Common use of Project Enhancements by the Department Clause in Contracts

Project Enhancements by the Department. (a) Subject to Section 9.02(e) below, the Department shall have the right from time to time after the Service Commencement Date, at its sole cost and expense to design, develop, construct, operate and maintain Department Project Enhancements. The Department shall have the right to design, develop, construct, operate and maintain Department Project Enhancements through one or more of the following mechanisms, as the Department selects from time to time in its sole discretion: (i) use by the Department of its own personnel, materials and equipment; (ii) contracting with third parties through requests for proposals, competitive bids, negotiations or any other lawful procurement process; and (iii) authorizing and directing the Concessionaire, at the Department’s sole cost and expense, to undertake the Department Project Enhancements through subcontracting for necessary traffic and revenue studies and for necessary planning, design, engineering, permitting, financial, right-of-way acquisition services, Utility Relocation, construction, installation, project management, operation, maintenance, repair and other work and services. (b) If the Department authorizes and directs the Concessionaire to undertake Department Project Enhancements pursuant to Section 9.02(a)(iii) above, then the Concessionaire, in cooperation with the Department and subject (1) to the review and written approval by the Department in its sole discretion, and (2) to the Department making available to the Concessionaire sufficient funds, through monthly progress payments for work performed and costs incurred (plus 10% of such costs to reimburse the Concessionaire for costs of administering the work), including without limitation the costs of obtaining any Regulatory Approvals necessitated by such Department Project Enhancement, in order to perform the work required to design, construct, operate and maintain such Department Project Enhancement, shall have the right and obligation: (i) to solicit, negotiate, enter into and enforce performance of subcontracts for all necessary work and services as described in Section 9.02(a)(iii) above; (ii) to obtain or cause to be obtained payment and performance bonds, insurance policies, guarantees, indemnities, revenue subsidies and other risk management and credit instruments as may be appropriate in connection with the Department Project Enhancements; (iii) to use diligent efforts to cause all Regulatory Approvals to be obtained for, and thereafter cause to be designed and constructed, such Department Project Enhancements, subject to prior written approval of the designs and plans therefor, and any changes thereto, by the Department in its sole discretion; (iv) to show all such completed Department Project Enhancements on final, as-built plans and specifications submitted to the Department; and (v) after completion, to collect tolls (on behalf and for the account of the Department), manage, operate, maintain and repair such Department Project Enhancements, subject to the Department’s right at any time to assume responsibility for all or any portion of such functions. (c) Notwithstanding the foregoing Section 9.02(a) and (b), but subject to Section 9.02(f), if the Department determines that additional traffic lanes on the Capital Beltway Corridor are in the State’s best interests, the Department shall consult with the Concessionaire as to an appropriate strategy to implement such additional traffic lanes on the Capital Beltway Corridor or, at the Department’s sole discretion, permit the construction of additional lanes as part of the Project with a view to minimizing any detrimental impact on the Project or its ability to generate Revenues, and the Department will give the Concessionaire the opportunity to submit a proposal to construct new HOT Lanes or toll lanes at the Concessionaire’s sole cost as a Concessionaire Project Enhancement so long as the Concessionaire demonstrates that it has or can obtain all required Regulatory Approvals for such Project Enhancement with appropriate assistance from the Department. In the event that the Concessionaire determines not to pursue the construction of new HOT Lanes or toll lanes or the Department does not approve such Project Enhancement, and the Department adds Additional Traffic Lanes (whether general purpose or tolled), such Additional Traffic Lanes shall be a Department Project Enhancement. (d) The Department shall have unfettered rights to finance, develop, approve, expand, improve, modify, upgrade, add capacity to, reconstruct, renew and replace any existing and new transportation or other facilities. In no event shall the taking of any such action by the Department constitute a default by the Department under this Agreement. The Department shall also have the right, without liability (other than any obligation to pay any such compensation required hereby), to make discretionary and non-discretionary distributions of federal and other funds for any transportation projects (including any Additional Traffic Lanes) and programs, and the planning thereof, and exercise all of its authority to advise and recommend on transportation planning, development and funding, and to otherwise improve the GP Lanes and other roadways and structures within or adjacent to the Capital Beltway Corridor. (e) The Department shall have the right to enter upon the Project and the relevant rights of way for any purpose relating to Department Project Enhancements under this Section 9.02 to the extent reasonably necessary. If the Department elects to develop Department Project Enhancements without the Concessionaire’s participation, then the Department shall coordinate such development with the Concessionaire so as to minimize to the extent reasonably feasible the disruption to the Concessionaire’s operation and maintenance of the HOT Lanes and the generation of Toll Revenues. (f) The parties agree that the Department may, at its sole cost and discretion, develop, design, finance, construct, operate, and maintain the following improvements: (i) a flyover ramp from the northbound GP Lanes to westbound lanes along I-66; (ii) improvements to I-66 outside the Capital Beltway Corridor; (iii) improvements to the interchange of the GP Lanes and the Dulles Toll Road (the “DTR”); (iv) right hand ramps and flyovers from the northbound GP Lanes to the westbound lanes of the DTR; (v) ramps or flyovers from southbound GP Lanes to eastbound along the DTR; (vi) connections from DTR/Dulles Airport Access Road (the “DAAR”) westbound to the northbound and southbound HOT Lanes; and (vii) connections from the southbound HOT Lanes to the eastbound and westbound lanes of the DTR/DAAR. (g) The improvements identified in Section 9.02(f) above may be considered a Department Project Enhancement or Department Change under Section 7.12, but shall not result in a Compensation Event or liability for Concessionaire Damages; provided, however, that a Department Change under Section 7.12 may be required if the Department chooses, at its sole cost and discretion, to undertake such improvements during the Work Period. The parties will agree, in connection with such a Department Change, on additional costs directly resulting from construction of the change, if any, for modification of the HOT Lanes in Virginia Project that may be required to enable the improvements contemplated in Section 9.02(f). (h) If any Regulatory Approvals require the construction of the flyover described in Section 9.02(f)(i) above, the Department accepts responsibility for the cost to develop, design, finance, construct, operate, and maintain the flyover and may issue a change order for such work to the Concessionaire. In such event, (1) the parties will agree to the terms of the change order ,

Project Enhancements by the Department. (a) Subject to Section 9.02(e) below12.02(c), the Department shall have the right from time to time before or after the Service Commencement Date, at its sole cost and expense Date to design, develop, construct, operate and maintain Department Project Enhancements. The Department shall have the right to design, develop, construct, operate and maintain Department Project Enhancements through one or more of the following mechanisms, as the Department selects from time to time in its sole discretion: (i) use by the Department of its own personnel, materials and equipment; (ii) contracting with third parties through requests for proposals, competitive bids, negotiations or any other lawful procurement process; and (iii) authorizing and directing the Concessionaire, at Concessionaire during the Department’s sole cost and expense, Term to undertake the Department Project Enhancements through subcontracting for Enhancements, including all necessary traffic and revenue studies and for all necessary planning, design, engineering, permitting, financial, right-of-way acquisition services, Utility Relocation, construction, installation, project management, operation, maintenance, repair and other work and services. (b) If the Department authorizes uses its own personnel or contracts with third parties to develop a Project Enhancement, the Department shall coordinate such development with the Concessionaire so as to minimize to the extent reasonably feasible the disruption to the Concessionaire’s construction, operation and directs maintenance of the Project and the generation of Gross Revenues. If the Department uses its own personnel or contracts with third parties to develop a Project Enhancement, the Department shall have the right to issue a Department Change adding to the scope of Work during the Operating Period the management, operation, maintenance, repair and other Work and services of and for the Project Enhancement or any portion thereof. In such case: (i) The Project Enhancement shall be deemed a part of the Project and shall become subject to all the terms and provisions of this Agreement as of the date the Concessionaire is required to assume such responsibility under the Department Change or Directive Letter; and (ii) Such Department Change will constitute a Compensation Event entitling either the Concessionaire to compensation, as more particularly provided in Section 14.01, or the Department to a share of Positive Net Revenue Impact and/or Net Cost Saving as more particularly provided in Section 14.04, as the case may be. (c) If the Department issues a Department Change authorizing and directing the Concessionaire to undertake Department Project Enhancements pursuant to Section 9.02(a)(iii) above, then the Concessionaire, in cooperation with the Department and subject (1) to the review and written approval by the Department in its sole discretion, and (2) to the Department making available to the Concessionaire sufficient funds, through monthly progress payments for work performed and costs incurred (plus 10% of such costs to reimburse the Concessionaire for costs of administering the work12.02(a)(iii), including without limitation the costs of obtaining any Regulatory Approvals necessitated by such Department Project Enhancement, in order to perform the work required to design, construct, operate and maintain such Department Project Enhancement, then: (i) The Concessionaire shall have the right and obligation, on and subject to all the terms and conditions of this Agreement: (iA) to solicit, negotiate, enter into and enforce performance of subcontracts Contracts for all necessary work and services as described in Section 9.02(a)(iii) above12.02(a)(iii); (iiB) to obtain or cause to be obtained payment and performance bondsbonds or letters of credit, insurance policies, guarantees, indemnities, revenue subsidies and other risk management and credit instruments as may be appropriate required by the Department in connection with the Department Project Enhancements; (iiiC) to use diligent efforts to cause all Regulatory Governmental Approvals to be obtained for, and thereafter cause to be designed and constructed, such Department Project Enhancements, subject to prior written approval of the designs and plans therefor, and any changes thereto, by the Department in its sole discretion; (ivD) to show all such completed Department Project Enhancements on final, as-built plans and specifications submitted to the Department; and (vE) after completion, to collect tolls (on behalf and for the account of the Department), manage, operate, maintain and repair such Department Project Enhancements, subject to the Department’s right at any time to assume responsibility for all or any portion of such functions.; (cii) Notwithstanding the foregoing Section 9.02(a) and (b), but subject to Section 9.02(f), if the Department determines that additional traffic lanes on the Capital Beltway Corridor are in the State’s best interests, the Department The Project Enhancement shall consult with the Concessionaire as to an appropriate strategy to implement such additional traffic lanes on the Capital Beltway Corridor or, at the Department’s sole discretion, permit the construction of additional lanes as be deemed a part of the Project with a view and shall become subject to minimizing any detrimental impact on all the Project or its ability terms and provisions of this Agreement as of the date the Concessionaire is required to generate Revenues, and assume such responsibility under the Department Change; and (iii) Such Department Change will give constitute a Compensation Event entitling either the Concessionaire the opportunity to submit a proposal to construct new HOT Lanes or toll lanes at the Concessionaire’s sole cost compensation, as a Concessionaire Project Enhancement so long as the Concessionaire demonstrates that it has or can obtain all required Regulatory Approvals for such Project Enhancement with appropriate assistance from the Department. In the event that the Concessionaire determines not to pursue the construction of new HOT Lanes or toll lanes more particularly provided in Section 14.01, or the Department does not approve such Project Enhancementto a share of Positive Net Revenue Impact and/or Net Cost Saving as more particularly provided in Section 14.04, and as the Department adds Additional Traffic Lanes (whether general purpose or tolled), such Additional Traffic Lanes shall be a Department Project Enhancementcase may be. (d) The Department shall have unfettered rights to finance, develop, approve, expand, improve, modify, upgrade, add capacity to, reconstruct, renew and replace any existing and new transportation or other facilities. In no event shall the taking of any such action by the Department constitute a default by the Department under this Agreement. The Department shall also have the right, without liability (other than any obligation to pay any such compensation required hereby), to make discretionary and non-discretionary distributions of federal and other funds for any transportation projects (including any Additional Traffic Lanes) and programs, and the planning thereof, and exercise all of its authority to advise and recommend on transportation planning, development and funding, and to otherwise improve the GP Lanes and other roadways and structures within or adjacent to the Capital Beltway Corridor. (e) The Department shall have the right to enter upon upon, or direct a third-party to enter upon, the Project and the relevant rights Project Right of way Way for any purpose relating to Department Project Enhancements under this Section 9.02 12.02 to the extent reasonably necessary. If the Department elects to develop Department Project Enhancements without the Concessionaire’s participation, then the Department shall coordinate such development with the Concessionaire so as to minimize to the extent reasonably feasible the disruption to the Concessionaire’s operation and maintenance of the HOT Lanes and the generation of Toll Revenues. (f) The parties agree that the Department may, at its sole cost and discretion, develop, design, finance, construct, operate, and maintain the following improvements: (i) a flyover ramp from the northbound GP Lanes to westbound lanes along I-66; (ii) improvements to I-66 outside the Capital Beltway Corridor; (iii) improvements to the interchange of the GP Lanes and the Dulles Toll Road (the “DTR”); (iv) right hand ramps and flyovers from the northbound GP Lanes to the westbound lanes of the DTR; (v) ramps or flyovers from southbound GP Lanes to eastbound along the DTR; (vi) connections from DTR/Dulles Airport Access Road (the “DAAR”) westbound to the northbound and southbound HOT Lanes; and (vii) connections from the southbound HOT Lanes to the eastbound and westbound lanes of the DTR/DAAR. (g) The improvements identified in Section 9.02(f) above may be considered a Department Project Enhancement or Department Change under Section 7.12, but shall not result in a Compensation Event or liability for Concessionaire Damages; provided, however, that a Department Change under Section 7.12 may be required if the Department chooses, at its sole cost and discretion, to undertake such improvements during the Work Period. The parties will agree, in connection with such a Department Change, on additional costs directly resulting from construction of the change, if any, for modification of the HOT Lanes in Virginia Project that may be required to enable the improvements contemplated in Section 9.02(f). (h) If any Regulatory Approvals require the construction of the flyover described in Section 9.02(f)(i) above, the Department accepts responsibility for the cost to develop, design, finance, construct, operate, and maintain the flyover and may issue a change order for such work to the Concessionaire. In such event, (1) the parties will agree to the terms of the change order ,

Project Enhancements by the Department. (a) Subject to Section 9.02(e) below, the Department shall have the right from time to time after the Initial Service Commencement Date, at its sole cost and expense (unless the Concessionaire agrees to contribute funds for a Department Project Enhancement), to design, develop, construct, operate and maintain Department Project Enhancements. The Department shall have the right to design, develop, construct, operate and maintain Department Project Enhancements through one or more of the following mechanisms, as the Department selects from time to time in its sole discretion: (i) use by the Department of its own personnel, materials and equipment; (ii) contracting with third parties through requests for proposals, competitive bids, negotiations or any other lawful procurement process; and (iii) authorizing and directing the Concessionaire, at the Department’s sole cost and expenseexpense (unless the Concessionaire agrees to contribute funds for a Department Project Enhancement), to undertake the Department Project Enhancements through subcontracting for necessary traffic and revenue studies and for necessary planning, design, engineering, permitting, financial, right-of-way acquisition services, Utility Relocation, construction, installation, project management, operation, maintenance, repair and other work and services. (b) If the Department authorizes and directs the Concessionaire to undertake Department Project Enhancements pursuant to Section 9.02(a)(iii) above, then the Concessionaire, in cooperation with the Department and subject (1) to the review and written approval by the Department in its sole discretion, and (2) to the Department making available to the Concessionaire sufficient funds, through monthly progress payments for work performed and costs incurred (plus 10% of such costs to reimburse the Concessionaire for costs of administering the work), including without limitation the costs of obtaining any Regulatory Approvals necessitated by such Department Project Enhancement, in order to perform the work required to design, construct, operate and maintain such Department Project Enhancement, shall have the right and obligation: (i) to solicit, negotiate, enter into and enforce performance of subcontracts for all necessary work and services as described in Section 9.02(a)(iii) above; (ii) to obtain or cause to be obtained payment and performance bonds, insurance policies, guarantees, indemnities, revenue subsidies and other risk management and credit instruments as may be appropriate in connection with the Department Project Enhancements; (iii) to use diligent efforts to cause all Regulatory Approvals to be obtained for, and thereafter cause to be designed and constructed, such Department Project Enhancements, subject to prior written approval of the designs and plans therefor, and any changes thereto, by the Department in its sole discretion; (iv) to show all such completed Department Project Enhancements on final, as-built plans and specifications submitted to the Department; and (v) after completion, to collect tolls (on behalf and for the account of the Department), manage, operate, maintain and repair such Department Project Enhancements, subject to the Department’s right at any time to assume responsibility for all or any portion of such functions. (c) Notwithstanding the foregoing Section 9.02(a) and (b), but subject to Section Sections 9.01(b) and 9.02(f), if the Department determines that additional traffic lanes on the Capital Beltway Corridor Additional Traffic Lanes are in the State’s best interests, the Department shall consult with the Concessionaire as to an appropriate strategy to implement such additional traffic lanes on the Capital Beltway Corridor Additional Traffic Lanes or, at the Department’s sole discretion, permit the construction of additional lanes as part of the Project with a view to minimizing any detrimental impact on the Project or its ability to generate Revenues, and the Department will give the Concessionaire the opportunity to submit a proposal to construct new HOT Lanes or toll lanes at the Concessionaire’s sole cost as a Concessionaire Project Enhancement so long as the Concessionaire demonstrates that it has or can obtain all required Regulatory Approvals for such Project Enhancement with appropriate assistance from the Department. In the event that the Concessionaire determines not to pursue the construction of new HOT Lanes or toll lanes or the Department does not approve such Project Enhancement, and the Department adds Additional Traffic Lanes (whether general purpose or tolled), such Additional Traffic Lanes shall be a Department Project Enhancement. (d) The Department shall have unfettered rights to finance, develop, approve, expand, improve, modify, upgrade, add capacity to, reconstruct, renew and replace any existing and new transportation or other facilities. In no event shall the taking of any such action by the Department constitute a default by the Department under this Agreement. The Department shall also have the right, without liability (other than any obligation to pay any such compensation required hereby), to make discretionary and non-discretionary distributions of federal and other funds for any transportation projects (including any Additional Traffic Lanes) and programs, and the planning thereof, and exercise all of its authority to advise and recommend on transportation planning, development and funding, and to otherwise improve the GP Lanes and other roadways and structures within or adjacent to the Capital Beltway Corridor. (e) The Department shall have the right to enter upon the Project Right of Way and the relevant rights of way for any purpose relating to Department Project Enhancements under this Section 9.02 to the extent reasonably necessary. If the Department elects to develop Department Project Enhancements without the Concessionaire’s participation, then the Department shall coordinate such development with the Concessionaire so as to minimize to the extent reasonably feasible the disruption to the Concessionaire’s operation and maintenance of the HOT Lanes and the generation of Toll Revenues. (f) The parties agree that the Department may, at its sole cost and discretion, develop, design, finance, construct, operate, and maintain the following improvements: (i) a flyover ramp from the northbound GP Lanes to westbound lanes along I-66; (ii) improvements to I-66 outside the Capital Beltway Corridor; (iii) improvements to the interchange of the GP Lanes and the Dulles Toll Road (the “DTR”); (iv) right hand ramps and flyovers from the northbound GP Lanes to the westbound lanes of the DTR; (v) ramps or flyovers from southbound GP Lanes to eastbound along the DTR; (vi) connections from DTR/Dulles Airport Access Road (the “DAAR”) westbound to the northbound and southbound HOT Lanes; and (vii) connections from the southbound HOT Lanes to the eastbound and westbound lanes of the DTR/DAAR. (g) The improvements identified in Section 9.02(f) above may be considered a Department Project Enhancement or Department Change under Section 7.12, but shall not result in a Compensation Event or liability for Concessionaire Damages; provided, however, that a Department Change under Section 7.12 may be required if the Department chooses, at its sole cost and discretion, to undertake such improvements during the Work Period. The parties will agree, in connection with such a Department Change, on additional costs directly resulting from construction of the change, if any, for modification of the HOT Lanes in Virginia Project that may be required to enable the improvements contemplated in Section 9.02(f). (h) If any Regulatory Approvals require the construction of the flyover described in Section 9.02(f)(i) above, the Department accepts responsibility for the cost to develop, design, finance, construct, operate, and maintain the flyover and may issue a change order for such work to the Concessionaire. In such event, (1) the parties will agree to the terms of the change order ,, (2) such change order shall not be deemed a Compensation Event or result in liability for any Concessionaire Damages; and

Project Enhancements by the Department. ‌ (a) Subject to Section 9.02(e) below, the The Department shall will have the right from time to time after the Service Commencement DateProject Completion, at its sole cost and expense expense, to design, develop, construct, operate and maintain Department Project Enhancements. The Department shall will have the right to design, develop, construct, operate and maintain Department Project Enhancements through one or more of the following mechanisms, as the Department selects from time to time in its sole discretion:discretion:‌ (i) use by the Department of its own personnel, materials and equipment;equipment;‌ (ii) contracting with third parties through requests for proposals, competitive bids, negotiations or any other lawful procurement process; andprocess;‌ (iii) authorizing and directing the ConcessionaireDeveloper, at the Department’s sole cost and expense, to undertake the Department Project Enhancements Enhancements, through subcontracting contracting for necessary traffic and revenue studies and for all necessary planning, design, engineering, permitting, financial, right-of-way acquisition services, Utility Relocation, construction, installation, project management, operation, maintenance, repair and other work and services; and‌ provided, that the Department will give the Developer at least 60 Days’ written notice prior to initiating any procurement process referred to in clause (ii) above, during which time the Developer will have the right, but not the obligation, to agree in writing to undertake the Department Project Enhancement on such terms and conditions as the Department and the Developer will mutually agree upon; provided further, that if the Department and the Developer fail to agree upon such terms and conditions within such 60 Day period, the Department will be entitled to proceed with any of the mechanisms set forth in clauses (i), (ii) and (iii) of this Section 12.02(a) and will have no further liability or obligation to the Developer except as otherwise expressly provided in this Agreement. (b) If the Department authorizes and directs the Concessionaire Developer to undertake a Department Project Enhancements Enhancement pursuant to Section 9.02(a)(iii) above12.02(a)(iii), then the Concessionairethen, in cooperation with the Department Department, as applicable, and subject to (1i) to the review and written approval by the Department in its sole discretion, discretion and (2ii) without limiting the Developer’s right to claim additional Developer Damages,‌ the Department making available to the Concessionaire Developer sufficient funds, through monthly progress payments for work performed and costs incurred (plus an amount not to exceed 10% of such Developer costs to reimburse pay the Concessionaire Developer for reasonable and documented costs of administering actually incurred to administer the work), including without limitation the costs of obtaining any Regulatory Governmental Approvals necessitated by such Department Project Enhancement, in order to perform the work required to design, construct, operate and maintain such Department Project Enhancement, shall have the right and obligation: (i) to solicit, negotiate, enter into and enforce performance of subcontracts for all necessary work and services as described Developer will implement such Project Enhancement in Section 9.02(a)(iii) above; (ii) to obtain or cause to be obtained payment and performance bonds, insurance policies, guarantees, indemnities, revenue subsidies and other risk management and credit instruments as may be appropriate in connection accordance with the Department Project Enhancements; (iii) to use diligent efforts to cause all Regulatory Approvals to be obtained forterms and provisions of this Agreement, and thereafter cause to the Project Enhancement will be designed deemed a part of the Project and constructed, such Department Project Enhancements, will become subject to prior written approval all the terms and provisions of this Agreement as of the designs and plans therefor, and any changes thereto, by date the Department in its sole discretion; (iv) to show all such completed Department Project Enhancements on final, as-built plans and specifications submitted to the Department; and (v) after completion, to collect tolls (on behalf and for the account of the Department), manage, operate, maintain and repair such Department Project Enhancements, subject to the Department’s right at any time Developer is required to assume such responsibility for all or any portion of such functionspursuant to this Section 12.02(b). (c) Notwithstanding the foregoing Section 9.02(a) and (b), but subject to Section 9.02(f), if the Department determines that additional traffic lanes on the Capital Beltway Corridor are in the State’s best interests, the Department shall consult with the Concessionaire as to an appropriate strategy to implement such additional traffic lanes on the Capital Beltway Corridor or, at the Department’s sole discretion, permit the construction of additional lanes as part of the Project with a view to minimizing any detrimental impact on the Project or its ability to generate Revenues, and the The Department will give the Concessionaire the opportunity to submit a proposal to construct new HOT Lanes or toll lanes at the Concessionaire’s sole cost as a Concessionaire Project Enhancement so long as the Concessionaire demonstrates that it has or can obtain all required Regulatory Approvals for such Project Enhancement with appropriate assistance from the Department. In the event that the Concessionaire determines not to pursue the construction of new HOT Lanes or toll lanes or the Department does not approve such Project Enhancement, and the Department adds Additional Traffic Lanes (whether general purpose or tolled), such Additional Traffic Lanes shall be a Department Project Enhancement. (d) The Department shall have unfettered rights to finance, develop, approve, expand, improve, modify, upgrade, add capacity to, reconstruct, renew and replace any existing and new transportation or other facilities. In no event shall the taking of any such action by the Department constitute a default by the Department under this Agreement. The Department shall also have the right, without liability (other than any obligation to pay any such compensation required hereby), to make discretionary and non-discretionary distributions of federal and other funds for any transportation projects (including any Additional Traffic Lanes) and programs, and the planning thereof, and exercise all of its authority to advise and recommend on transportation planning, development and funding, and to otherwise improve the GP Lanes and other roadways and structures within or adjacent to the Capital Beltway Corridor. (e) The Department shall have the right to enter upon the Project and the relevant rights of way for any purpose relating to Department Project Enhancements under this Section 9.02 12.02. (d) The Department will have the right at any time (and without liability to the Developer for any damages it may suffer, except as otherwise expressly provided in this Agreement) to perform planned and emergency maintenance, renewal and replacement, safety and repair activities on existing and new facilities adjacent to or near the Project regardless of the impact of such activities on the Project; provided that (i) the Department will use reasonable commercial efforts to keep the Developer informed of planned maintenance, renewal and replacement and repair activities which can reasonably be foreseen to impact activities on the Project;‌ (ii) the Department will provide to the Developer copies of and other information concerning the Department’s then current maintenance, renewal and replacement and repair program, upon the Developer’s reasonable request; and (iii) to the extent reasonably necessary. it relates to Department Project Enhancements, the provisions of Section 12.02 will govern the Department’s liability to the Developer therefor.‌ (e) If the Department elects to develop Department Project Enhancements without the Concessionaire’s participation, then the Department shall coordinate such development with the Concessionaire so as to minimize to the extent reasonably feasible the disruption to the Concessionaire’s operation and maintenance of the HOT Lanes and the generation of Toll Revenues. (f) The parties Developer jointly agree that the Department may, at its sole cost and discretion, develop, design, finance, construct, operate, and maintain the following improvements: (i) a flyover ramp from the northbound GP Lanes to westbound lanes along I-66; (ii) improvements to I-66 outside the Capital Beltway Corridor; (iii) improvements to the interchange of the GP Lanes and the Dulles Toll Road (the “DTR”); (iv) right hand ramps and flyovers from the northbound GP Lanes to the westbound lanes of the DTR; (v) ramps or flyovers from southbound GP Lanes to eastbound along the DTR; (vi) connections from DTR/Dulles Airport Access Road (the “DAAR”) westbound to the northbound and southbound HOT Lanes; and (vii) connections from the southbound HOT Lanes to the eastbound and westbound lanes of the DTR/DAAR. (g) The improvements identified in Section 9.02(f) above may be considered a Department Project Enhancement or Department Change under Section 7.12, but shall not result in a Compensation Event or liability for Concessionaire Damages; provided, however, that a Department Change under Section 7.12 may be required if the Department chooses, at its sole cost and discretion, to undertake such improvements during the Work Period. The parties will agreeProject Enhancements, in connection with such a Department Change, on additional costs directly resulting from construction of the change, if any, for modification of the HOT Lanes in Virginia Project that may be required to enable the improvements contemplated in Section 9.02(f). (h) If any Regulatory Approvals require the construction of the flyover described in Section 9.02(f)(i) above, the Department accepts responsibility for the cost to develop, design, finance, construct, operate, and maintain the flyover and may issue a change order for such work to the Concessionaire. In such event, (1) the parties will agree amend this Agreement as appropriate to reflect the terms of the change order ,joint Project Enhancements and payment mechanisms thereof.

Project Enhancements by the Department. ‌ (a) Subject to Section 9.02(e) below, the The Department shall will have the right from time to time after the Service Commencement DateProject Completion, at its sole cost and expense expense, to design, develop, construct, operate and maintain Department Project Enhancements. The Department shall will have the right to design, develop, construct, operate and maintain Department Project Enhancements through one or more of the following mechanisms, as the Department selects from time to time in its sole discretion:discretion:‌ (i) use by the Department of its own personnel, materials and equipment;equipment;‌ (ii) contracting with third parties through requests for proposals, competitive bids, negotiations or any other lawful procurement process; andprocess;‌ (iii) authorizing and directing the ConcessionaireDeveloper, at the Department’s sole cost and expense, to undertake the Department Project Enhancements Enhancements, through subcontracting contracting for necessary traffic and revenue studies and for all necessary planning, design, engineering, permitting, financial, right-of-way acquisition services, Utility Relocation, construction, installation, project management, operation, maintenance, repair and other work and services.; and‌ (b) If the Department authorizes and directs the Concessionaire Developer to undertake a Department Project Enhancements Enhancement pursuant to Section 9.02(a)(iii) above12.02(a)(iii), then the Concessionairethen, in cooperation with the Department Department, as applicable, and subject to (1i) to the review and written approval by the Department in its sole discretion, discretion and (2ii) without limiting the Developer’s right to claim additional Developer Damages, the Department making available to the Concessionaire Developer sufficient funds, through monthly progress payments for work performed and costs incurred (plus an amount not to exceed 10% of such Developer costs to reimburse pay the Concessionaire Developer for reasonable and documented costs of administering actually incurred to administer the work), including without limitation the costs of obtaining any Regulatory Governmental Approvals necessitated by such Department Project Enhancement, in order to perform the work required to design, construct, operate and maintain such Department Project Enhancement, shall have the right and obligation: (i) to solicit, negotiate, enter into and enforce performance of subcontracts for all necessary work and services as described Developer will implement such Project Enhancement in Section 9.02(a)(iii) above; (ii) to obtain or cause to be obtained payment and performance bonds, insurance policies, guarantees, indemnities, revenue subsidies and other risk management and credit instruments as may be appropriate in connection accordance with the Department Project Enhancements; (iii) to use diligent efforts to cause all Regulatory Approvals to be obtained forterms and‌ provisions of this Agreement, and thereafter cause to the Project Enhancement will be designed deemed a part of the Project and constructed, such Department Project Enhancements, will become subject to prior written approval all the terms and provisions of this Agreement as of the designs and plans therefor, and any changes thereto, by date the Department in its sole discretion; (iv) to show all such completed Department Project Enhancements on final, as-built plans and specifications submitted to the Department; and (v) after completion, to collect tolls (on behalf and for the account of the Department), manage, operate, maintain and repair such Department Project Enhancements, subject to the Department’s right at any time Developer is required to assume such responsibility for all or any portion of such functionspursuant to this Section 12.02(b). (c) Notwithstanding the foregoing Section 9.02(a) and (b), but subject to Section 9.02(f), if the Department determines that additional traffic lanes on the Capital Beltway Corridor are in the State’s best interests, the Department shall consult with the Concessionaire as to an appropriate strategy to implement such additional traffic lanes on the Capital Beltway Corridor or, at the Department’s sole discretion, permit the construction of additional lanes as part of the Project with a view to minimizing any detrimental impact on the Project or its ability to generate Revenues, and the The Department will give the Concessionaire the opportunity to submit a proposal to construct new HOT Lanes or toll lanes at the Concessionaire’s sole cost as a Concessionaire Project Enhancement so long as the Concessionaire demonstrates that it has or can obtain all required Regulatory Approvals for such Project Enhancement with appropriate assistance from the Department. In the event that the Concessionaire determines not to pursue the construction of new HOT Lanes or toll lanes or the Department does not approve such Project Enhancement, and the Department adds Additional Traffic Lanes (whether general purpose or tolled), such Additional Traffic Lanes shall be a Department Project Enhancement. (d) The Department shall have unfettered rights to finance, develop, approve, expand, improve, modify, upgrade, add capacity to, reconstruct, renew and replace any existing and new transportation or other facilities. In no event shall the taking of any such action by the Department constitute a default by the Department under this Agreement. The Department shall also have the right, without liability (other than any obligation to pay any such compensation required hereby), to make discretionary and non-discretionary distributions of federal and other funds for any transportation projects (including any Additional Traffic Lanes) and programs, and the planning thereof, and exercise all of its authority to advise and recommend on transportation planning, development and funding, and to otherwise improve the GP Lanes and other roadways and structures within or adjacent to the Capital Beltway Corridor. (e) The Department shall have the right to enter upon the Project and the relevant rights of way for any purpose relating to Department Project Enhancements under this Section 9.02 12.02. (d) The Department will have the right at any time (and without liability to the Developer for any damages it may suffer, except as otherwise expressly provided in this Agreement) to perform planned and emergency maintenance, renewal and replacement, safety and repair activities on existing and new facilities adjacent to or near the Project regardless of the impact of such activities on the Project; provided that (i) the Department will use reasonable commercial efforts to keep the Developer informed of planned maintenance, renewal and replacement and repair activities which can reasonably be foreseen to impact activities on the Project;‌ (ii) the Department will provide to the Developer copies of and other information concerning the Department’s then current maintenance, renewal and replacement and repair program, upon the Developer’s reasonable request; and (iii) to the extent reasonably necessary. it relates to Department Project Enhancements, the provisions of Section 12.02 will govern the Department’s liability to the Developer therefor.‌ (e) If the Department elects to develop Department Project Enhancements without the Concessionaire’s participation, then the Department shall coordinate such development with the Concessionaire so as to minimize to the extent reasonably feasible the disruption to the Concessionaire’s operation and maintenance of the HOT Lanes and the generation of Toll Revenues. (f) The parties Developer jointly agree that the Department may, at its sole cost and discretion, develop, design, finance, construct, operate, and maintain the following improvements: (i) a flyover ramp from the northbound GP Lanes to westbound lanes along I-66; (ii) improvements to I-66 outside the Capital Beltway Corridor; (iii) improvements to the interchange of the GP Lanes and the Dulles Toll Road (the “DTR”); (iv) right hand ramps and flyovers from the northbound GP Lanes to the westbound lanes of the DTR; (v) ramps or flyovers from southbound GP Lanes to eastbound along the DTR; (vi) connections from DTR/Dulles Airport Access Road (the “DAAR”) westbound to the northbound and southbound HOT Lanes; and (vii) connections from the southbound HOT Lanes to the eastbound and westbound lanes of the DTR/DAAR. (g) The improvements identified in Section 9.02(f) above may be considered a Department Project Enhancement or Department Change under Section 7.12, but shall not result in a Compensation Event or liability for Concessionaire Damages; provided, however, that a Department Change under Section 7.12 may be required if the Department chooses, at its sole cost and discretion, to undertake such improvements during the Work Period. The parties will agreeProject Enhancements, in connection with such a Department Change, on additional costs directly resulting from construction of the change, if any, for modification of the HOT Lanes in Virginia Project that may be required to enable the improvements contemplated in Section 9.02(f). (h) If any Regulatory Approvals require the construction of the flyover described in Section 9.02(f)(i) above, the Department accepts responsibility for the cost to develop, design, finance, construct, operate, and maintain the flyover and may issue a change order for such work to the Concessionaire. In such event, (1) the parties will agree amend this Agreement as appropriate to reflect the terms of the change order ,joint Project Enhancements and payment mechanisms thereof.

Project Enhancements by the Department. (a) Subject to Section 9.02(e) below, the The Department shall will have the right from time to time after the Service Commencement DateFinal Completion, at its sole cost and expense expense, to design, develop, construct, operate and maintain Department Project Enhancements. The Department shall will have the right to design, develop, construct, operate and maintain Department Project Enhancements through one or more of the following mechanisms, as the Department selects from time to time in its sole discretion: (i) use by the Department of its own personnel, materials and equipment; (ii) contracting with third parties through requests for proposals, competitive bids, negotiations or any other lawful procurement process; and (iii) authorizing and directing the Concessionaire, at the Department’s sole cost and expense, to undertake the Department Project Enhancements Enhancements, through subcontracting contracting for necessary traffic and revenue studies and for all necessary planning, design, engineering, permitting, financial, right-of-way acquisition services, Utility Relocation, construction, installation, project management, operation, maintenance, repair and other work and services; Concessionaire will have the right, but not the obligation, to agree in writing to undertake the Department Project Enhancement on such terms and conditions as the Department and the Concessionaire will mutually agree upon; provided further, that if the Department and the Concessionaire fail to agree upon such terms and conditions within such 60-Day period, the Department will be entitled to proceed with any of the mechanisms set forth in clauses (i), (ii) and (iii) of this Section 12.02(a) and will have no further liability or obligation to the Concessionaire except as otherwise expressly provided in this Agreement. (b) If the Department authorizes and directs the Concessionaire to undertake a Department Project Enhancements Enhancement pursuant to Section 9.02(a)(iii) above12.02(a)(iii), then the Concessionairethen, in cooperation with the Department Department, as applicable, and subject to (1i) to the review and written approval by the Department in its sole discretion, discretion and (2ii) without limiting the Concessionaire’s right to claim additional Concessionaire Damages, the Department making available to the Concessionaire sufficient funds, through monthly progress payments for work performed and costs incurred (plus an amount not to exceed 10% of such costs to reimburse the Concessionaire for reasonable and documented costs of administering actually incurred to administer the work), including without limitation the costs of obtaining any Regulatory Governmental Approvals necessitated by such Department Project Enhancement, in order to perform the work required to design, construct, operate and maintain such Department Project Enhancement, shall have the right and obligation: (i) to solicit, negotiate, enter into and enforce performance of subcontracts for all necessary work and services as described Concessionaire will implement such Project Enhancement in Section 9.02(a)(iii) above; (ii) to obtain or cause to be obtained payment and performance bonds, insurance policies, guarantees, indemnities, revenue subsidies and other risk management and credit instruments as may be appropriate in connection accordance with the Department Project Enhancements; (iii) to use diligent efforts to cause all Regulatory Approvals to be obtained forterms and provisions of this Agreement, and thereafter cause to the Project Enhancement will be designed deemed a part of the Project and constructed, such Department Project Enhancements, will become subject to prior written approval all the terms and provisions of this Agreement as of the designs and plans therefor, and any changes thereto, by date the Department in its sole discretion; (iv) to show all such completed Department Project Enhancements on final, as-built plans and specifications submitted to the Department; and (v) after completion, to collect tolls (on behalf and for the account of the Department), manage, operate, maintain and repair such Department Project Enhancements, subject to the Department’s right at any time Concessionaire is required to assume such responsibility for all or any portion of such functionspursuant to this Section 12.02. (c) Notwithstanding the foregoing Section 9.02(a) and (b), but subject to Section 9.02(f), if the Department determines that additional traffic lanes on the Capital Beltway Corridor are in the State’s best interests, the Department shall consult with the Concessionaire as to an appropriate strategy to implement such additional traffic lanes on the Capital Beltway Corridor or, at the Department’s sole discretion, permit the construction of additional lanes as part of the Project with a view to minimizing any detrimental impact on the Project or its ability to generate Revenues, and the The Department will give the Concessionaire the opportunity to submit a proposal to construct new HOT Lanes or toll lanes at the Concessionaire’s sole cost as a Concessionaire Project Enhancement so long as the Concessionaire demonstrates that it has or can obtain all required Regulatory Approvals for such Project Enhancement with appropriate assistance from the Department. In the event that the Concessionaire determines not to pursue the construction of new HOT Lanes or toll lanes or the Department does not approve such Project Enhancement, and the Department adds Additional Traffic Lanes (whether general purpose or tolled), such Additional Traffic Lanes shall be a Department Project Enhancement. (d) The Department shall have unfettered rights to finance, develop, approve, expand, improve, modify, upgrade, add capacity to, reconstruct, renew and replace any existing and new transportation or other facilities. In no event shall the taking of any such action by the Department constitute a default by the Department under this Agreement. The Department shall also have the right, without liability (other than any obligation to pay any such compensation required hereby), to make discretionary and non-discretionary distributions of federal and other funds for any transportation projects (including any Additional Traffic Lanes) and programs, and the planning thereof, and exercise all of its authority to advise and recommend on transportation planning, development and funding, and to otherwise improve the GP Lanes and other roadways and structures within or adjacent to the Capital Beltway Corridor. (e) The Department shall have the right to enter upon the Project and the relevant rights of way for any purpose relating to Department Project Enhancements under this Section 9.02 to the extent reasonably necessary. If the Department elects to develop Department Project Enhancements without the Concessionaire’s participation, then the Department shall coordinate such development with the Concessionaire so as to minimize to the extent reasonably feasible the disruption to the Concessionaire’s operation and maintenance of the HOT Lanes and the generation of Toll Revenues. (f) The parties agree that the Department may, at its sole cost and discretion, develop, design, finance, construct, operate, and maintain the following improvements: (i) a flyover ramp from the northbound GP Lanes to westbound lanes along I-66; (ii) improvements to I-66 outside the Capital Beltway Corridor; (iii) improvements to the interchange of the GP Lanes and the Dulles Toll Road (the “DTR”); (iv) right hand ramps and flyovers from the northbound GP Lanes to the westbound lanes of the DTR; (v) ramps or flyovers from southbound GP Lanes to eastbound along the DTR; (vi) connections from DTR/Dulles Airport Access Road (the “DAAR”) westbound to the northbound and southbound HOT Lanes; and (vii) connections from the southbound HOT Lanes to the eastbound and westbound lanes of the DTR/DAAR. (g) The improvements identified in Section 9.02(f) above may be considered a Department Project Enhancement or Department Change under Section 7.12, but shall not result in a Compensation Event or liability for Concessionaire Damages; provided, however, that a Department Change under Section 7.12 may be required if the Department chooses, at its sole cost and discretion, to undertake such improvements during the Work Period. The parties will agree, in connection with such a Department Change, on additional costs directly resulting from construction of the change, if any, for modification of the HOT Lanes in Virginia Project that may be required to enable the improvements contemplated in Section 9.02(f). (h) If any Regulatory Approvals require the construction of the flyover described in Section 9.02(f)(i) above, the Department accepts responsibility for the cost to develop, design, finance, construct, operate, and maintain the flyover and may issue a change order for such work to the Concessionaire. In such event, (1) the parties will agree to the terms of the change order ,Section

Project Enhancements by the Department. (a) Subject to Section 9.02(e) below, the The Department shall will have the right from time to time after the Service Commencement DateFinal Completion, at its sole cost and expense expense, to design, develop, construct, operate and maintain Department Project Enhancements. The Department shall will have the right to design, develop, construct, operate and maintain Department Project Enhancements through one or more of the following mechanisms, as the Department selects from time to time in its sole discretion: (i) use by the Department of its own personnel, materials and equipment; (ii) contracting with third parties through requests for proposals, competitive bids, negotiations or any other lawful procurement process; and (iii) authorizing and directing the Concessionaire, at the Department’s sole cost and expense, to undertake the Department Project Enhancements Enhancements, through subcontracting contracting for necessary traffic and revenue studies and for all necessary planning, design, engineering, permitting, financial, right-of-way acquisition services, Utility Relocation, construction, installation, project management, operation, maintenance, repair and other work and services; provided, that the Department will give the Concessionaire at least 60 Days written notice prior to initiating any procurement process referred to in clause (ii) above, during which time the EXECUTION VERSION – DECEMBER 5, 2011 Concessionaire will have the right, but not the obligation, to agree in writing to undertake the Department Project Enhancement on such terms and conditions as the Department and the Concessionaire will mutually agree upon; provided further, that if the Department and the Concessionaire fail to agree upon such terms and conditions within such 60-Day period, the Department will be entitled to proceed with any of the mechanisms set forth in clauses (i), (ii) and (iii) of this Section 12.02(a) and will have no further liability or obligation to the Concessionaire except as otherwise expressly provided in this Agreement. (b) If the Department authorizes and directs the Concessionaire to undertake a Department Project Enhancements Enhancement pursuant to Section 9.02(a)(iii) above12.02(a)(iii), then the Concessionairethen, in cooperation with the Department Department, as applicable, and subject to (1i) to the review and written approval by the Department in its sole discretion, discretion and (2ii) without limiting the Concessionaire’s right to claim additional Concessionaire Damages, the Department making available to the Concessionaire sufficient funds, through monthly progress payments for work performed and costs incurred (plus an amount not to exceed 10% of such costs to reimburse the Concessionaire for reasonable and documented costs of administering actually incurred to administer the work), including without limitation the costs of obtaining any Regulatory Governmental Approvals necessitated by such Department Project Enhancement, in order to perform the work required to design, construct, operate and maintain such Department Project Enhancement, shall have the right and obligation: (i) to solicit, negotiate, enter into and enforce performance of subcontracts for all necessary work and services as described Concessionaire will implement such Project Enhancement in Section 9.02(a)(iii) above; (ii) to obtain or cause to be obtained payment and performance bonds, insurance policies, guarantees, indemnities, revenue subsidies and other risk management and credit instruments as may be appropriate in connection accordance with the Department Project Enhancements; (iii) to use diligent efforts to cause all Regulatory Approvals to be obtained forterms and provisions of this Agreement, and thereafter cause to the Project Enhancement will be designed deemed a part of the Project and constructed, such Department Project Enhancements, will become subject to prior written approval all the terms and provisions of this Agreement as of the designs and plans therefor, and any changes thereto, by date the Department in its sole discretion; (iv) to show all such completed Department Project Enhancements on final, as-built plans and specifications submitted to the Department; and (v) after completion, to collect tolls (on behalf and for the account of the Department), manage, operate, maintain and repair such Department Project Enhancements, subject to the Department’s right at any time Concessionaire is required to assume such responsibility for all or any portion of such functionspursuant to this Section 12.02. (c) Notwithstanding the foregoing Section 9.02(a) and (b), but subject to Section 9.02(f), if the Department determines that additional traffic lanes on the Capital Beltway Corridor are in the State’s best interests, the Department shall consult with the Concessionaire as to an appropriate strategy to implement such additional traffic lanes on the Capital Beltway Corridor or, at the Department’s sole discretion, permit the construction of additional lanes as part of the Project with a view to minimizing any detrimental impact on the Project or its ability to generate Revenues, and the The Department will give the Concessionaire the opportunity to submit a proposal to construct new HOT Lanes or toll lanes at the Concessionaire’s sole cost as a Concessionaire Project Enhancement so long as the Concessionaire demonstrates that it has or can obtain all required Regulatory Approvals for such Project Enhancement with appropriate assistance from the Department. In the event that the Concessionaire determines not to pursue the construction of new HOT Lanes or toll lanes or the Department does not approve such Project Enhancement, and the Department adds Additional Traffic Lanes (whether general purpose or tolled), such Additional Traffic Lanes shall be a Department Project Enhancement. (d) The Department shall have unfettered rights to finance, develop, approve, expand, improve, modify, upgrade, add capacity to, reconstruct, renew and replace any existing and new transportation or other facilities. In no event shall the taking of any such action by the Department constitute a default by the Department under this Agreement. The Department shall also have the right, without liability (other than any obligation to pay any such compensation required hereby), to make discretionary and non-discretionary distributions of federal and other funds for any transportation projects (including any Additional Traffic Lanes) and programs, and the planning thereof, and exercise all of its authority to advise and recommend on transportation planning, development and funding, and to otherwise improve the GP Lanes and other roadways and structures within or adjacent to the Capital Beltway Corridor. (e) The Department shall have the right to enter upon the Project and the relevant rights of way for any purpose relating to Department Project Enhancements under this Section 9.02 12.02 to the extent reasonably necessary. If the Department elects to develop Department Project Enhancements without the Concessionaire’s participation, then the Department shall coordinate such development with the Concessionaire so as to minimize to the extent reasonably feasible the disruption to the Concessionaire’s operation and maintenance of the HOT Lanes and the generation of Toll Revenues. (f) The parties agree that the Department may, at its sole cost and discretion, develop, design, finance, construct, operate, and maintain the following improvements: (i) a flyover ramp from the northbound GP Lanes to westbound lanes along I-66; (ii) improvements to I-66 outside the Capital Beltway Corridor; (iii) improvements to the interchange of the GP Lanes and the Dulles Toll Road (the “DTR”); (iv) right hand ramps and flyovers from the northbound GP Lanes to the westbound lanes of the DTR; (v) ramps or flyovers from southbound GP Lanes to eastbound along the DTR; (vi) connections from DTR/Dulles Airport Access Road (the “DAAR”) westbound to the northbound and southbound HOT Lanes; and (vii) connections from the southbound HOT Lanes to the eastbound and westbound lanes of the DTR/DAAR. (g) The improvements identified in Section 9.02(f) above may be considered a Department Project Enhancement or Department Change under Section 7.12, but shall not result in a Compensation Event or liability for Concessionaire Damages; provided, however, that a Department Change under Section 7.12 may be required if the Department chooses, at its sole cost and discretion, to undertake such improvements during the Work Period. The parties will agree, in connection with such a Department Change, on additional costs directly resulting from construction of the change, if any, for modification of the HOT Lanes in Virginia Project that may be required to enable the improvements contemplated in Section 9.02(f). (h) If any Regulatory Approvals require the construction of the flyover described in Section 9.02(f)(i) above, the Department accepts responsibility for the cost to develop, design, finance, construct, operate, and maintain the flyover and may issue a change order for such work to the Concessionaire. In such event, (1) the parties will agree to the terms of the change order ,

Project Enhancements by the Department. (a) Subject to Section 9.02(e) below, the The Department shall will have the right from time to time after the initial Service Commencement Date, at its sole cost and expense (unless the Concessionaire agrees to contribute funds for a Department Project Enhancement), to design, develop, construct, operate and maintain Department Project Enhancements. The Department shall will have the right to design, develop, construct, operate and maintain Department Project Enhancements through one or more of the following mechanisms, as the Department selects from time to time in its sole discretion: (i) use by the Department of its own personnel, materials and equipment; (ii) contracting with third parties through requests for proposals, competitive bids, negotiations or any other lawful procurement process; and (iii) authorizing and directing the Concessionaire, at the Department’s sole cost and expenseexpense (unless the Concessionaire agrees to contribute funds for a Department Project Enhancement), to undertake the Department Project Enhancements Enhancements, through subcontracting contracting for necessary traffic and revenue studies and for all necessary planning, design, engineering, permitting, financial, right-of-way acquisition services, Utility Relocation, construction, installation, project management, operation, maintenance, repair and other work and services; provided, that the Department will give the Concessionaire at least 60 Days’ written notice prior to initiating any procurement process referred to in clause (ii) above, during which time the Concessionaire will have the right, but not the obligation, to agree in writing to undertake the Department Project Enhancement on such terms and conditions as the Department and the Concessionaire will mutually agree upon; provided further, that if the Department and the Concessionaire fail to agree upon such terms and conditions within such 60 Day period, the Department will be entitled to proceed with any of the mechanisms set forth in clauses (i), (ii) and (iii) of this Section 12.02(a) and will have no further liability or obligation to the Concessionaire except as otherwise expressly provided in this Agreement. (b) If the Department authorizes and directs the Concessionaire to undertake a Department Project Enhancements Enhancement pursuant to Section 9.02(a)(iii) above12.02(a)(iii), then the Concessionairethen, in cooperation with the Department Department, as applicable, and subject to (1i) to the review and written approval by the Department in its sole discretion, discretion and (2ii) without limiting the Concessionaire’s right to claim additional Concessionaire Damages, the Department making available to the Concessionaire sufficient funds, through monthly progress payments for work performed and costs incurred (plus an amount not to exceed 10% of such costs to reimburse pay the Concessionaire for reasonable and 110 DMEAST #27287336 v26 documented costs of administering actually incurred to administer the work), including without limitation the costs of obtaining any Regulatory Governmental Approvals necessitated by such Department Project Enhancement, in order to perform the work required to design, construct, operate and maintain such Department Project Enhancement, shall have the right and obligation: (i) to solicit, negotiate, enter into and enforce performance of subcontracts for all necessary work and services as described Concessionaire will implement such Project Enhancement in Section 9.02(a)(iii) above; (ii) to obtain or cause to be obtained payment and performance bonds, insurance policies, guarantees, indemnities, revenue subsidies and other risk management and credit instruments as may be appropriate in connection accordance with the Department Project Enhancements; (iii) to use diligent efforts to cause all Regulatory Approvals to be obtained forterms and provisions of this Agreement, and thereafter cause to the Project Enhancement will be designed deemed a part of the Project and constructed, such Department Project Enhancements, will become subject to prior written approval all the terms and provisions of this Agreement as of the designs and plans therefor, and any changes thereto, by date the Department in its sole discretion; (iv) to show all such completed Department Project Enhancements on final, as-built plans and specifications submitted to the Department; and (v) after completion, to collect tolls (on behalf and for the account of the Department), manage, operate, maintain and repair such Department Project Enhancements, subject to the Department’s right at any time Concessionaire is required to assume such responsibility for all or any portion of such functionspursuant to this Section 12.02(b). (c) Notwithstanding the foregoing Section 9.02(a) and (b), but subject to Section 9.02(f), if the Department determines that additional traffic lanes on the Capital Beltway Corridor are in the State’s best interests, the Department shall consult with the Concessionaire as to an appropriate strategy to implement such additional traffic lanes on the Capital Beltway Corridor or, at the Department’s sole discretion, permit the construction of additional lanes as part of the Project with a view to minimizing any detrimental impact on the Project or its ability to generate Revenues, and the The Department will give the Concessionaire the opportunity to submit a proposal to construct new HOT Lanes or toll lanes at the Concessionaire’s sole cost as a Concessionaire Project Enhancement so long as the Concessionaire demonstrates that it has or can obtain all required Regulatory Approvals for such Project Enhancement with appropriate assistance from the Department. In the event that the Concessionaire determines not to pursue the construction of new HOT Lanes or toll lanes or the Department does not approve such Project Enhancement, and the Department adds Additional Traffic Lanes (whether general purpose or tolled), such Additional Traffic Lanes shall be a Department Project Enhancement. (d) The Department shall have unfettered rights to finance, develop, approve, expand, improve, modify, upgrade, add capacity to, reconstruct, renew and replace any existing and new transportation or other facilities. In no event shall the taking of any such action by the Department constitute a default by the Department under this Agreement. The Department shall also have the right, without liability (other than any obligation to pay any such compensation required hereby), to make discretionary and non-discretionary distributions of federal and other funds for any transportation projects (including any Additional Traffic Lanes) and programs, and the planning thereof, and exercise all of its authority to advise and recommend on transportation planning, development and funding, and to otherwise improve the GP Lanes and other roadways and structures within or adjacent to the Capital Beltway Corridor. (e) The Department shall have the right to enter upon the Project and the relevant rights of way for any purpose relating to Department Project Enhancements under this Section 9.02 12.02 to the extent reasonably necessary. If . (d) The Department will have the right at any time (and without liability to the Concessionaire for any damages it may suffer, except as otherwise expressly provided in this Agreement) to perform planned and emergency maintenance, renewal and replacement, safety and repair activities on existing and new facilities adjacent to or near the Project regardless of the impact of such activities on the Project; provided that (i) the Department elects shall use reasonable commercial efforts to develop keep the Concessionaire informed of planned maintenance, renewal and replacement and repair activities which can reasonably be foreseen to impact activities on the Project; (ii) the Department Project Enhancements without shall provide to the Concessionaire copies of and other information concerning the Department’s then current maintenance, renewal and replacement and repair program, upon the Concessionaire’s participation, then the Department shall coordinate such development with the Concessionaire so as to minimize reasonable request; and (iii) to the extent reasonably feasible it relates to Department Project Enhancements, the disruption provisions of Section 12.02 shall govern the Department’s liability to the Concessionaire’s operation and maintenance of the HOT Lanes and the generation of Toll RevenuesConcessionaire therefor. (f) The parties agree that the Department may, at its sole cost and discretion, develop, design, finance, construct, operate, and maintain the following improvements: (i) a flyover ramp from the northbound GP Lanes to westbound lanes along I-66; (ii) improvements to I-66 outside the Capital Beltway Corridor; (iii) improvements to the interchange of the GP Lanes and the Dulles Toll Road (the “DTR”); (iv) right hand ramps and flyovers from the northbound GP Lanes to the westbound lanes of the DTR; (v) ramps or flyovers from southbound GP Lanes to eastbound along the DTR; (vi) connections from DTR/Dulles Airport Access Road (the “DAAR”) westbound to the northbound and southbound HOT Lanes; and (vii) connections from the southbound HOT Lanes to the eastbound and westbound lanes of the DTR/DAAR. (g) The improvements identified in Section 9.02(f) above may be considered a Department Project Enhancement or Department Change under Section 7.12, but shall not result in a Compensation Event or liability for Concessionaire Damages; provided, however, that a Department Change under Section 7.12 may be required if the Department chooses, at its sole cost and discretion, to undertake such improvements during the Work Period. The parties will agree, in connection with such a Department Change, on additional costs directly resulting from construction of the change, if any, for modification of the HOT Lanes in Virginia Project that may be required to enable the improvements contemplated in Section 9.02(f). (h) If any Regulatory Approvals require the construction of the flyover described in Section 9.02(f)(i) above, the Department accepts responsibility for the cost to develop, design, finance, construct, operate, and maintain the flyover and may issue a change order for such work to the Concessionaire. In such event, (1) the parties will agree to the terms of the change order ,

Project Enhancements by the Department. ‌ (a) Subject to Section 9.02(e) below, the The Department shall will have the right from time to time after the Service Commencement DateProject Completion, at its sole cost and expense expense, to design, develop, construct, operate and maintain Department Project Enhancements. The Department shall will have the right to design, develop, construct, operate and maintain Department Project Enhancements through one or more of the following mechanisms, as the Department selects from time to time in its sole discretion:discretion:‌ (i) use by the Department of its own personnel, materials and equipment;equipment;‌ (ii) contracting with third parties through requests for proposals, competitive bids, negotiations or any other lawful procurement process; andprocess;‌ (iii) authorizing and directing the ConcessionaireDeveloper, at the Department’s sole cost and expense, to undertake the Department Project Enhancements Enhancements, through subcontracting contracting for necessary traffic and revenue studies and for all necessary planning, design, engineering, permitting, financial, right-of-way acquisition services, Utility Relocation, construction, installation, project management, operation, maintenance, repair and other work and services; and‌ Developer will mutually agree upon; provided further, that if the Department and the Developer fail to agree upon such terms and conditions within such 60 Day period, the Department will be entitled to proceed with any of the mechanisms set forth in clauses (i), (ii) and (iii) of this Section 12.02(a) and will have no further liability or obligation to the Developer except as otherwise expressly provided in this Agreement. (b) If the Department authorizes and directs the Concessionaire Developer to undertake a Department Project Enhancements Enhancement pursuant to Section 9.02(a)(iii) above12.02(a)(iii), then the Concessionairethen, in cooperation with the Department Department, as applicable, and subject to (1i) to the review and written approval by the Department in its sole discretion, discretion and (2ii) without limiting the Developer’s right to claim additional Developer Damages, the Department making available to the Concessionaire Developer sufficient funds, through monthly progress payments for work performed and costs incurred (plus an amount not to exceed 10% of such Developer costs to reimburse pay the Concessionaire Developer for reasonable and documented costs of administering actually incurred to administer the work), including without limitation the costs of obtaining any Regulatory Governmental Approvals necessitated by such Department Project Enhancement, in order to perform the work required to design, construct, operate and maintain such Department Project Enhancement, shall have the right and obligation: (i) to solicit, negotiate, enter into and enforce performance of subcontracts for all necessary work and services as described Developer will implement such Project Enhancement in Section 9.02(a)(iii) above; (ii) to obtain or cause to be obtained payment and performance bonds, insurance policies, guarantees, indemnities, revenue subsidies and other risk management and credit instruments as may be appropriate in connection accordance with the Department Project Enhancements; (iii) to use diligent efforts to cause all Regulatory Approvals to be obtained forterms and provisions of this Agreement, and thereafter cause to the Project Enhancement will be designed deemed a part of the Project and constructed, such Department Project Enhancements, will become subject to prior written approval all the terms and provisions of this Agreement as of the designs and plans therefor, and any changes thereto, by date the Department in its sole discretion; (iv) to show all such completed Department Project Enhancements on final, as-built plans and specifications submitted to the Department; and (v) after completion, to collect tolls (on behalf and for the account of the Department), manage, operate, maintain and repair such Department Project Enhancements, subject to the Department’s right at any time Developer is required to assume such responsibility for all or any portion of such functions.pursuant to this Section 12.02(b).‌ (c) Notwithstanding the foregoing Section 9.02(a) and (b), but subject to Section 9.02(f), if the Department determines that additional traffic lanes on the Capital Beltway Corridor are in the State’s best interests, the Department shall consult with the Concessionaire as to an appropriate strategy to implement such additional traffic lanes on the Capital Beltway Corridor or, at the Department’s sole discretion, permit the construction of additional lanes as part of the Project with a view to minimizing any detrimental impact on the Project or its ability to generate Revenues, and the The Department will give the Concessionaire the opportunity to submit a proposal to construct new HOT Lanes or toll lanes at the Concessionaire’s sole cost as a Concessionaire Project Enhancement so long as the Concessionaire demonstrates that it has or can obtain all required Regulatory Approvals for such Project Enhancement with appropriate assistance from the Department. In the event that the Concessionaire determines not to pursue the construction of new HOT Lanes or toll lanes or the Department does not approve such Project Enhancement, and the Department adds Additional Traffic Lanes (whether general purpose or tolled), such Additional Traffic Lanes shall be a Department Project Enhancement. (d) The Department shall have unfettered rights to finance, develop, approve, expand, improve, modify, upgrade, add capacity to, reconstruct, renew and replace any existing and new transportation or other facilities. In no event shall the taking of any such action by the Department constitute a default by the Department under this Agreement. The Department shall also have the right, without liability (other than any obligation to pay any such compensation required hereby), to make discretionary and non-discretionary distributions of federal and other funds for any transportation projects (including any Additional Traffic Lanes) and programs, and the planning thereof, and exercise all of its authority to advise and recommend on transportation planning, development and funding, and to otherwise improve the GP Lanes and other roadways and structures within or adjacent to the Capital Beltway Corridor. (e) The Department shall have the right to enter upon the Project and the relevant rights of way for any purpose relating to Department Project Enhancements under this Section 9.02 12.02. (d) The Department will have the right at any time (and without liability to the Developer for any damages it may suffer, except as otherwise expressly provided in this Agreement) to perform planned and emergency maintenance, renewal and replacement, safety and repair activities on existing and new facilities adjacent to or near the Project regardless of the impact of such activities on the Project; provided that (i) the Department will use reasonable commercial efforts to keep the Developer informed of planned maintenance, renewal and replacement and repair activities which can reasonably be foreseen to impact activities on the Project;‌ (ii) the Department will provide to the Developer copies of and other information concerning the Department’s then current maintenance, renewal and replacement and repair program, upon the Developer’s reasonable request; and (iii) to the extent reasonably necessary. it relates to Department Project Enhancements, the provisions of Section 12.02 will govern the Department’s liability to the Developer therefor.‌ (e) If the Department elects to develop Department Project Enhancements without the Concessionaire’s participation, then the Department shall coordinate such development with the Concessionaire so as to minimize to the extent reasonably feasible the disruption to the Concessionaire’s operation and maintenance of the HOT Lanes and the generation of Toll Revenues. (f) The parties Developer jointly agree that the Department may, at its sole cost and discretion, develop, design, finance, construct, operate, and maintain the following improvements: (i) a flyover ramp from the northbound GP Lanes to westbound lanes along I-66; (ii) improvements to I-66 outside the Capital Beltway Corridor; (iii) improvements to the interchange of the GP Lanes and the Dulles Toll Road (the “DTR”); (iv) right hand ramps and flyovers from the northbound GP Lanes to the westbound lanes of the DTR; (v) ramps or flyovers from southbound GP Lanes to eastbound along the DTR; (vi) connections from DTR/Dulles Airport Access Road (the “DAAR”) westbound to the northbound and southbound HOT Lanes; and (vii) connections from the southbound HOT Lanes to the eastbound and westbound lanes of the DTR/DAAR. (g) The improvements identified in Section 9.02(f) above may be considered a Department Project Enhancement or Department Change under Section 7.12, but shall not result in a Compensation Event or liability for Concessionaire Damages; provided, however, that a Department Change under Section 7.12 may be required if the Department chooses, at its sole cost and discretion, to undertake such improvements during the Work Period. The parties will agreeProject Enhancements, in connection with such a Department Change, on additional costs directly resulting from construction of the change, if any, for modification of the HOT Lanes in Virginia Project that may be required to enable the improvements contemplated in Section 9.02(f). (h) If any Regulatory Approvals require the construction of the flyover described in Section 9.02(f)(i) above, the Department accepts responsibility for the cost to develop, design, finance, construct, operate, and maintain the flyover and may issue a change order for such work to the Concessionaire. In such event, (1) the parties will agree amend this Agreement as appropriate to reflect the terms of the change order ,joint Project Enhancements and payment mechanisms thereof.

Project Enhancements by the Department. (a) Subject to Section 9.02(e) below, the The Department shall will have the right from time to time after the Service Commencement DateProject Completion, at its sole cost and expense expense, to design, develop, construct, operate and maintain Department Project Enhancements. The Department shall will have the right to design, develop, construct, operate and maintain Department Project Enhancements through one or more of the following mechanisms, as the Department selects from time to time in its sole discretion: (i) use by the Department of its own personnel, materials and equipment; (ii) contracting with third parties through requests for proposals, competitive bids, negotiations or any other lawful procurement process; and; (iii) authorizing and directing the ConcessionaireDeveloper, at the Department’s sole cost and expense, to undertake the Department Project Enhancements Enhancements, through subcontracting contracting for necessary traffic and revenue studies and for all necessary planning, design, engineering, permitting, financial, right-of-way acquisition services, Utility Relocation, construction, installation, project management, operation, maintenance, repair and other work and services; and provided, that the Department will give the Developer at least 60 Days’ written notice prior to initiating any procurement process referred to in clause (ii) above, during which time the Developer will have the right, but not the obligation, to agree in writing to undertake the Department Project Enhancement on such terms and conditions as the Department and the Developer will mutually agree upon; provided further, that if the Department and the Developer fail to agree upon such terms and conditions within such 60 Day period, the Department will be entitled to proceed with any of the mechanisms set forth in clauses (i), (ii) and (iii) of this Section 12.02(a) and will have no further liability or obligation to the Developer except as otherwise expressly provided in this Agreement. (b) If the Department authorizes and directs the Concessionaire Developer to undertake a Department Project Enhancements Enhancement pursuant to Section 9.02(a)(iii) above12.02(a)(iii), then the Concessionairethen, in cooperation with the Department Department, as applicable, and subject to (1i) to the review and written approval by the Department in its sole discretion, discretion and (2ii) without limiting the Developer’s right to claim additional Developer Damages, the Department making available to the Concessionaire Developer sufficient funds, through monthly progress payments for work performed and costs incurred (plus an amount not to exceed 10% of such costs to reimburse pay the Concessionaire Developer for reasonable and documented costs of administering actually incurred to administer the work), including without limitation the costs of obtaining any Regulatory Governmental Approvals necessitated by such Department Project Enhancement, in order to perform the work required to design, construct, operate and maintain such Department Project Enhancement, shall have the right and obligation: (i) to solicit, negotiate, enter into and enforce performance of subcontracts for all necessary work and services as described Developer will implement such Project Enhancement in Section 9.02(a)(iii) above; (ii) to obtain or cause to be obtained payment and performance bonds, insurance policies, guarantees, indemnities, revenue subsidies and other risk management and credit instruments as may be appropriate in connection accordance with the Department Project Enhancements; (iii) to use diligent efforts to cause all Regulatory Approvals to be obtained forterms and provisions of this Agreement, and thereafter cause to the Project Enhancement will be designed deemed a part of the Project and constructed, such Department Project Enhancements, will become subject to prior written approval all the terms and provisions of this Agreement as of the designs and plans therefor, and any changes thereto, by date the Department in its sole discretion; (iv) to show all such completed Department Project Enhancements on final, as-built plans and specifications submitted to the Department; and (v) after completion, to collect tolls (on behalf and for the account of the Department), manage, operate, maintain and repair such Department Project Enhancements, subject to the Department’s right at any time Developer is required to assume such responsibility for all or any portion of such functionspursuant to this Section 12.02(b). (c) Notwithstanding the foregoing Section 9.02(a) and (b), but subject to Section 9.02(f), if the Department determines that additional traffic lanes on the Capital Beltway Corridor are in the State’s best interests, the Department shall consult with the Concessionaire as to an appropriate strategy to implement such additional traffic lanes on the Capital Beltway Corridor or, at the Department’s sole discretion, permit the construction of additional lanes as part of the Project with a view to minimizing any detrimental impact on the Project or its ability to generate Revenues, and the The Department will give the Concessionaire the opportunity to submit a proposal to construct new HOT Lanes or toll lanes at the Concessionaire’s sole cost as a Concessionaire Project Enhancement so long as the Concessionaire demonstrates that it has or can obtain all required Regulatory Approvals for such Project Enhancement with appropriate assistance from the Department. In the event that the Concessionaire determines not to pursue the construction of new HOT Lanes or toll lanes or the Department does not approve such Project Enhancement, and the Department adds Additional Traffic Lanes (whether general purpose or tolled), such Additional Traffic Lanes shall be a Department Project Enhancement. (d) The Department shall have unfettered rights to finance, develop, approve, expand, improve, modify, upgrade, add capacity to, reconstruct, renew and replace any existing and new transportation or other facilities. In no event shall the taking of any such action by the Department constitute a default by the Department under this Agreement. The Department shall also have the right, without liability (other than any obligation to pay any such compensation required hereby), to make discretionary and non-discretionary distributions of federal and other funds for any transportation projects (including any Additional Traffic Lanes) and programs, and the planning thereof, and exercise all of its authority to advise and recommend on transportation planning, development and funding, and to otherwise improve the GP Lanes and other roadways and structures within or adjacent to the Capital Beltway Corridor. (e) The Department shall have the right to enter upon the Project and the relevant rights of way for any purpose relating to Department Project Enhancements under this Section 9.02 12.02. (d) The Department will have the right at any time (and without liability to the Developer for any damages it may suffer, except as otherwise expressly provided in this Agreement) to perform planned and emergency maintenance, renewal and replacement, safety and repair activities on existing and new facilities adjacent to or near the Project regardless of the impact of such activities on the Project; provided that (i) the Department will use reasonable commercial efforts to keep the Developer informed of planned maintenance, renewal and replacement and repair activities which can reasonably be foreseen to impact activities on the Project; (ii) the Department will provide to the Developer copies of and other information concerning the Department’s then current maintenance, renewal and replacement and repair program, upon the Developer’s reasonable request; and (iii) to the extent reasonably necessary. it relates to Department Project Enhancements, the provisions of Section 12.02 will govern the Department’s liability to the Developer therefor. (e) If the Department elects to develop Department Project Enhancements without the Concessionaire’s participation, then the Department shall coordinate such development with the Concessionaire so as to minimize to the extent reasonably feasible the disruption to the Concessionaire’s operation and maintenance of the HOT Lanes and the generation of Toll Revenues. (f) The parties Developer jointly agree that the Department may, at its sole cost and discretion, develop, design, finance, construct, operate, and maintain the following improvements: (i) a flyover ramp from the northbound GP Lanes to westbound lanes along I-66; (ii) improvements to I-66 outside the Capital Beltway Corridor; (iii) improvements to the interchange of the GP Lanes and the Dulles Toll Road (the “DTR”); (iv) right hand ramps and flyovers from the northbound GP Lanes to the westbound lanes of the DTR; (v) ramps or flyovers from southbound GP Lanes to eastbound along the DTR; (vi) connections from DTR/Dulles Airport Access Road (the “DAAR”) westbound to the northbound and southbound HOT Lanes; and (vii) connections from the southbound HOT Lanes to the eastbound and westbound lanes of the DTR/DAAR. (g) The improvements identified in Section 9.02(f) above may be considered a Department Project Enhancement or Department Change under Section 7.12, but shall not result in a Compensation Event or liability for Concessionaire Damages; provided, however, that a Department Change under Section 7.12 may be required if the Department chooses, at its sole cost and discretion, to undertake such improvements during the Work Period. The parties will agreeProject Enhancements, in connection with such a Department Change, on additional costs directly resulting from construction of the change, if any, for modification of the HOT Lanes in Virginia Project that may be required to enable the improvements contemplated in Section 9.02(f). (h) If any Regulatory Approvals require the construction of the flyover described in Section 9.02(f)(i) above, the Department accepts responsibility for the cost to develop, design, finance, construct, operate, and maintain the flyover and may issue a change order for such work to the Concessionaire. In such event, (1) the parties will agree amend this Agreement as appropriate to reflect the terms of the change order ,joint Project Enhancements and payment mechanisms thereof.

Project Enhancements by the Department. ‌ (a) Subject to Section 9.02(e) below, the The Department shall will have the right from time to time after the Service Commencement DateProject Completion, at its sole cost and expense expense, to design, develop, construct, operate and maintain Department Project Enhancements. The Department shall will have the right to design, develop, construct, operate and maintain Department Project Enhancements through one or more of the following mechanisms, as the Department selects from time to time in its sole discretion:discretion:‌ (i) use by the Department of its own personnel, materials and equipment;equipment;‌ (ii) contracting with third parties through requests for proposals, competitive bids, negotiations or any other lawful procurement process; andprocess;‌ (iii) authorizing and directing the ConcessionaireDeveloper, at the Department’s sole cost and expense, to undertake the Department Project Enhancements Enhancements, through subcontracting contracting for necessary traffic and revenue studies and for all necessary planning, design, engineering, engineering,‌ permitting, financial, right-of-way acquisition services, Utility Relocation, construction, installation, project management, operation, maintenance, repair and other work and services; and provided, that the Department will give the Developer at least 60 Days’ written notice prior to initiating any procurement process referred to in clause (ii) above, during which time the Developer will have the right, but not the obligation, to agree in writing to undertake the Department Project Enhancement on such terms and conditions as the Department and the Developer will mutually agree upon; provided further, that if the Department and the Developer fail to agree upon such terms and conditions within such 60 Day period, the Department will be entitled to proceed with any of the mechanisms set forth in clauses (i), (ii) and (iii) of this Section 12.02(a) and will have no further liability or obligation to the Developer except as otherwise expressly provided in this Agreement. (b) If the Department authorizes and directs the Concessionaire Developer to undertake a Department Project Enhancements Enhancement pursuant to Section 9.02(a)(iii) above12.02(a)(iii), then the Concessionairethen, in cooperation with the Department Department, as applicable, and subject to (1i) to the review and written approval by the Department in its sole discretion, discretion and (2ii) without limiting the Developer’s right to claim additional Developer Damages, the Department making available to the Concessionaire Developer sufficient funds, through monthly progress payments for work performed and costs incurred (plus an amount not to exceed 10% of such Developer costs to reimburse pay the Concessionaire Developer for reasonable and documented costs of administering actually incurred to administer the work), including without limitation the costs of obtaining any Regulatory Governmental Approvals necessitated by such Department Project Enhancement, in order to perform the work required to design, construct, operate and maintain such Department Project Enhancement, shall have the right and obligation: (i) to solicit, negotiate, enter into and enforce performance of subcontracts for all necessary work and services as described Developer will implement such Project Enhancement in Section 9.02(a)(iii) above; (ii) to obtain or cause to be obtained payment and performance bonds, insurance policies, guarantees, indemnities, revenue subsidies and other risk management and credit instruments as may be appropriate in connection accordance with the Department Project Enhancements; (iii) to use diligent efforts to cause all Regulatory Approvals to be obtained forterms and provisions of this Agreement, and thereafter cause to the Project Enhancement will be designed deemed a part of the Project and constructed, such Department Project Enhancements, will become subject to prior written approval all the terms and provisions of this Agreement as of the designs and plans therefor, and any changes thereto, by date the Department in its sole discretion; (iv) to show all such completed Department Project Enhancements on final, as-built plans and specifications submitted to the Department; and (v) after completion, to collect tolls (on behalf and for the account of the Department), manage, operate, maintain and repair such Department Project Enhancements, subject to the Department’s right at any time Developer is required to assume such responsibility for all or any portion of such functions.pursuant to this Section 12.02(b).‌ (c) Notwithstanding the foregoing Section 9.02(a) and (b), but subject to Section 9.02(f), if the Department determines that additional traffic lanes on the Capital Beltway Corridor are in the State’s best interests, the Department shall consult with the Concessionaire as to an appropriate strategy to implement such additional traffic lanes on the Capital Beltway Corridor or, at the Department’s sole discretion, permit the construction of additional lanes as part of the Project with a view to minimizing any detrimental impact on the Project or its ability to generate Revenues, and the The Department will give the Concessionaire the opportunity to submit a proposal to construct new HOT Lanes or toll lanes at the Concessionaire’s sole cost as a Concessionaire Project Enhancement so long as the Concessionaire demonstrates that it has or can obtain all required Regulatory Approvals for such Project Enhancement with appropriate assistance from the Department. In the event that the Concessionaire determines not to pursue the construction of new HOT Lanes or toll lanes or the Department does not approve such Project Enhancement, and the Department adds Additional Traffic Lanes (whether general purpose or tolled), such Additional Traffic Lanes shall be a Department Project Enhancement. (d) The Department shall have unfettered rights to finance, develop, approve, expand, improve, modify, upgrade, add capacity to, reconstruct, renew and replace any existing and new transportation or other facilities. In no event shall the taking of any such action by the Department constitute a default by the Department under this Agreement. The Department shall also have the right, without liability (other than any obligation to pay any such compensation required hereby), to make discretionary and non-discretionary distributions of federal and other funds for any transportation projects (including any Additional Traffic Lanes) and programs, and the planning thereof, and exercise all of its authority to advise and recommend on transportation planning, development and funding, and to otherwise improve the GP Lanes and other roadways and structures within or adjacent to the Capital Beltway Corridor. (e) The Department shall have the right to enter upon the Project and the relevant rights of way for any purpose relating to Department Project Enhancements under this Section 9.02 12.02. (d) The Department will have the right at any time (and without liability to the Developer for any damages it may suffer, except as otherwise expressly provided in this Agreement) to perform planned and emergency maintenance, renewal and replacement, safety and repair activities on existing and new facilities adjacent to or near the Project regardless of the impact of such activities on the Project; provided that (i) the Department will use reasonable commercial efforts to keep the Developer informed of planned maintenance, renewal and replacement and repair activities which can reasonably be foreseen to impact activities on the Project;‌ (ii) the Department will provide to the Developer copies of and other information concerning the Department’s then current maintenance, renewal and replacement and repair program, upon the Developer’s reasonable request; and (iii) to the extent reasonably necessary. it relates to Department Project Enhancements, the provisions of Section 12.02 will govern the Department’s liability to the Developer therefor.‌ (e) If the Department elects to develop Department Project Enhancements without the Concessionaire’s participation, then the Department shall coordinate such development with the Concessionaire so as to minimize to the extent reasonably feasible the disruption to the Concessionaire’s operation and maintenance of the HOT Lanes and the generation of Toll Revenues. (f) The parties Developer jointly agree that the Department may, at its sole cost and discretion, develop, design, finance, construct, operate, and maintain the following improvements: (i) a flyover ramp from the northbound GP Lanes to westbound lanes along I-66; (ii) improvements to I-66 outside the Capital Beltway Corridor; (iii) improvements to the interchange of the GP Lanes and the Dulles Toll Road (the “DTR”); (iv) right hand ramps and flyovers from the northbound GP Lanes to the westbound lanes of the DTR; (v) ramps or flyovers from southbound GP Lanes to eastbound along the DTR; (vi) connections from DTR/Dulles Airport Access Road (the “DAAR”) westbound to the northbound and southbound HOT Lanes; and (vii) connections from the southbound HOT Lanes to the eastbound and westbound lanes of the DTR/DAAR. (g) The improvements identified in Section 9.02(f) above may be considered a Department Project Enhancement or Department Change under Section 7.12, but shall not result in a Compensation Event or liability for Concessionaire Damages; provided, however, that a Department Change under Section 7.12 may be required if the Department chooses, at its sole cost and discretion, to undertake such improvements during the Work Period. The parties will agreeProject Enhancements, in connection with such a Department Change, on additional costs directly resulting from construction of the change, if any, for modification of the HOT Lanes in Virginia Project that may be required to enable the improvements contemplated in Section 9.02(f). (h) If any Regulatory Approvals require the construction of the flyover described in Section 9.02(f)(i) above, the Department accepts responsibility for the cost to develop, design, finance, construct, operate, and maintain the flyover and may issue a change order for such work to the Concessionaire. In such event, (1) the parties will agree amend this Agreement as appropriate to reflect the terms of the change order ,joint Project Enhancements and payment mechanisms thereof.