenance NTP2 and Maintenance NTP3 pursuant to Section 4.2 2.4 of the CMA and no later than 30 days prior to the earlier of the commencement of the subsequent Maintenance Term, Term or if earlier, 30 days prior to the expiration of the then-then outstanding P&P Bonds, DB Contractor shall deliver (a) replacement P&P Bonds meeting the requirements set forth in this Section 7.43.3.3, (b) evidence of renewal, and, if applicable, an adjustment of the amount, of the then-then outstanding P&P Bonds or (c) a P&P Letter of Credit meeting the requirements set forth in Sections 7.2 3.3.1 and 7.33.3.2, as well as one or more Guarantees (if required) meeting the requirements set forth in Section 4.2 of the CMA. Furthermore, replacement Maintenance Security meeting the requirements of this Section 7 3.3 and shall be delivered to TxDOT no later than 10 ten days after (i) any bond previously provided becomes ineffective or (ii) the Surety (or all co-Sureties) that provided such bond no longer meets the requirements hereof (or if multiple Sureties act as co-Sureties in providing such bond, none of such co-Sureties meets meet(s) the requirements hereof). 7.4.7 3.3.3.7 If DB Contractor fails to timely provide replacement or renewal Maintenance Security meeting the requirements of this Section 7 as and when required under Section 7.4.63.3 for the Second Maintenance Term, TxDOT shall have the right to draw down on the Maintenance Performance Bond an amount that is equal to the lesser of (i) 20% of the amount of the Maintenance Performance Bond for the Initial Term or (ii) $20,000,000 the Maximum Draw-Down Amount (escalated in accordance with the methodology set forth in Section 7.4.83.3.3.8) as cash collateral to secure the performance of DB Contractor under the CMA CMC Documents as a result of DB Contractor’s failure to satisfy the Maintenance Security obligations to which DB Contractor agreed upon in executing the CMACMC. If DB Contractor fails to timely provide replacement or renewal Maintenance Security meeting the requirements of this Section 3.3 for the Third Maintenance Term, TxDOT shall have the right to draw down an amount that is the lesser of (a) 10% of the amount of the Maintenance Performance Bond for the Second Term or (b) 50% of the Maximum Draw-Down Amount (escalated in accordance with the methodology set forth in Section 3.3.3.8) as cash collateral to secure the performance of DB Contractor under the CMC Documents as a result of DB Contractor’s failure to satisfy the Maintenance Security obligations to which DB Contractor agreed upon in executing the CMC. 7.4.8 3.3.3.8 The dollar amounts described in Section 7.4.7 3.3.3.7 shall be escalated, commencing on the Effective Date to the date that is 60 days prior to the date the initial bond or each replacement bond, as applicable, is issued, based on changes in the ENR CCI CPI in accordance with the methodology set forth in Section 8.1.3. DB Contractor agrees and acknowledges that such cash collateral is necessary to secure the performance of DB Contractor under the CMC Documents as a result of DB Contractor’s failure to satisfy the Maintenance Security obligations under this CMC and may be used by TxDOT to compensate TxDOT for the damages incurred in connection therewith, including TxDOT’s costs to procure a substitute DB Contractor and any amounts paid to such substitute DB Contractor in excess of the unpaid balance of the CMC. Any cash collateral not otherwise utilized by TxDOT with respect to DB Contractor’s obligations under the CMC Documents shall be returned to DB Contractor upon the earlier of (i) delivery by DB Contractor of replacement P&P Bonds meeting the requirements of this Section 3.3.3 or the P&P Letter of Credit and Guaranty (if required) in accordance with Sections 3.3.1 and 3.3.2 hereof and Section

Maintenance Payment and Performance Bonds. As Maintenance O&M Security, DB Contractor may elect to provide and maintain payment and performance bonds in the amount and pursuant to the requirements set forth in this Section 7.4 (the “P&P Bonds”). 7.4.1 If DB Contractor elects to provide P&P Bonds as On or before 60 Days after issuance by TxDOT of Maintenance Security hereunderNTP1, DB Contractor shall obtain and provide to TxDOT at the times required hereinTxDOT, and shall maintain at all times, (a) a performance bond in the form attached as Exhibit 6 (the “Maintenance Performance Bond”), ) and (b) a payment bond, in the form attached as Exhibit 7 (the “Maintenance Payment Bond”), ) that shall guarantee the performance of the Maintenance Services and shall also guarantee payment to Persons performing certain work for DB Contractor under this CMAComprehensive Maintenance Agreement. 7.4.2 The Maintenance Performance Bond and the Maintenance Payment Bond shall each have a term equal to or greater than the then-current Maintenance Term. The initial amount of the Maintenance Performance Bond shall be required for the period of the Initial Maintenance Term and an adjusted amount required for each additional Maintenance Term for which a Maintenance an NTP has been issued, based on the greater of the following calculations: (1) 0.75 times the amount determined by calculating the sum of the five escalated annual Maintenance Price payments for each year in the Maintenance Term and (2) 100% of the greatest escalated annual Maintenance Price payment in the applicable Maintenance Term. For the purpose of determining the escalated Maintenance Price payments in the preceding sentence, the annual Maintenance Price payment amounts described in Section 8.1 and set forth in Exhibit 4 shall be escalated escalated, to the date that is 60 days prior to the date the Maintenance O&M Security amount is required, using ENR CPI or CCI in the same manner applied to the Maintenance Price in Section 8.1.3 and then at an annual rate of 3% for each succeeding year. 7.4.3 TxDOT shall provide a release of each the Maintenance Performance Bond on the date that is one year after the expiration end of the Maintenance Period and upon such date thereafter that all of the following have occurred: (a) DB Contractor is not in default under this CMAComprehensive Maintenance Agreement, (b) no event has occurred that, that with the giving of notice or passage of time, would constitute a default by DB Contractor hereunder or under the CMA Documents; (c) all final Record Documents have been delivered to TxDOT in accordance with Section 3.7, and (d) no outstanding Claims are then pending against DB Contractor hereunder.notice 7.4.4 DB Contractor shall deliver to TxDOT a Maintenance Payment Bond in the same amount and at the same times as is required for the Maintenance Performance Bond pursuant to Section 7.4.2. TxDOT will release each the Maintenance Payment Bond upon upon: (a) receipt of (i) evidence satisfactory to TxDOT that all Persons eligible to file a claim against the Maintenance Payment Bond have been fully paid and (ii) unconditional releases of Liens and stop notices from all Subcontractors who filed a preliminary notice of a claim against the Maintenance Payment Bond (or evidence satisfactory to TxDOT that any such Liens and stop notices have been separately bonded around), or (b) expiration of the statutory period for Subcontractors to file a claim against the Maintenance Payment Bond if no claims have been filed. 7.4.5 Each bond required hereunder shall be issued by a Surety authorized to do business in the State with a rating of at least A minus (A-) or better and Class VIII or better by A.M. Best Company or rated in the top two categories by two nationally recognized rating agencies, or as otherwise approved by TxDOT in its discretion. If any bond provided becomes ineffective, or if the Surety providing a P&P Bond no longer meets the requirements hereof (or if multiple Sureties act acting as co-Sureties in providing a P&P Bondsureties, none of such co-Sureties no Surety meets the requirements hereof), DB Contractor shall provide a replacement bond in the same form issued by a Surety meeting the foregoing requirements. If the Maintenance Price is increased in connection with a Change Order or Increased Capital MaintenanceOrder, TxDOT may, in its discretion, require a corresponding proportionate increase in the amount of each bond or alternative security. 7.4.6 After issuance by TxDOT of each of Maintenance NTP2 NTP2, Maintenance NTP3, Maintenance NTP4 and Maintenance NTP3 NTP5 pursuant to Section 4.2 and no later than 30 days prior to the commencement of the subsequent Maintenance Term, or if earlier, 30 days prior to the expiration of the then-then outstanding P&P Bondsbonds, DB Contractor shall deliver (a) replacement P&P Bonds meeting the requirements set forth in this Section 7.4, (b) evidence of renewal, and, if applicable, an adjustment of the amount, of the then-then outstanding P&P Bonds bonds or (c) a P&P Letter of Credit meeting the requirements set forth in Section 7.3 , as well as one or more Guarantees (if required) meeting the requirements set forth in Sections 7.2 7.4 and 7.37.6. Furthermore, replacement Maintenance O&M Security meeting the requirements of this Section 7 shall be delivered to TxDOT no later than 10 ten days after (i) any bond previously provided becomes ineffective or (ii) the Surety (or all co-Sureties) that provided such bond no longer meets the requirements hereof (or if multiple Sureties act as co-Sureties in providing such bond, none of such co-Sureties meets meet(s) the requirements hereof). 7.4.7 If DB Contractor fails to timely provide replacement or renewal Maintenance O&M Security meeting the requirements of this Section 7 as and when required under Section 7.4.6for the Second Maintenance Term, TxDOT shall have the right to draw down on the Maintenance Performance Bond an amount that is equal to the lesser of (i) 20% twenty percent of the amount of the Maintenance Performance Bond for the Initial Term or (ii) $20,000,000 (escalated in accordance with the methodology set forth in Section 7.4.8) as cash collateral to secure the performance of DB Contractor under the CMA COMA Documents as a result of DB Contractor’s failure to satisfy the Maintenance O&M Security obligations to which DB Contractor agreed upon in executing the CMACOMA. If DB Contractor fails to timely provide replacement or renewal O&M Security meeting the requirements of this Section 7 for the Third Maintenance Term, TxDOT shall have the right to draw down an amount that is the lesser of (a) ten percent of the amount of the Maintenance Performance Bond for the Initial Term or (b) $10,000,000 (escalated in accordance with the methodology set forth in Section 7.4.8) as cash collateral to secure the performance of DB Contractor under the COMA Documents as a result of DB Contractor’s failure to satisfy the O&M Security obligations to which DB Contractor agreed upon in executing the COMA. There is no draw for failure to provide replacement O&M Security on or after the end of the Third Maintenance Term. 7.4.8 The dollar amounts described in Section 7.4.7 shall be escalated, commencing on the Effective Date to the date that is 60 days prior to the date the initial bond or each replacement bond, as applicable, is issued, based on changes in the ENR CCI CCI. DB Contractor agrees and acknowledges that such cash collateral is necessary to secure the performance of DB Contractor under the COMA Documents as a result of DB Contractor's failure to satisfy the O&M Security obligations under this COMA and may be used by TxDOT to compensate TxDOT for the damages incurred in connection therewith, including TxDOT’s costs to procure a substitute DB Contractor and any amounts paid to such substitute DB Contractor in excess of the unpaid balance of the COMA. Any cash collateral not otherwise utilized by TxDOT with respect to DB Contractor’s obligations under the COMA Documents shall be returned to DB Contractor upon the earlier of (i) delivery by DB Contractor of replacement P&P Bonds meeting the requirements of this Section 7.4 or the P&P Letter of Credit and Guaranty (if required) in accordance with Sections 7.2, 7.3 and 7.6 and (ii) the methodology set forth date on which the P&P Bonds would otherwise be released in Sectionaccordance with this Section 7.4.

Maintenance Payment and Performance Bonds. 3.3.3.1 As Maintenance Security, DB Contractor may elect to provide and maintain payment and performance bonds in the amount and pursuant to the requirements set forth in this Section 7.4 3.3.3 and Section 4.1 of the CMA (the “P&P Bonds”). 7.4.1 3.3.3.2 If DB Contractor elects to provide P&P Bonds as Maintenance Security hereunder, DB Contractor shall obtain and provide to TxDOT at the times required herein, and shall maintain at all times, times (a) a performance bond in the form attached as Exhibit 6 (the “Maintenance Performance Bond”), Bond and (b) a payment bond, in the form attached as Exhibit 7 (the “Maintenance Payment Bond”), Bond that shall guarantee the performance of the Maintenance Services and shall also guarantee payment to Persons performing certain work for DB Contractor under this CMACapital Maintenance Contract. 7.4.2 3.3.3.3 The Maintenance Performance Bond and the Maintenance Payment Bond shall each have a term equal to or greater than the then-current Maintenance Term. The initial amount of the Maintenance Performance Bond shall be required for the period of the Initial Maintenance Term and an adjusted amount shall be required for each additional Maintenance Term for which a Maintenance NTP has been issued, based on the greater of the following calculations: (1) 0.75 times the amount determined by calculating the sum of the five escalated annual Maintenance Price payments for each year in the Maintenance Term and (2) 100% of the greatest escalated annual Maintenance Price payment in the applicable Maintenance Term. For the purpose of determining the escalated Maintenance Price payments in the preceding sentence, the annual Maintenance Price payment amounts described in Section 8.1 and set forth in Exhibit 4 to the CMA shall be escalated escalated, to the date that is 60 days prior to the date the Maintenance Security amount is required, using ENR CCI CPI in the same manner applied to the Maintenance Price in Section 8.1.3 and then at an annual rate of 3% for each succeeding year.Section 7.4.3 TxDOT shall provide a release of each Maintenance Performance Bond on the date that is one year after the expiration of the Maintenance Period and upon such date thereafter that all of the following have occurred: (a) DB Contractor is not in default under this CMA, (b) no event has occurred that, with the giving of notice or passage of time, would constitute a default by DB Contractor hereunder or under the CMA Documents; (c) all final Record Documents have been delivered to TxDOT in accordance with Section 3.7, and (d) no outstanding Claims are then pending against DB Contractor hereunder. 7.4.4 3.3.3.4 DB Contractor shall deliver to TxDOT a Maintenance Payment Bond in the same amount and at the same times as is required for the Maintenance Performance Bond pursuant to Section 7.4.2. TxDOT will release each Maintenance Payment Bond upon (a) receipt of (i) evidence satisfactory to TxDOT that all Persons eligible to file a claim against the Maintenance Payment Bond have been fully paid and (ii) unconditional releases of Liens and stop notices from all Subcontractors who filed a preliminary notice of a claim against the Maintenance Payment Bond (or evidence satisfactory to TxDOT that any such Liens and stop notices have been separately bonded around), or (b) expiration of the statutory period for Subcontractors to file a claim against the Maintenance Payment Bond if no claims have been filed.Section 7.4.5 3.3.3.5 Each bond required hereunder shall be issued by a Surety authorized to do business in the State with a rating of at least A minus (A-) or better and Class VIII or better by A.M. Best Company or rated in the top two categories by two nationally recognized rating agencies, or as otherwise approved by TxDOT in its discretion. If any bond provided becomes ineffective, or if the Surety providing a P&P Bond no longer meets the requirements hereof (or if multiple Sureties act as co-Sureties in providing a P&P Bondsureties, none of such co-Sureties no Surety meets the requirements hereof), DB Contractor shall provide a replacement bond in the same form issued by a Surety meeting the foregoing requirements. If the Maintenance Price is increased in connection with a Change Order or Increased Unplanned Capital Maintenance, TxDOT may, in its discretion, require a corresponding proportionate increase in the amount of each bond or alternative security. 7.4.6 3.3.3.6 After issuance by TxDOT of each of Maintenance NTP2 and Maintenance NTP3 pursuant to Section 4.2 2.4 of the CMA and no later than 30 days prior to the earlier of the commencement of the subsequent Maintenance Term, Term or if earlier, 30 days prior to the expiration of the then-then outstanding P&P Bonds, DB Contractor shall deliver (a) replacement P&P Bonds meeting the requirements set forth in this Section 7.43.3.3, (b) evidence of renewal, and, if applicable, an adjustment of the amount, of the then-then outstanding P&P Bonds or (c) a P&P Letter of Credit meeting the requirements set forth in Sections 7.2 3.3.1 and 7.33.3.2, as well as one or more Guarantees (if required) meeting the requirements set forth in Section 4.2 of the CMA. Furthermore, replacement Maintenance Security meeting the requirements of this Section 7 3.3 and shall be delivered to TxDOT no later than 10 ten days after (i) any bond previously provided becomes ineffective or (ii) the Surety (or all co-Sureties) that provided such bond no longer meets the requirements hereof (or if multiple Sureties act as co-Sureties in providing such bond, none of such co-Sureties meets meet(s) the requirements hereof). 7.4.7 3.3.3.7 If DB Contractor fails to timely provide replacement or renewal Maintenance Security meeting the requirements of this Section 7 as and when required under Section 7.4.63.3 for the Second Maintenance Term, TxDOT shall have the right to draw down on the Maintenance Performance Bond an amount that is equal to the lesser of (i) 20% of the amount of the Maintenance Performance Bond for the Initial Term or (ii) $20,000,000 the Maximum Draw-Down Amount (escalated in accordance with the methodology set forth in Section 7.4.83.3.3.8) as cash collateral to secure the performance of DB Contractor under the CMA CMC Documents as a result of DB Contractor’s failure to satisfy the Maintenance Security obligations to which DB Contractor agreed upon in executing the CMACMC. If DB Contractor fails to timely provide replacement or renewal Maintenance Security meeting the requirements of this Section 3.3 for the Third Maintenance Term, TxDOT shall have the right to draw down an amount that is the lesser of (a) 10% of the amount of the Maintenance Performance Bond for the Second Term or (b) 50% of the Maximum Draw-Down Amount (escalated in accordance with the methodology set forth in Section 3.3.3.8) as cash collateral to secure the performance of DB Contractor under the CMC Documents as a result of DB Contractor’s failure to satisfy the Maintenance Security obligations to which DB Contractor agreed upon in executing the CMC. 7.4.8 3.3.3.8 The dollar amounts described in Section 7.4.7 3.3.3.7 shall be escalated, commencing on the Effective Date to the date that is 60 days prior to the date the initial bond or each replacement bond, as applicable, is issued, based on changes in the ENR CCI CPI in accordance with the methodology set forth in SectionSection 8.1.3. DB Contractor agrees and acknowledges that such cash collateral is necessary to secure the performance of DB Contractor under the CMC Documents as a result of DB Contractor’s failure to satisfy the Maintenance Security obligations under this CMC and may be used by TxDOT to compensate TxDOT for the damages incurred in connection therewith, including TxDOT’s costs to procure a substitute DB Contractor and any amounts paid to such substitute DB Contractor in excess of the unpaid balance of the CMC. Any cash collateral not otherwise utilized by TxDOT with respect to DB Contractor’s obligations under the CMC Documents shall be returned to DB Contractor upon the earlier of (i) delivery by DB Contractor of replacement P&P Bonds meeting the requirements of this Section 3.3.3 or the P&P Letter of Credit and Guaranty (if required) in accordance with Sections 3.3.1 and 3.3.2 hereof and Section 4.2 of the CMA and (ii) one year after the end of the Maintenance Period. 3.3.3.9 DB Contractor shall procure the Maintenance Payment Bond and Maintenance Performance Bond directly.

Maintenance Payment and Performance Bonds. As 7.1.1 On or before 60 Days after issuance by TxDOT of Maintenance SecurityNTP1, DB Contractor may elect to provide and maintain payment and performance bonds in the amount and pursuant to the requirements set forth in this Section 7.4 (the “P&P Bonds”). 7.4.1 If DB Contractor elects to provide P&P Bonds as Maintenance Security hereunder, DB Contractor shall obtain and provide to TxDOT at the times required hereinTxDOT, and shall maintain at all times, (a) a performance bond Maintenance Performance Bond and a Maintenance Payment Bond, in the form forms attached as Exhibit 6 (the “Maintenance Performance Bond”), and (b) a payment bond, in the form attached as Exhibit 7 (the “Maintenance Payment Bond”), respectively that shall guarantee the performance of the Maintenance Services and shall also guarantee payment to Persons performing certain work for DB Maintenance Contractor under this CMAComprehensive Maintenance Agreement. 7.4.2 The Maintenance Performance Bond and the Maintenance Payment Bond shall each have a term equal to or greater than the then-current Maintenance Term. The initial amount of the Maintenance Performance Bond shall be required for the period of the Initial Maintenance Term and an adjusted amount required for each additional Maintenance Term for which a Maintenance NTP has been issued, based on the greater of the following calculations: (1) 0.75 times the amount determined by calculating the sum of the five escalated annual Maintenance Price payments for each year in the Maintenance Term and (2) 100% of the greatest escalated annual Maintenance Price payment in the applicable Maintenance Term. For the purpose of determining the escalated Maintenance Price payments in the preceding sentence, the annual Maintenance Price payment amounts described in Section 8.1 and set forth in Exhibit 4 shall be escalated to the date that is 60 days prior to the date the Maintenance Security amount is required, using ENR CCI in the same manner applied to the Maintenance Price in Section 8.1.3 and then at an annual rate of 3% for each succeeding year. 7.4.3 TxDOT shall provide a release of each Maintenance Performance Bond on the date that is one year after the expiration of the Maintenance Period and upon such date thereafter that all of the following have occurred: (a) DB Contractor is not in default under this CMA, (b) no event has occurred that, with the giving of notice or passage of time, would constitute a default by DB Contractor hereunder or under the CMA Documents; (c) all final Record Documents have been delivered to TxDOT in accordance with Section 3.7, and (d) no outstanding Claims are then pending against DB Contractor hereunder. 7.4.4 DB Contractor shall deliver to TxDOT a Maintenance Payment Bond in the same amount and at the same times as is required for the Maintenance Performance Bond pursuant to Section 7.4.2. TxDOT will release each Maintenance Payment Bond upon (a) receipt of (i) evidence satisfactory to TxDOT that all Persons eligible to file a claim against the Maintenance Payment Bond have been fully paid and (ii) unconditional releases of Liens and stop notices from all Subcontractors who filed a preliminary notice of a claim against the Maintenance Payment Bond (or evidence satisfactory to TxDOT that any such Liens and stop notices have been separately bonded around), or (b) expiration of the statutory period for Subcontractors to file a claim against the Maintenance Payment Bond if no claims have been filed. 7.4.5 7.1.2 Each bond required hereunder shall be issued by a Surety authorized to do business in the State with a rating of at least A minus (A-) or better and Class VIII or better by A.M. Best Company or rated in the top two categories by two nationally recognized rating agencies, or as otherwise approved by TxDOT in its sole discretion. If any bond previously provided becomes ineffective, or if the Surety providing a P&P Bond that provided the bond no longer meets the requirements hereof (or if multiple Sureties act as co-Sureties in providing a P&P Bondhereof, none of such co-Sureties meets the requirements hereof), DB Maintenance Contractor shall provide a replacement bond in the same form issued by a Surety surety meeting the foregoing requirements, or other assurance satisfactory to TxDOT, in its sole discretion. If the Maintenance Price is increased in connection with a Change Order Order, TxDOT may, in its sole discretion, require a corresponding proportionate increase in the amount of each bond or Increased Capital Maintenancealternative security. 7.1.3 The Maintenance Performance Bond and the Maintenance Payment Bond shall each have a term equal or greater to the then-current Maintenance Term. During each such period, the amount of each bond shall be equal to 75% of the aggregate sum of the remaining annual Maintenance Price for all years of the applicable Maintenance Term, using the then-current annual Maintenance Price as the annual Maintenance Price for each year remaining in the Maintenance Term; provided however, the amount of each bond shall not be less than 100% of the then current annual Maintenance Price. If the Maintenance Price is increased in connection with a Change Order, TxDOT may, in its discretion, require a corresponding proportionate increase in the amount of each bond or alternative securitybond. Separate Maintenance Performance Bonds and Maintenance Payment Bonds shall be provided by Maintenance Contractor in the amount of any outstanding Unplanned Capital Maintenance as determined under Section 3.5.2. 7.4.6 After 7.1.4 On or before 60 Days after issuance by TxDOT of each of Maintenance NTP2 and Maintenance NTP3 NTP3, pursuant to Section Sections 4.2 and no later than 30 days prior to the commencement of the subsequent 4.3 respectively, Maintenance Term, or if earlier, 30 days prior to the expiration of the then-outstanding P&P Bonds, DB Contractor shall deliver either (a) replacement P&P Bonds meeting provide a Maintenance Performance Bond and a Maintenance Payment Bond in connection with the requirements set forth in this Section 7.4, Second Maintenance Term (or a Third Maintenance Term following a Second Maintenance Term) or (b) provide evidence of renewal, and, if applicable, an adjustment of adjusting the amount, of the then-outstanding P&P Bonds or (c) a P&P Letter of Credit meeting the requirements set forth in Sections 7.2 and 7.3. Furthermore, replacement Maintenance Security meeting the requirements of this Section 7 shall be delivered to TxDOT no later than 10 days after (i) any bond previously provided becomes ineffective or (ii) the Surety that provided such bond no longer meets the requirements hereof (or if multiple Sureties act as co-Sureties in providing such bond, none of such co-Sureties meets the requirements hereof)existing bonds. 7.4.7 If DB Contractor fails to timely provide replacement or renewal Maintenance Security meeting the requirements of this Section 7 as and when required under Section 7.4.6, 7.1.5 TxDOT shall have the right to draw down on will release the Maintenance Performance Bond an amount upon expiration of the Warranty Period, provided that no outstanding claims are then pending against Maintenance Contractor hereunder. 7.1.6 If a Maintenance Payment Bond is equal not renewed as provided in Section 7.1.4, then TxDOT will release the Maintenance Payment Bond after the end of the applicable Maintenance Term upon the latest to the lesser occur of: (a) receipt of (i) 20% of the amount of evidence satisfactory to TxDOT that all Persons eligible to file a claim against the Maintenance Performance Payment Bond or have been fully paid and (ii) $20,000,000 (escalated in accordance with the methodology set forth in Section 7.4.8) as cash collateral to secure the performance unconditional releases of DB Contractor under the CMA Documents as Liens and stop notices from all Subcontractors who filed preliminary notice of a result of DB Contractor’s failure to satisfy claim against the Maintenance Security obligations Payment Bond, or (b) expiration of the statutory period for Subcontractors to which DB Contractor agreed upon in executing file a claim against the CMAMaintenance Payment Bond if no claims have been filed. 7.4.8 The dollar amounts described 7.1.7 Performance by a Surety or a Guarantor of any of the obligations of Maintenance Contractor shall not relieve Maintenance Contractor of any of its obligations hereunder. 7.1.8 In the event any of the bonds required herein become commercially unavailable, Maintenance Contractor may substitute a letter of credit or other form of security for the Maintenance Services acceptable to TxDOT, in Section 7.4.7 shall be escalated, commencing on the Effective Date to the date that is 60 days prior to the date the initial bond or each replacement bond, as applicable, is issued, based on changes in the ENR CCI in accordance with the methodology set forth in Sectionits sole discretion.

Maintenance Payment and Performance Bonds. As 7.4.1 On or before 60 Days after issuance by TxDOT of Maintenance SecurityNTP, DB Contractor may elect to provide and maintain payment and performance bonds in the amount and pursuant to the requirements set forth in this Section 7.4 (the “P&P Bonds”). 7.4.1 If DB Contractor elects to provide P&P Bonds as Maintenance Security hereunder, DB Contractor shall obtain and provide to TxDOT at the times required hereinTxDOT, and shall maintain at all times, (a) a Maintenance Performance Bond and a Maintenance Payment Bond, in the forms attached as Exhibit 6 and Exhibit 7 respectively that shall guarantee the performance of the Maintenance Services and shall also guarantee payment to Persons performing certain work for Maintenance Contractor under this Comprehensive Maintenance Agreement. 7.4.2 Maintenance Contractor shall deliver by the time set forth in Section 7.4.1 and shall maintain in place a performance bond in the form attached hereto as Exhibit 6 (the “Maintenance Performance Bond”), and (b) a payment bond, in compliance with the form attached as Exhibit 7 (provisions set forth herein until the “Maintenance Payment Bond”), date that shall guarantee is one year after the performance of the Maintenance Services and payment to Persons performing certain work for DB Contractor under this CMA. 7.4.2 The Maintenance Performance Bond and the Maintenance Payment Bond shall each have a term equal to or greater than the then-current Maintenance Term. The initial amount of the Maintenance Performance Bond shall be required for the period as of the Initial Maintenance Term Substantial Completion Deadline and an adjusted amount required for as of each additional Maintenance Term for which a Maintenance NTP has been issued, five-year anniversary of the Substantial Completion Deadline based on the greater higher of the following calculations: (1) 0.75 times the highest amount as determined by calculating the sum of the five consecutive years of escalated annual Maintenance Price payments for each year in the Maintenance Term five-year period (as illustrated in the table below) and (2) 100% of the greatest highest escalated annual Maintenance Price payment in the applicable Maintenance Termfive-year period. For the purpose of determining the escalated Maintenance Price payments in the preceding sentence, the annual Maintenance Price payment amounts described in Section 8.1 and set forth in Exhibit 4 shall be escalated escalated, to the date that is 60 sixty days prior to the date the Maintenance O&M Security amount is required, using ENR CPI or CCI in the same manner applied to the Maintenance Price in Section 8.1.3 and then at an annual rate of 3% for each succeeding year.. Initial Security as of Substantial Completion First 5-Year Anniversary Second 5-Year Anniversary Third 5-Year Anniversary Fourth 5-Year Anniversary Fifth5-Year Anniversary Date for Setting Security Amount: 0.75 x the Maximum of Sum of Years: 7.4.3 TxDOT shall provide a release of each the Maintenance Performance Bond on the date that is one year after the expiration end of the Maintenance Period Term and upon such date thereafter that all of the following have occurred: (a) DB Maintenance Contractor is not in default under this CMA, (b) no event has occurred that, with the giving of notice or passage of time, would constitute a default by DB Contractor hereunder or under the CMA Documents; (c) all final Record Documents have been delivered to TxDOT in accordance with Section 3.7, and (d) no outstanding Claims are then pending against DB Contractor hereunder. 7.4.4 DB Contractor shall deliver to TxDOT a Maintenance Payment Bond in the same amount and at the same times as is required for the Maintenance Performance Bond pursuant to Section 7.4.2. TxDOT will release each Maintenance Payment Bond upon (a) receipt of (i) evidence satisfactory to TxDOT that all Persons eligible to file a claim against the Maintenance Payment Bond have been fully paid and (ii) unconditional releases of Liens and stop notices from all Subcontractors who filed a preliminary notice of a claim against the Maintenance Payment Bond (or evidence satisfactory to TxDOT that any such Liens and stop notices have been separately bonded around), or (b) expiration of the statutory period for Subcontractors to file a claim against the Maintenance Payment Bond if no claims have been filed. 7.4.5 Each bond required hereunder shall be issued by a Surety authorized to do business in the State with a rating of at least A minus (A-) or better and Class VIII or better by A.M. Best Company or rated in the top two categories by two nationally recognized rating agencies, or as otherwise approved by TxDOT in its discretion. If any bond provided becomes ineffective, or if the Surety providing a P&P Bond no longer meets the requirements hereof (or if multiple Sureties act as co-Sureties in providing a P&P Bond, none of such co-Sureties meets the requirements hereof), DB Contractor shall provide a replacement bond in the same form issued by a Surety meeting the foregoing requirements. If the Maintenance Price is increased in connection with a Change Order or Increased Capital Maintenance, TxDOT may, in its discretion, require a corresponding proportionate increase in the amount of each bond or alternative security. 7.4.6 After issuance by TxDOT of each of Maintenance NTP2 and Maintenance NTP3 pursuant to Section 4.2 and no later than 30 days prior to the commencement of the subsequent Maintenance Term, or if earlier, 30 days prior to the expiration of the then-outstanding P&P Bonds, DB Contractor shall deliver (a) replacement P&P Bonds meeting the requirements set forth in this Section 7.4, (b) evidence of renewal, and, if applicable, an adjustment of the amount, of the then-outstanding P&P Bonds or (c) a P&P Letter of Credit meeting the requirements set forth in Sections 7.2 and 7.3. Furthermore, replacement Maintenance Security meeting the requirements of this Section 7 shall be delivered to TxDOT no later than 10 days after (i) any bond previously provided becomes ineffective or (ii) the Surety that provided such bond no longer meets the requirements hereof (or if multiple Sureties act as co-Sureties in providing such bond, none of such co-Sureties meets the requirements hereof). 7.4.7 If DB Contractor fails to timely provide replacement or renewal Maintenance Security meeting the requirements of this Section 7 as and when required under Section 7.4.6, TxDOT shall have the right to draw down on the Maintenance Performance Bond an amount that is equal to the lesser of (i) 20% of the amount of the Maintenance Performance Bond or (ii) $20,000,000 (escalated in accordance with the methodology set forth in Section 7.4.8) as cash collateral to secure the performance of DB Contractor under the CMA Documents as a result of DB Contractor’s failure to satisfy the Maintenance Security obligations to which DB Contractor agreed upon in executing the CMA. 7.4.8 The dollar amounts described in Section 7.4.7 shall be escalated, commencing on the Effective Date to the date that is 60 days prior to the date the initial bond or each replacement bond, as applicable, is issued, based on changes in the ENR CCI in accordance with the methodology set forth in SectionAgreement,

Maintenance Payment and Performance Bonds. As Maintenance O&M Security, DB Contractor may elect to provide and maintain payment and performance bonds in the amount and pursuant to the requirements set forth in this Section 7.4 (the “P&P Bonds”). 7.4.1 If DB Contractor elects to provide P&P Bonds as On or before 60 Days after issuance by TxDOT of Maintenance Security hereunderNTP1, DB Contractor shall obtain and provide to TxDOT at the times required hereinTxDOT, and shall maintain at all times, (a) a performance bond in the form attached as Exhibit 6 (the “Maintenance Performance Bond”)) naming Corporation as obligee, as well as a dual obligee rider naming TxDOT as additional obligee in the form attached as Exhibit 6-1, and (b) a payment bond, in the form attached as Exhibit 7 (the “Maintenance Payment Bond”), ) that shall guarantee the performance of the Maintenance Services and shall also guarantee payment to Persons performing certain work for DB Contractor under this CMAComprehensive Maintenance Agreement, naming Corporation as obligee, as well as a dual obligee rider naming TxDOT as additional obligee in the form attached as Exhibit 7-1. 7.4.2 The Maintenance Performance Bond and the Maintenance Payment Bond shall each have a term equal to or greater than the then-current Maintenance Term. The initial amount of the Maintenance Performance Bond shall be required for the period of the Initial Maintenance Term and an adjusted amount required for each additional Maintenance Term for which a Maintenance an NTP has been issued, based on the greater of the following calculations: (1) 0.75 times the amount determined by calculating the sum of the five escalated annual Maintenance Price payments for each year in the Maintenance Term and (2) 100% of the greatest escalated annual Maintenance Price payment in the applicable Maintenance Term. For the purpose of determining the escalated Maintenance Price payments in the preceding sentence, the annual Maintenance Price payment amounts described in Section 8.1 and set forth in Exhibit 4 shall be escalated escalated, to the date that is 60 days prior to the date the Maintenance O&M Security amount is required, using ENR CPI or CCI in the same manner applied to the Maintenance Price in Section 8.1.3 and then at an annual rate of 3% for each succeeding year. 7.4.3 TxDOT shall provide a release of each Maintenance Performance Bond on the date that is one year after the expiration of the Maintenance Period Performance Bond and upon such date thereafter that all of the following have occurred: (a) DB Contractor is not in default under this CMAComprehensive Maintenance Agreement, (b) no event has occurred that, that with the giving of notice or passage of time, time would constitute a default by DB Contractor hereunder or under the CMA COMA Documents; and (c) all final Record Documents have been delivered to TxDOT in accordance with Section 3.7, and (d) no outstanding Claims are then pending against DB Contractor hereunder. 7.4.4 DB Contractor shall deliver to TxDOT a Maintenance Payment Bond in the same amount and at the same times as is required for the Maintenance Performance Bond pursuant to Section 7.4.2. TxDOT will release each Maintenance Payment Bond upon upon: (a) receipt of (i) evidence satisfactory to TxDOT that all Persons eligible to file a claim against the Maintenance Payment Bond have been fully paid and (ii) unconditional releases of Liens and stop notices from all Subcontractors who filed a preliminary notice of a claim against the Maintenance Payment Bond (or evidence satisfactory to TxDOT that any such Liens and stop notices have been separately bonded around), or (b) expiration of the statutory period for Subcontractors to file a claim against the Maintenance Payment Bond if no claims have been filed. 7.4.5 Each bond required hereunder shall be issued by a Surety authorized to do business in the State with a rating of at least A minus (A-) or better and Class VIII or better by A.M. Best Company or rated in the top two categories by two nationally recognized rating agencies, or as otherwise approved by TxDOT in its discretion. If any bond provided becomes ineffective, or if the Surety providing a P&P Bond no longer meets the requirements hereof (or if multiple Sureties act as co-Sureties in providing a P&P Bondsureties, none of such co-Sureties no Surety meets the requirements hereof), DB Contractor shall provide a replacement bond in the same form issued by a Surety meeting the foregoing requirements. If the Maintenance Price is increased in connection with a Change Order or Increased Capital MaintenanceOrder, TxDOT may, in its discretion, require a corresponding proportionate increase in the amount of each bond or alternative security. 7.4.6 After issuance by TxDOT of each of Maintenance NTP2 NTP2, Maintenance NTP3, Maintenance NTP4 and Maintenance NTP3 NTP5 pursuant to Section 4.2 and no later than 30 days prior to the commencement of the subsequent Maintenance Term, or if earlier, 30 days prior to the expiration of the then-then outstanding P&P Bondsbonds, DB Contractor shall deliver (a) replacement P&P Bonds meeting the requirements set forth in this Section 7.4, (b) evidence of renewal, and, if applicable, an adjustment of the amount, of the then-then outstanding P&P Bonds bonds or (c) a P&P Letter of Credit meeting the requirements set forth in Section 7.3, as well as one or more Guarantees (if required) meeting the requirements set forth in Sections 7.2 7.4 and 7.3. Furthermore7.6.Furthermore, replacement Maintenance O&M Security meeting the requirements of this Section 7 shall be delivered to TxDOT no later than 10 ten days after (i) any bond previously provided becomes ineffective or (ii) the Surety (or all co-Sureties) that provided such bond no longer meets the requirements hereof (or if multiple Sureties act as co-Sureties in providing such bond, none of such co-Sureties meets meet(s) the requirements hereof). 7.4.7 If DB Contractor fails to timely provide replacement or renewal Maintenance O&M Security meeting the requirements of this Section 7 as and when required under Section 7.4.6for the Second Maintenance Term, TxDOT shall have the right to draw down on the Maintenance Performance Bond an amount that is equal to the lesser of (i) 20% twenty percent of the amount of the Maintenance Performance Bond for the Initial Term or (ii) $20,000,000 (escalated in accordance with the methodology set forth in Section 7.4.8) as cash collateral to secure the performance of DB Contractor under the CMA COMA Documents as a result of DB Contractor’s failure to satisfy the Maintenance O&M Security obligations to which DB Contractor agreed upon in executing the CMA.COMA. If DB Contractor fails to timely provide replacement or renewal O&M Security meeting the requirements of this Section 7 for the Third Maintenance Term, TxDOT shall have the right to draw down an amount that is the lesser of (a) ten percent of the amount of the Maintenance 7.4.8 The dollar amounts described in Section 7.4.7 shall be escalated, commencing on the Effective Date to the date that is 60 days prior to the date the initial bond or each replacement bond, as applicable, is issued, based on changes in the ENR CCI CCI. DB Contractor agrees and acknowledges that such cash collateral is necessary to secure the performance of DB Contractor under the COMA Documents as a result of DB Contractor's failure to satisfy the O&M Security obligations under this COMA and may be used by TxDOT to compensate TxDOT for the damages incurred in connection therewith, including TxDOT’s costs to procure a substitute DB Contractor and any amounts paid to such substitute DB Contractor in excess of the unpaid balance of the COMA. Any cash collateral not otherwise utilized by TxDOT with respect to DB Contractor’s obligations under the COMA Documents shall be returned to DB Contractor upon the earlier of (i) delivery by DB Contractor of replacement P&P Bonds meeting the requirements of this Section 7.4 or the P&P Letter of Credit and Guaranty (if required) in accordance with Sections 7.2, 7.3 and 7.6 and (ii) one year after the methodology end of the Maintenance Period. 7.4.9 DB Contractor may elect to (a) procure the Maintenance Payment Bond and Maintenance Performance Bond directly, so that they are security for DB Contractor’s payment obligations to Subcontractors and laborers performing the Maintenance Services and DB Contractor’s performance obligations under the Contract Documents respecting the Maintenance Services, or (b) provided the Lead Maintenance Contractor is responsible for the performance of all of the DB Contractor’s performance obligations under the Contract Documents respecting the Maintenance Services, deliver Maintenance Payment Bonds and Maintenance Performance Bonds from the Lead Maintenance Contractor so that each such Maintenance Payment Bond and Maintenance Performance Bond is security for payment to subcontractors and laborers and performance of the Lead Maintenance Contractor's obligations under the Lead Maintenance Contractor’s Subcontract. If DB Contractor makes the election under clause (b) above, then (x) a multiple obligee rider in which Corporation and TxDOT are named as additional obligees in a form acceptable to TxDOT under which all rights of DB Contractor are subordinated to Corporation and TxDOT also must be provided, (y) the language of the bond forms set forth in SectionExhibits 6 and 7 shall be adjusted to reflect this election, but only as necessary to identify the Lead Maintenance Contractor’s Subcontract as the bonded contract, to identify Lead Maintenance Firm as the principal and to include the DB Contractor as the obligee and (z) such bonds shall otherwise conform to the requirements set forth in this Section 7.4.

Maintenance Payment and Performance Bonds. As 7.4.1 On or before 60 Days after issuance by TxDOT of Maintenance Security, DB Contractor may elect to provide and maintain payment and performance bonds in the amount and pursuant to the requirements set forth in this Section 7.4 (the “P&P Bonds”). 7.4.1 If DB Contractor elects to provide P&P Bonds as Maintenance Security hereunderNTP1, DB Contractor shall obtain and provide to TxDOT at the times required hereinTxDOT, and shall maintain at all times, (a) a performance bond Maintenance Performance Bond and a Maintenance Payment Bond, in the form forms attached as Exhibit 6 (the “Maintenance Performance Bond”), and (b) a payment bond, in the form attached as Exhibit 7 (the “Maintenance Payment Bond”), respectively that shall guarantee the performance of the Maintenance Services and shall also guarantee payment to Persons performing certain work for DB Contractor under this CMAComprehensive Maintenance Agreement. 7.4.2 The DB Contractor shall deliver by the time set forth in Section 7.4.1 and shall maintain in place a performance bond in the form attached hereto as Exhibit 6 (the “Maintenance Performance Bond and Bond”) in compliance with the provisions set forth herein until the date that is one year after the Maintenance Payment Bond shall each have a term equal to or greater than the then-current Maintenance TermPeriod. The initial amount of the Maintenance Performance Bond shall be required for the period as of the Initial Maintenance Term Substantial Completion Deadline and an adjusted amount required for as of each additional Maintenance Term for which a Maintenance NTP has been issued, five-year anniversary of the Substantial Completion Deadline based on the greater higher of the following calculations: (1) 0.75 times the highest amount as determined by calculating the sum of the five consecutive years of escalated annual Maintenance Price payments for each year in the Maintenance Term five-year period (as illustrated in the table below) and (2) 100% of the greatest highest escalated annual Maintenance Price payment in the applicable Maintenance Termfive-year period. For the purpose of determining the escalated Maintenance Price payments in the preceding sentence, the annual Maintenance Price payment amounts described in Section 8.1 and set forth in Exhibit 4 shall be escalated escalated, to the date that is 60 sixty days prior to the date the Maintenance O&M Security amount is required, using ENR CPI or CCI in the same manner applied to the Maintenance Price in Section 8.1.3 and then at an annual rate of 3% for each succeeding year.. Initial Security as of Substantial Completion First 5-Year Anniversary Second 5-Year Anniversary Third 5-Year Anniversary Fourth 5-Year Anniversary Fifth5-Year Anniversary 1 thru 5 2 thru 6 6 thru 10 7 thru 11 11 thru 15 12 thru 16 16 thru 20 17 thru 21 21 thru 25 21 thru 25 3 thru 7 8 thru 12 13 thru 17 18 thru 22 4 thru 8 9 thru 13 14 thru 18 19 thru 23 5 thru 9 10 thru 14 15 thru 19 20 thru 24 Date for Setting Security Amount: 0.75 x the Maximum of Sum of Years: 7.4.3 TxDOT shall provide a release of each the Maintenance Performance Bond on the date that is one year after the expiration end of the Maintenance Period and upon such date thereafter that all of the following have occurred: (a) DB Contractor is not in default under this CMAAgreement, (b) no event has occurred that, that with the giving of notice or passage of time, time would constitute a default by DB Contractor hereunder or under the CMA COMA Documents; (c) all final Record Documents have been delivered to TxDOT in accordance with Section 3.7, and (d) no outstanding Claims are then pending against DB Contractor hereunder. 7.4.4 DB Contractor shall deliver to TxDOT a Maintenance Payment Bond payment bond in the same amount and at the same times as is required for the Maintenance Performance Bond pursuant to Section 7.4.27.4.2 in the form attached hereto as Exhibit 7 (the “Maintenance Payment Bond” and together with the Maintenance Performance Bond, the “P&P Bonds”). TxDOT will release each the Maintenance Payment Bond upon upon: (a) receipt of (i) evidence satisfactory to TxDOT that all Persons eligible to file a claim against the Maintenance Payment Bond have been fully paid and (ii) unconditional releases of Liens and stop notices from all Subcontractors who filed a preliminary notice of a claim against the Maintenance Payment Bond (or evidence satisfactory to TxDOT that any such Liens and stop notices have been separately bonded around), or (b) expiration of the statutory period for Subcontractors to file a claim against the Maintenance Payment Bond if no claims have been filed. 7.4.5 Each bond required hereunder shall be issued by a Surety authorized to do business in the State with a rating of at least A minus (A-) or better and Class VIII or better by A.M. Best Company or rated in the top two categories by two nationally recognized rating agencies, or as otherwise approved by TxDOT in its discretion. If any bond provided becomes ineffective, or if the Surety providing a P&P Bond no longer meets the requirements hereof (or if multiple Sureties act as co-Sureties in providing a P&P Bond, none of such co-Sureties meets the requirements hereof), DB Contractor shall provide a replacement bond in the same form issued by a Surety meeting the foregoing requirements. If the Maintenance Price is increased in connection with a Change Order or Increased Capital Maintenance, TxDOT may, in its discretion, require a corresponding proportionate increase in the amount of each bond or alternative security. 7.4.6 After issuance by TxDOT of each of Maintenance NTP2 and Maintenance NTP3 pursuant to Section 4.2 and no later than 30 days prior to the commencement of the subsequent Maintenance Term, or if earlier, 30 days prior to the expiration of the then-outstanding P&P Bonds, DB Contractor shall deliver (a) replacement P&P Bonds meeting the requirements set forth in this Section 7.4, (b) evidence of renewal, and, if applicable, an adjustment of the amount, of the then-outstanding P&P Bonds or (c) a P&P Letter of Credit meeting the requirements set forth in Sections 7.2 and 7.3. Furthermore, replacement Maintenance Security meeting the requirements of this Section 7 shall be delivered to TxDOT no later than 10 days after (i) any bond previously provided becomes ineffective or (ii) the Surety that provided such bond no longer meets the requirements hereof (or if multiple Sureties act as co-Sureties in providing such bond, none of such co-Sureties meets the requirements hereof). 7.4.7 If DB Contractor fails to timely provide replacement or renewal Maintenance Security meeting the requirements of this Section 7 as and when required under Section 7.4.6, TxDOT shall have the right to draw down on the Maintenance Performance Bond an amount that is equal to the lesser of (i) 20% of the amount of the Maintenance Performance Bond or (ii) $20,000,000 (escalated in accordance with the methodology set forth in Section 7.4.8) as cash collateral to secure the performance of DB Contractor under the CMA Documents as a result of DB Contractor’s failure to satisfy the Maintenance Security obligations to which DB Contractor agreed upon in executing the CMA. 7.4.8 The dollar amounts described in Section 7.4.7 shall be escalated, commencing on the Effective Date to the date that is 60 days prior to the date the initial bond or each replacement bond, as applicable, is issued, based on changes in the ENR CCI in accordance with the methodology set forth in Section

Maintenance Payment and Performance Bonds. As 7.4.1 On or before 60 Days after issuance by TxDOT of Maintenance Security, DB Contractor may elect to provide and maintain payment and performance bonds in the amount and pursuant to the requirements set forth in this Section 7.4 (the “P&P Bonds”). 7.4.1 If DB Contractor elects to provide P&P Bonds as Maintenance Security hereunderNTP1, DB Contractor shall obtain and provide to TxDOT at the times required hereinTxDOT, and shall maintain at all times, (a) a performance bond Maintenance Performance Bond and a Maintenance Payment Bond, in the form forms attached as Exhibit 6 (the “Maintenance Performance Bond”), and (b) a payment bond, in the form attached as Exhibit 7 (the “Maintenance Payment Bond”), respectively that shall guarantee the performance of the Maintenance Services and shall also guarantee payment to Persons performing certain work for DB Contractor under this CMAComprehensive Maintenance Agreement. 7.4.2 The DB Contractor shall deliver by the time set forth in Section 7.4.1 and shall maintain in place a performance bond in the form attached hereto as Exhibit 6 (the “Maintenance Performance Bond and Bond”) in compliance with the provisions set forth herein until the date that is one year after the Maintenance Payment Bond shall each have a term equal to or greater than the then-current Maintenance TermPeriod. The initial amount of the Maintenance Performance Bond shall be required for the period as of the Initial Maintenance Term Substantial Completion Deadline and an adjusted amount required for as of each additional Maintenance Term for which a Maintenance NTP has been issued, five-year anniversary of the Substantial Completion Deadline based on the greater higher of the following calculations: (1) 0.75 times the highest amount as determined by calculating the sum of the five consecutive years of escalated annual Maintenance Price payments for each year in the Maintenance Term five-year period (as illustrated in the table below) and (2) 100% of the greatest highest escalated annual Maintenance Price payment in the applicable Maintenance Termfive-year period. For the purpose of determining the escalated Maintenance Price payments in the preceding sentence, the annual Maintenance Price payment amounts described in Section 8.1 and set forth in Exhibit 4 shall be escalated escalated, to the date that is 60 sixty days prior to the date the Maintenance O&M Security amount is required, using ENR CPI or CCI in the same manner applied to the Maintenance Price in Section 8.1.3 and then at an annual rate of 3% for each succeeding year.. Initial Security as of Substantial Completion First 5-Year Anniversary Second 5-Year Anniversary Third 5-Year Anniversary Fourth 5-Year Anniversary Fifth5-Year Anniversary Date for Setting Security Amount: 0.75 x the Maximum of Sum of Years: 7.4.3 TxDOT shall provide a release of each the Maintenance Performance Bond on the date that is one year after the expiration end of the Maintenance Period and upon such date thereafter that all of the following have occurred: (a) DB Contractor is not in default under this CMAAgreement, (b) no event has occurred that, that with the giving of notice or passage of time, time would constitute a default by DB Contractor hereunder or under the CMA COMA Documents; (c) all final Record Documents have been delivered to TxDOT in accordance with Section 3.7, and (d) no outstanding Claims are then pending against DB Contractor hereunder. 7.4.4 DB Contractor shall deliver to TxDOT a Maintenance Payment Bond payment bond in the same amount and at the same times as is required for the Maintenance Performance Bond pursuant to Section 7.4.27.4.2 in the form attached hereto as Exhibit 7 (the “Maintenance Payment Bond” and together with the Maintenance Performance Bond, the “P&P Bonds”). TxDOT will release each the Maintenance Payment Bond upon upon: (a) receipt of (i) evidence satisfactory to TxDOT that all Persons eligible to file a claim against the Maintenance Payment Bond have been fully paid and (ii) unconditional releases of Liens and stop notices from all Subcontractors who filed a preliminary notice of a claim against the Maintenance Payment Bond (or evidence satisfactory to TxDOT that any such Liens and stop notices have been separately bonded around), or (b) expiration of the statutory period for Subcontractors to file a claim against the Maintenance Payment Bond if no claims have been filed. 7.4.5 Each bond required hereunder shall be issued by a Surety authorized to do business in the State with a rating of at least A minus (A-) or better and Class VIII or better by A.M. Best Company or rated in the top two categories by two nationally recognized rating agencies, or as otherwise approved by TxDOT in its discretion. If any bond provided becomes ineffective, or if the Surety providing a P&P Bond no longer meets the requirements hereof (or if multiple Sureties act as co-Sureties in providing a P&P Bond, none of such co-Sureties meets the requirements hereof), DB Contractor shall provide a replacement bond in the same form issued by a Surety meeting the foregoing requirements. If the Maintenance Price is increased in connection with a Change Order or Increased Capital Maintenance, TxDOT may, in its discretion, require a corresponding proportionate increase in the amount of each bond or alternative security. 7.4.6 After issuance by TxDOT of each of Maintenance NTP2 and Maintenance NTP3 pursuant to Section 4.2 and no later than 30 days prior to the commencement of the subsequent Maintenance Term, or if earlier, 30 days prior to the expiration of the then-outstanding P&P Bonds, DB Contractor shall deliver (a) replacement P&P Bonds meeting the requirements set forth in this Section 7.4, (b) evidence of renewal, and, if applicable, an adjustment of the amount, of the then-outstanding P&P Bonds or (c) a P&P Letter of Credit meeting the requirements set forth in Sections 7.2 and 7.3. Furthermore, replacement Maintenance Security meeting the requirements of this Section 7 shall be delivered to TxDOT no later than 10 days after (i) any bond previously provided becomes ineffective or (ii) the Surety that provided such bond no longer meets the requirements hereof (or if multiple Sureties act as co-Sureties in providing such bond, none of such co-Sureties meets the requirements hereof). 7.4.7 If DB Contractor fails to timely provide replacement or renewal Maintenance Security meeting the requirements of this Section 7 as and when required under Section 7.4.6, TxDOT shall have the right to draw down on the Maintenance Performance Bond an amount that is equal to the lesser of (i) 20% of the amount of the Maintenance Performance Bond or (ii) $20,000,000 (escalated in accordance with the methodology set forth in Section 7.4.8) as cash collateral to secure the performance of DB Contractor under the CMA Documents as a result of DB Contractor’s failure to satisfy the Maintenance Security obligations to which DB Contractor agreed upon in executing the CMA. 7.4.8 The dollar amounts described in Section 7.4.7 shall be escalated, commencing on the Effective Date to the date that is 60 days prior to the date the initial bond or each replacement bond, as applicable, is issued, based on changes in the ENR CCI in accordance with the methodology set forth in Section

Maintenance Payment and Performance Bonds. As Maintenance Security, DB Contractor may elect to provide and maintain payment and performance bonds in the amount and pursuant to the requirements set forth in this Section 7.4 (the “P&P Bonds”). 7.4.1 If DB Contractor elects to provide P&P Bonds as Maintenance Security hereunder, DB Contractor shall obtain and provide to TxDOT at the times required herein, and shall maintain at all times, (a) a performance bond in the form attached as Exhibit 6 (the “Maintenance Performance Bond”), and (b) a payment bond, in the form attached as Exhibit 7 (the “Maintenance Payment Bond”), that shall guarantee the performance of the Maintenance Services and payment to Persons performing certain work for DB Contractor under this CMA. 7.4.2 The Maintenance Performance Bond and the Maintenance Payment Bond shall each have a term equal to or greater than the then-current Maintenance Term. The initial amount of the Maintenance Performance Bond shall be required for the period of the Initial Maintenance Term and an adjusted amount required for each additional Maintenance Term for which a Maintenance NTP has been issued, based on the greater of the following calculations: (1) 0.75 times the amount determined by calculating the sum of the five escalated annual Maintenance Price payments for each year in the Maintenance Term and (2) 100% of the greatest escalated annual Maintenance Price payment in the applicable Maintenance Term. For the purpose of determining the escalated Maintenance Price payments in the preceding sentence, the annual Maintenance Price payment amounts described in Section 8.1 and set forth in Exhibit 4 shall be escalated to the date that is 60 days prior to the date the Maintenance Security amount is required, using ENR CCI in the same manner applied to the Maintenance Price in Section 8.1.3 and then at an annual rate of 3% for each succeeding year. 7.4.3 TxDOT shall provide a release of each Maintenance Performance Bond on the date that is one year after the expiration of the Maintenance Period and upon such date thereafter that all of the following have occurred: (a) DB Contractor is not in default under this CMA, (b) no event has occurred that, with the giving of notice or passage of time, would constitute a default by DB Contractor hereunder or under the CMA Documents; (c) all final Record Documents have been delivered to TxDOT in accordance with Section 3.7, and (d) no outstanding Claims are then pending against DB Contractor hereunder. 7.4.4 DB Contractor shall deliver to TxDOT a Maintenance Payment Bond in the same amount and at the same times as is required for the Maintenance Performance Bond pursuant to Section 7.4.2. TxDOT will release each Maintenance Payment Bond upon (a) receipt of (i) evidence satisfactory to TxDOT that all Persons eligible to file a claim against the Maintenance Payment Bond have been fully paid and (ii) unconditional releases of Liens and stop notices from all Subcontractors who filed a preliminary notice of a claim against the Maintenance Payment Bond (or evidence satisfactory to TxDOT that any such Liens and stop notices have been separately bonded around), or (b) expiration of the statutory period for Subcontractors to file a claim against the Maintenance Payment Bond if no claims have been filed. 7.4.5 Each bond required hereunder shall be issued by a Surety authorized to do business in the State with a rating of at least A minus (A-) or better and Class VIII or better by A.M. Best Company or rated in the top two categories by two nationally recognized rating agencies, or as otherwise approved by TxDOT in its discretion. If any bond provided becomes ineffective, or if the Surety providing a P&P Bond no longer meets the requirements hereof (or if multiple Sureties act as co-Sureties in providing a P&P Bond, none of such co-Sureties meets the requirements hereof), DB Contractor shall provide a replacement bond in the same form issued by a Surety meeting the foregoing requirements. If the Maintenance Price is increased in connection with a Change Order or Increased Capital Maintenance, TxDOT may, in its discretion, require a corresponding proportionate increase in the amount of each bond or alternative security. 7.4.6 After issuance by TxDOT of each of Maintenance NTP2 and Maintenance NTP3 pursuant to Section 4.2 and no later than 30 days prior to the commencement of the subsequent Maintenance Term, or if earlier, 30 days prior to the expiration of the then-outstanding P&P Bonds, DB Contractor shall deliver (a) replacement P&P Bonds meeting the requirements set forth in this Section 7.4, (b) evidence of renewal, and, if applicable, an adjustment of the amount, of the then-outstanding P&P Bonds or (c) a P&P Letter of Credit meeting the requirements set forth in Sections 7.2 and 7.3. Furthermore, replacement Maintenance Security meeting the requirements of this Section 7 shall be delivered to TxDOT no later than 10 days after (i) any bond previously provided becomes ineffective or (ii) the Surety that provided such bond no longer meets the requirements hereof (or if multiple Sureties act as co-Sureties in providing such bond, none of such co-Sureties meets the requirements hereof). 7.4.7 If DB Contractor fails to timely provide replacement or renewal Maintenance Security meeting the requirements of this Section 7 as and when required under Section 7.4.6, TxDOT shall have the right to draw down on the Maintenance Performance Bond an amount that is equal to the lesser of (i) 20% of the amount of the Maintenance Performance Bond or (ii) $20,000,000 (escalated in accordance with the methodology set forth in Section 7.4.8) as cash collateral to secure the performance of DB Contractor under the CMA Documents as a result of DB Contractor’s failure to satisfy the Maintenance Security obligations to which DB Contractor agreed upon in executing the CMA. 7.4.8 The dollar amounts described in Section 7.4.7 shall be escalated, commencing on the Effective Date to the date that is 60 days prior to the date the initial bond or each replacement bond, as applicable, is issued, based on changes in the ENR CCI in accordance with the methodology set forth in Sectionin

Maintenance Payment and Performance Bonds. As 7.4.1 On or before 60 Days after issuance by TxDOT of Maintenance Security, DB Contractor may elect to provide and maintain payment and performance bonds in the amount and pursuant to the requirements set forth in this Section 7.4 (the “P&P Bonds”). 7.4.1 If DB Contractor elects to provide P&P Bonds as Maintenance Security hereunderNTP1, DB Contractor shall obtain and provide to TxDOT at the times required hereinTxDOT, and shall maintain at all times, (a) a performance bond Maintenance Performance Bond and a Maintenance Payment Bond, in the form forms attached as Exhibit 6 (the “Maintenance Performance Bond”), and (b) a payment bond, in the form attached as Exhibit 7 (the “Maintenance Payment Bond”), respectively that shall guarantee the performance of the Maintenance Services and shall also guarantee payment to Persons performing certain work for DB Contractor under this CMAComprehensive Maintenance Agreement. 7.4.2 The DB Contractor shall deliver by the time set forth in Section 7.4.1 and shall maintain in place a performance bond in the form attached hereto as Exhibit 6 (the “Maintenance Performance Bond and Bond”) in compliance with the provisions set forth herein until the date that is one year after the Maintenance Payment Bond shall each have a term equal to or greater than the then-current Maintenance TermPeriod. The initial amount of the Maintenance Performance Bond shall be required for the period of the Initial Maintenance Term and an adjusted amount required for each additional Maintenance Term for which a Maintenance an NTP has been issued, issued based on the greater higher of the following calculations: (1) 0.75 times the amount determined by calculating the sum of the five escalated annual Maintenance Price payments for each year in the Maintenance Term and (2) 100% of the greatest highest escalated annual Maintenance Price payment in the applicable Maintenance Term. For the purpose of determining the escalated Maintenance Price payments in the preceding sentence, the annual Maintenance Price payment amounts described in Section 8.1 and set forth in Exhibit 4 shall be escalated escalated, to the date that is 60 days prior to the date the Maintenance O&M Security amount is required, using ENR CPI or CCI in the same manner applied to the Maintenance Price in Section 8.1.3 and then at an annual rate of 3% for each succeeding year. 7.4.3 TxDOT shall provide a release of each the Maintenance Performance Bond on the date that is one year after the expiration end of the Maintenance Period and upon such date thereafter that all of the following have occurred: (a) DB Contractor is not in default under this CMAComprehensive Maintenance Agreement, (b) no event has occurred that, that with the giving of notice or passage of time, time would constitute a default by DB Contractor hereunder or under the CMA COMA Documents; and (c) all final Record Documents have been delivered to TxDOT in accordance with Section 3.7, and (d) no outstanding Claims are then pending against DB Contractor hereunder. 7.4.4 DB Contractor shall deliver to TxDOT a Maintenance Payment Bond payment bond in the same amount and at the same times as is required for the Maintenance Performance Bond pursuant to Section 7.4.27.4.2 in the form attached hereto as Exhibit 7 (the “Maintenance Payment Bond” and together with the Maintenance Performance Bond, the “P&P Bonds”). TxDOT will release each the Maintenance Payment Bond upon upon: (a) receipt of (i) evidence satisfactory to TxDOT that all Persons eligible to file a claim against the Maintenance Payment Bond have been fully paid and (ii) unconditional releases of Liens and stop notices from all Subcontractors who filed a preliminary notice of a claim against the Maintenance Payment Bond (or evidence satisfactory to TxDOT that any such Liens and stop notices have been separately bonded around), or (b) expiration of the statutory period for Subcontractors to file a claim against the Maintenance Payment Bond if no claims have been filed. 7.4.5 Each bond required hereunder shall be issued by a Surety authorized to do business in the State with a rating of at least A minus (A-) or better and Class VIII or better by A.M. Best Company or rated in the top two categories by two nationally recognized rating agencies, or as otherwise approved by TxDOT in its discretion. If any bond provided becomes ineffective, or if the Surety providing a P&P Bond no longer meets the requirements hereof (or if multiple Sureties act as co-Sureties in providing a P&P Bond, none of such co-Sureties meets the requirements hereof), DB Contractor shall provide a replacement bond in the same form issued by a Surety meeting the foregoing requirements. If the Maintenance Price is increased in connection with a Change Order or Increased Capital Maintenance, TxDOT may, in its discretion, require a corresponding proportionate increase in the amount of each bond or alternative security. 7.4.6 After issuance by TxDOT of each of Maintenance NTP2 and Maintenance NTP3 pursuant to Section 4.2 and no later than 30 days prior to the commencement of the subsequent Maintenance Term, or if earlier, 30 days prior to the expiration of the then-outstanding P&P Bonds, DB Contractor shall deliver (a) replacement P&P Bonds meeting the requirements set forth in this Section 7.4, (b) evidence of renewal, and, if applicable, an adjustment of the amount, of the then-outstanding P&P Bonds or (c) a P&P Letter of Credit meeting the requirements set forth in Sections 7.2 and 7.3. Furthermore, replacement Maintenance Security meeting the requirements of this Section 7 shall be delivered to TxDOT no later than 10 days after (i) any bond previously provided becomes ineffective or (ii) the Surety that provided such bond no longer meets the requirements hereof (or if multiple Sureties act as co-Sureties in providing such bond, none of such co-Sureties meets the requirements hereof). 7.4.7 If DB Contractor fails to timely provide replacement or renewal Maintenance Security meeting the requirements of this Section 7 as and when required under Section 7.4.6, TxDOT shall have the right to draw down on the Maintenance Performance Bond an amount that is equal to the lesser of (i) 20% of the amount of the Maintenance Performance Bond or (ii) $20,000,000 (escalated in accordance with the methodology set forth in Section 7.4.8) as cash collateral to secure the performance of DB Contractor under the CMA Documents as a result of DB Contractor’s failure to satisfy the Maintenance Security obligations to which DB Contractor agreed upon in executing the CMA. 7.4.8 The dollar amounts described in Section 7.4.7 shall be escalated, commencing on the Effective Date to the date that is 60 days prior to the date the initial bond or each replacement bond, as applicable, is issued, based on changes in the ENR CCI in accordance with the methodology set forth in Section

Maintenance Payment and Performance Bonds. As 7.4.1 On or before 60 Days after issuance by TxDOT of Maintenance SecurityNTP, DB Contractor may elect to provide and maintain payment and performance bonds in the amount and pursuant to the requirements set forth in this Section 7.4 (the “P&P Bonds”). 7.4.1 If DB Contractor elects to provide P&P Bonds as Maintenance Security hereunder, DB Contractor shall obtain and provide to TxDOT at the times required hereinTxDOT, and shall maintain at all times, (a) a Maintenance Performance Bond and a Maintenance Payment Bond, in the forms attached as Exhibit 6 and Exhibit 7 respectively that shall guarantee the performance of the Maintenance Services and shall also guarantee payment to Persons performing certain work for Maintenance Contractor under this Comprehensive Maintenance Agreement. 7.4.2 Maintenance Contractor shall deliver by the time set forth in Section 7.4.1 and shall maintain in place a performance bond in the form attached hereto as Exhibit 6 (the “Maintenance Performance Bond”), and (b) a payment bond, in compliance with the form attached as Exhibit 7 (provisions set forth herein until the “Maintenance Payment Bond”), date that shall guarantee is one year after the performance of the Maintenance Services and payment to Persons performing certain work for DB Contractor under this CMA. 7.4.2 The Maintenance Performance Bond and the Maintenance Payment Bond shall each have a term equal to or greater than the then-current Maintenance Term. The initial amount of the Maintenance Performance Bond shall be required for the period as of the Initial Maintenance Term Substantial Completion Deadline and an adjusted amount required for as of each additional Maintenance Term for which a Maintenance NTP has been issued, five-year anniversary of the Substantial Completion Deadline based on the greater higher of the following calculations: (1) 0.75 times the highest amount as determined by calculating the sum of the five consecutive years of escalated annual Maintenance Price payments for each year in the Maintenance Term five-year period (as illustrated in the table below) and (2) 100% of the greatest highest escalated annual Maintenance Price payment in the applicable Maintenance Termfive-year period. For the purpose of determining the escalated Maintenance Price payments in the preceding sentence, the annual Maintenance Price payment amounts described in Section 8.1 and set forth in Exhibit 4 shall be escalated escalated, to the date that is 60 sixty days prior to the date the Maintenance O&M Security amount is required, using ENR CPI or CCI in the same manner applied to the Maintenance Price in Section 8.1.3 and then at an annual rate of 3% for each succeeding year.. Date for Setting Security Amount: Initial Security as of Substantial Completion First 5-Year Anniversary Second 5-Year Anniversary Third 5-Year Anniversary Fourth 5-Year Anniversary Fifth5-Year Anniversary 1 thru 5 6 thru 10 11 thru 15 16 thru 20 21 thru 25 21 thru 25 0.75 x the Maximum of Sum of Years: 2 thru 6 7 thru 11 12 thru 16 17 thru 21 3 thru 7 8 thru 12 13 thru 17 18 thru 22 4 thru 8 9 thru 13 14 thru 18 19 thru 23 5 thru 9 10 thru 14 15 thru 19 20 thru 24 7.4.3 TxDOT shall provide a release of each the Maintenance Performance Bond on the date that is one year after the expiration end of the Maintenance Period Term and upon such date thereafter that all of the following have occurred: (a) DB Maintenance Contractor is not in default under this CMA, (b) no event has occurred that, with the giving of notice or passage of time, would constitute a default by DB Contractor hereunder or under the CMA Documents; (c) all final Record Documents have been delivered to TxDOT in accordance with Section 3.7, and (d) no outstanding Claims are then pending against DB Contractor hereunder. 7.4.4 DB Contractor shall deliver to TxDOT a Maintenance Payment Bond in the same amount and at the same times as is required for the Maintenance Performance Bond pursuant to Section 7.4.2. TxDOT will release each Maintenance Payment Bond upon (a) receipt of (i) evidence satisfactory to TxDOT that all Persons eligible to file a claim against the Maintenance Payment Bond have been fully paid and (ii) unconditional releases of Liens and stop notices from all Subcontractors who filed a preliminary notice of a claim against the Maintenance Payment Bond (or evidence satisfactory to TxDOT that any such Liens and stop notices have been separately bonded around), or (b) expiration of the statutory period for Subcontractors to file a claim against the Maintenance Payment Bond if no claims have been filed. 7.4.5 Each bond required hereunder shall be issued by a Surety authorized to do business in the State with a rating of at least A minus (A-) or better and Class VIII or better by A.M. Best Company or rated in the top two categories by two nationally recognized rating agencies, or as otherwise approved by TxDOT in its discretion. If any bond provided becomes ineffective, or if the Surety providing a P&P Bond no longer meets the requirements hereof (or if multiple Sureties act as co-Sureties in providing a P&P Bond, none of such co-Sureties meets the requirements hereof), DB Contractor shall provide a replacement bond in the same form issued by a Surety meeting the foregoing requirements. If the Maintenance Price is increased in connection with a Change Order or Increased Capital Maintenance, TxDOT may, in its discretion, require a corresponding proportionate increase in the amount of each bond or alternative security. 7.4.6 After issuance by TxDOT of each of Maintenance NTP2 and Maintenance NTP3 pursuant to Section 4.2 and no later than 30 days prior to the commencement of the subsequent Maintenance Term, or if earlier, 30 days prior to the expiration of the then-outstanding P&P Bonds, DB Contractor shall deliver (a) replacement P&P Bonds meeting the requirements set forth in this Section 7.4, (b) evidence of renewal, and, if applicable, an adjustment of the amount, of the then-outstanding P&P Bonds or (c) a P&P Letter of Credit meeting the requirements set forth in Sections 7.2 and 7.3. Furthermore, replacement Maintenance Security meeting the requirements of this Section 7 shall be delivered to TxDOT no later than 10 days after (i) any bond previously provided becomes ineffective or (ii) the Surety that provided such bond no longer meets the requirements hereof (or if multiple Sureties act as co-Sureties in providing such bond, none of such co-Sureties meets the requirements hereof). 7.4.7 If DB Contractor fails to timely provide replacement or renewal Maintenance Security meeting the requirements of this Section 7 as and when required under Section 7.4.6, TxDOT shall have the right to draw down on the Maintenance Performance Bond an amount that is equal to the lesser of (i) 20% of the amount of the Maintenance Performance Bond or (ii) $20,000,000 (escalated in accordance with the methodology set forth in Section 7.4.8) as cash collateral to secure the performance of DB Contractor under the CMA Documents as a result of DB Contractor’s failure to satisfy the Maintenance Security obligations to which DB Contractor agreed upon in executing the CMA. 7.4.8 The dollar amounts described in Section 7.4.7 shall be escalated, commencing on the Effective Date to the date that is 60 days prior to the date the initial bond or each replacement bond, as applicable, is issued, based on changes in the ENR CCI in accordance with the methodology set forth in SectionAgreement,