Common use of Prosecution of Insurance Claims Clause in Contracts

Prosecution of Insurance Claims. 3.4.16.1 Unless otherwise directed by TxDOT in writing with respect to TxDOT’s insurance claims, DB Contractor shall be responsible for reporting and processing all potential claims by TxDOT or DB Contractor against the insurance policies required hereunder. DB Contractor agrees to report timely to the insurer(s) under such insurance policies any and all matters that may give rise to an insurance claim by DB Contractor or TxDOT or another Indemnified Party and to promptly and diligently pursue such insurance claims in accordance with the claims procedures specified in such insurance policies, whether for defense or indemnity or both. DB Contractor shall enforce all legal rights against the insurer under the applicable insurance policies and applicable Laws in order to collect thereon, including pursuing necessary litigation and enforcement of judgments, provided that DB Contractor shall be deemed to have satisfied this obligation if a judgment is not collectible through the exercise of lawful and diligent means. 3.4.16.2 TxDOT agrees to promptly notify DB Contractor of TxDOT’s incidents, potential claims against TxDOT, and matters that may give rise to an insurance claim against TxDOT, to tender to the insurer TxDOT’s defense of the claim under such insurance policies, and to cooperate with DB Contractor as necessary for DB Contractor to fulfill its duties hereunder. DB Contractor shall ensure that, to the extent covered by DB Contractor’s policies: (a) For claims and suits that DB Contractor’s insurer reasonably estimates to be within the limits of its available coverage, DB Contractor or its insurer shall communicate and coordinate the defense strategy with TxDOT and the Texas Office of the Attorney General and shall ensure that the insurer does not agree to any settlement without first obtaining the concurrence of the Texas Office of the Attorney General. TxDOT and the Texas Office of the Attorney General shall not unreasonably withhold consent to the strategy and plan communicated by DB Contractor or its insurer to TxDOT and the Texas Office of the Attorney General. Nor shall TxDOT and the Texas Office of the Attorney General unreasonably withhold consent to settlements and compromises proposed by DB Contractor or its insurers that fall within the limits of insurance provided by such insurers. (b) For claims and suits that DB Contractor’s insurer reasonably estimates to be in excess of the available insurance provided by DB Contractor’s insurers, and implicating the potential for damages that are the financial liability or responsibility of TxDOT or the State of Texas, DB Contractor shall ensure that the defense of the claim is coordinated by the insurer with TxDOT and the Texas Office of the Attorney General and shall ensure that DB Contractor’s insurer does not agree to any settlement in excess of DB Contractor’s insurer’s limits of liability without first obtaining the concurrence of the Texas Office of the Attorney General. 3.4.16.3 If in any instance DB Contractor has not performed its obligations respecting insurance set forth in this Capital Maintenance Contract or is unable to enforce and collect any such insurance for failure to assert claims in accordance with the terms of the insurance policies or to prosecute claims diligently, then for purposes of determining DB Contractor’s liability and the limits thereon or determining reductions in compensation due from TxDOT to DB Contractor on account of available insurance, DB Contractor shall be treated as if it has elected to self-insure up to the full amount of insurance coverage that would have been available had DB Contractor performed such obligations and not committed such failure. Nothing in the CMC Documents shall be construed to treat DB Contractor as electing to self-insure where DB Contractor is unable to collect due to the bankruptcy or insolvency of any insurer that at the time the insurance policy is written meets the rating qualifications set forth in this Section 3.4. 3.4.16.4 If in any instance DB Contractor has not promptly performed its obligation to report to applicable insurers and process any potential insurance claim tendered by TxDOT or another Indemnified Party, then TxDOT or the other Indemnified Party may, but is not obligated to: (i) notify DB Contractor in writing of TxDOT’s intent to report the claim directly with the insurer and thereafter process the claim; and (ii) proceed with reporting and processing the claim if TxDOT or the other Indemnified Party does not receive from DB Contractor, within ten days after so notifying DB Contractor, written proof that DB Contractor has reported the claim directly to the insurer. TxDOT or the other Indemnified Party may dispense with such notice to DB Contractor if TxDOT or the other Indemnified Party has a good faith belief that more rapid reporting is needed to preserve the claim. 3.4.16.5 All insurance proceeds received by DB Contractor for any insured loss under the builder’s risk insurance policies required by this Capital Maintenance Contract in excess of $10,000,000 shall be paid into a separate insurance proceeds account and shall be held in trust for the purposes of, and to be applied in accordance with, this Capital Maintenance Contract.

Prosecution of Insurance Claims. 3.4.16.1 9.2.1 Unless otherwise directed by TxDOT in writing with respect to TxDOT’s insurance claims, DB Contractor shall be responsible for reporting and processing all potential claims by TxDOT or DB Contractor against the insurance policies required hereunder. DB Contractor agrees to report timely to the insurer(s) under such insurance policies any and all matters that may give rise to an insurance claim by DB Contractor or TxDOT or another Indemnified Party and to promptly and diligently pursue such insurance claims in accordance with the claims procedures specified in such insurance policies, whether for defense or indemnity or both. DB Contractor shall enforce all legal rights against the insurer under the applicable insurance policies and applicable Laws in order to collect thereon, including pursuing necessary litigation and enforcement of judgments, provided that DB Contractor shall be deemed to have satisfied this obligation if a judgment is not collectible through the exercise of lawful and diligent means.’s 3.4.16.2 9.2.2 TxDOT agrees to promptly notify DB Contractor of TxDOT’s incidents, potential claims against TxDOT, and matters that may give rise to an insurance claim against TxDOT, to tender to the insurer TxDOT’s defense of the claim under such insurance policies, and to cooperate with DB Contractor as necessary for DB Contractor to fulfill its duties hereunder. DB Contractor shall ensure that, to the extent covered by DB Contractor’s policies:, (a) 9.2.2.1 For claims and suits that which DB Contractor’s insurer reasonably estimates to be within the limits of its available coverage, DB Contractor or its insurer shall communicate and coordinate the defense strategy with TxDOT and the Texas Office of the Attorney General and shall ensure that the insurer does not agree to any settlement without first obtaining the concurrence of the Texas Office of the Attorney General. TxDOT and the Texas Office of the Attorney General shall not unreasonably withhold consent to the strategy and plan communicated by DB Contractor or its insurer to TxDOT and the Texas Office of the Attorney General. Nor shall TxDOT and the Texas Office of the Attorney General unreasonably withhold consent to settlements and compromises proposed by DB Contractor or its insurers that fall within the limits of insurance provided by such insurers. (b) 9.2.2.2 For claims and suits that which DB Contractor’s insurer reasonably estimates to be in excess of the available insurance provided by DB Contractor’s insurers, and implicating the potential for damages that are the financial liability or responsibility of TxDOT or the State of Texas, DB Contractor shall ensure that the defense of the claim is coordinated by the insurer with TxDOT and the Texas Office of the Attorney General and shall ensure that DB Contractor’s insurer does not agree to any settlement in excess of DB Contractor’s insurer’s limits of liability without first obtaining the concurrence of the Texas Office of the Attorney General. 3.4.16.3 9.2.3 If in any instance DB Contractor has not performed its obligations respecting insurance set forth in this Capital Maintenance Contract or is unable to enforce and collect any such insurance for failure to assert claims in accordance with the terms of the insurance policies or to prosecute claims diligently, then for purposes of determining DB Contractor’s liability and the limits thereon or determining reductions in compensation due from TxDOT to DB Contractor on account of available insurance, DB Contractor shall be treated as if it has elected to self-insure up to the full amount of insurance coverage that would have been available had DB Contractor performed such obligations and not committed such failure. Nothing in the CMC Documents shall be construed to treat DB Contractor as electing to self-insure where DB Contractor is unable to collect due to the bankruptcy or insolvency of any insurer that at the time the insurance policy is written meets the rating qualifications set forth in this Section 3.4.obligations 3.4.16.4 9.2.4 If in any instance DB Contractor has not promptly performed its obligation to report to applicable insurers and process any potential insurance claim tendered by TxDOT or another Indemnified Party, then TxDOT or the other Indemnified Party may, but is not obligated to: (i) notify DB Contractor in writing of TxDOT’s intent to report the claim directly with the insurer and thereafter process the claim; and (ii) proceed with reporting and processing the claim if TxDOT or the other Indemnified Party does not receive from DB Contractor, within ten days after so notifying DB Contractor, written proof that DB Contractor has reported the claim directly to the insurer. TxDOT or the other Indemnified Party may dispense with such notice to DB Contractor if TxDOT or the other Indemnified Party has a good faith belief that more rapid reporting is needed to preserve the claim.obligation 3.4.16.5 9.2.5 All insurance proceeds received by DB Contractor for any insured loss under the builder’s risk insurance policies required by this Capital Maintenance Contract in excess of $10,000,000 shall be paid into a separate insurance proceeds account and shall be held in trust for the purposes of, and to be applied in accordance with, this Capital Maintenance Contract.loss

Prosecution of Insurance Claims. 3.4.16.1 7.4.1 Unless otherwise directed by TxDOT in writing with respect to TxDOT’s insurance claims, DB Maintenance Contractor shall be responsible for reporting and processing all potential claims by TxDOT or DB Maintenance Contractor against the insurance policies required hereunder. DB Maintenance Contractor agrees to report timely to the insurer(s) under such insurance policies any and all matters that which may give rise to an insurance claim by DB Maintenance Contractor or TxDOT or another Indemnified Party and to promptly and diligently pursue such insurance claims in accordance with the claims procedures specified in such insurance policies, whether for defense or indemnity or both. DB Maintenance Contractor shall enforce all legal rights against the insurer under the applicable insurance policies and applicable Laws in order to collect thereon, including pursuing necessary litigation and enforcement of judgments, provided that DB Maintenance Contractor shall be deemed to have satisfied this obligation if a judgment is not collectible through the exercise of lawful and diligent means. 3.4.16.2 7.4.2 TxDOT agrees to promptly notify DB Maintenance Contractor of TxDOT’s incidents, potential claims against TxDOT, and matters that which may give rise to an insurance claim against TxDOT, to tender to the insurer TxDOT’s defense of the claim under such insurance policies, and to cooperate with DB Maintenance Contractor as necessary for DB Maintenance Contractor to fulfill its duties hereunder. DB Maintenance Contractor shall ensure that, to the extent covered by DB Maintenance Contractor’s policiesinsurance: (a) For claims and suits that DB which Maintenance Contractor’s insurer reasonably estimates to be within the limits of its available coverage, DB Maintenance Contractor or its insurer shall communicate and coordinate the defense strategy with TxDOT and the Texas Office of the Attorney General and shall ensure that the insurer does not agree to any settlement without first obtaining the concurrence of the Texas Office of the Attorney General. TxDOT and the Texas Office of the Attorney General shall not unreasonably withhold consent to the strategy and plan communicated by DB the Maintenance Contractor or its insurer to TxDOT and the Texas Office of the Attorney General. Nor shall TxDOT and the Texas Office of the Attorney General unreasonably withhold consent to settlements and compromises proposed by DB Maintenance Contractor or its insurers that which fall within the limits of insurance provided by such insurers. (b) For claims and or suits that DB which Maintenance Contractor’s insurer reasonably estimates to be in excess of the available insurance provided by DB Maintenance Contractor’s insurers, and implicating the potential for damages that which are the financial liability or responsibility of TxDOT or the State of Texas, DB Maintenance Contractor shall ensure that the defense of the claim is coordinated by the insurer with TxDOT and the Texas Office of the Attorney General and shall ensure that DB Maintenance Contractor’s insurer does not agree to any settlement in excess of DB Maintenance Contractor’s insurer’s limits of liability without first obtaining the concurrence of the Texas Office of the Attorney General. 3.4.16.3 7.4.3 If in any instance DB Maintenance Contractor has not performed its obligations respecting insurance set forth in this Capital Comprehensive Maintenance Contract Agreement or is unable to enforce and collect any such insurance for failure to assert claims in accordance with the terms of the insurance policies or to prosecute claims diligently, then for purposes of determining DB Maintenance Contractor’s liability and the limits thereon or determining reductions in compensation due from TxDOT to DB Maintenance Contractor on account of available insurance, DB Maintenance Contractor shall be treated as if it has elected to self-insure up to the full amount of insurance coverage that which would have been available had DB Maintenance Contractor performed such obligations and not committed such failure. Nothing in the CMC COMA Documents shall be construed to treat DB Maintenance Contractor as electing to self-insure where DB Maintenance Contractor is unable to collect due to the bankruptcy or insolvency of any insurer that which at the time the insurance policy is written meets the rating qualifications set forth in this Section 3.47.3.1. 3.4.16.4 7.4.4 If in any instance DB Maintenance Contractor has not promptly performed its obligation to report to applicable insurers and process any potential insurance claim tendered by TxDOT or another Indemnified Party, then TxDOT or the other Indemnified Party may, but is not obligated to: (ia) notify DB Maintenance Contractor in writing of TxDOT’s intent to report the claim directly with the insurer and thereafter process the claim; and (iib) proceed with reporting and processing the claim if TxDOT or the other Indemnified Party does not receive from DB Maintenance Contractor, within ten days after so notifying DB Maintenance Contractor, written proof that DB Maintenance Contractor has reported the claim directly to the insurer. TxDOT or the other Indemnified Party may dispense with such notice to DB Maintenance Contractor if TxDOT or the other Indemnified Party has a good faith belief that more rapid reporting is needed to preserve the claim. 3.4.16.5 All insurance proceeds received 7.4.5 Unless otherwise directed by DB TxDOT in writing, Maintenance Contractor for any insured loss under the builder’s risk insurance policies required by this Capital Maintenance Contract in excess of $10,000,000 shall be paid into a separate responsible for reporting and processing all potential claims by TxDOT or Maintenance Contractor against the insurance proceeds account required to be provided under Section 7.3. Maintenance Contractor agrees to report timely to the insurer(s) any and shall be held in trust all matters which may give rise to an insurance claim and to promptly and diligently pursue any and all insurance claims on behalf of TxDOT, whether for defense or indemnity or both. TxDOT agrees to promptly notify Maintenance Contractor of TxDOT’s incidents, potential claims, and matters which may give rise to an insurance claim by TxDOT, to tender its defense or the purposes ofclaim to Maintenance Contractor, and to be applied in accordance with, this Capital cooperate with Maintenance ContractContractor as necessary for Maintenance Contractor to fulfill its duties hereunder.

Prosecution of Insurance Claims. 3.4.16.1 3.3.16.1 Unless otherwise directed by TxDOT in writing with respect to TxDOT’s insurance claims, DB Contractor shall be responsible for reporting and processing all potential claims by TxDOT or DB Contractor against the insurance policies required hereunder. DB Contractor agrees to report timely to the insurer(s) insurers under such insurance policies any and all matters that may give rise to an insurance claim by DB Contractor or TxDOT or another Indemnified Party and to promptly and diligently pursue such insurance claims in accordance with the claims procedures specified in such insurance policies, whether for defense or indemnity or both. DB Contractor shall enforce all legal rights against the insurer under the applicable insurance policies and applicable Laws in order to collect thereon, including pursuing necessary litigation and enforcement of judgments, provided that DB Contractor shall be deemed to have satisfied this obligation if a judgment is not collectible through the exercise of lawful and diligent means. 3.4.16.2 3.3.16.2 TxDOT agrees to promptly notify DB Contractor of TxDOT’s incidents, potential claims against TxDOT, and matters that may give rise to an insurance claim against TxDOT, to tender to the insurer TxDOT’s defense of the claim under such insurance policies, and to cooperate with DB Contractor as necessary for DB Contractor to fulfill its duties hereunder. For any such incidents, potential claims and matters, DB Contractor shall ensure that, to the extent covered by DB Contractor’s policies: (a) For claims and suits that DB Contractor’s insurer reasonably estimates to be within the limits of its available coverage, DB Contractor or its insurer shall communicate and coordinate the defense strategy with TxDOT and the Texas Office of the Attorney General and shall ensure that the insurer does not agree to any settlement without first obtaining the concurrence of the Texas Office of the Attorney General. TxDOT and the Texas Office of the Attorney General shall not unreasonably withhold consent to the strategy and plan communicated by DB Contractor or its insurer to TxDOT and the Texas Office of the Attorney General. Nor shall TxDOT and the Texas Office of the Attorney General unreasonably withhold consent to settlements and compromises proposed by DB Contractor or its insurers that fall within the limits of insurance provided by such insurers. (b) For claims and suits that DB Contractor’s insurer reasonably estimates to be in excess of the available insurance provided by DB Contractor’s insurers, and implicating the potential for damages that are the financial liability or responsibility of TxDOT or the State of Texas, DB Contractor shall ensure that the defense of the claim is coordinated by the insurer with TxDOT and the Texas Office of the Attorney General and shall ensure that DB Contractor’s insurer does not agree to any settlement in excess of DB Contractor’s insurer’s limits of liability without first obtaining the concurrence of the Texas Office of the Attorney General. 3.4.16.3 3.3.16.3 If in any instance DB Contractor has not performed its obligations respecting insurance coverage set forth in this Capital Maintenance Contract or is unable to enforce and collect any such insurance for failure to assert claims in accordance with the terms of the insurance policies or to prosecute claims diligently, then for purposes of determining DB Contractor’s liability and the limits thereon or determining reductions in compensation due from TxDOT to DB Contractor on account of available insurance, DB Contractor shall be treated as if it has elected to self-insure up to the full amount of insurance coverage that would have been available had DB Contractor performed such obligations and not committed such failure. Nothing in the CMC Documents shall be construed to treat DB Contractor as electing to self-insure where DB Contractor is unable to collect due to the bankruptcy or insolvency of any insurer that at the time the insurance policy is written meets the rating qualifications set forth in this Section 3.43.3. 3.4.16.4 3.3.16.4 If in any instance DB Contractor has not promptly performed its obligation to report to applicable insurers and process any potential insurance claim tendered by TxDOT or another Indemnified Party, then TxDOT or the other Indemnified Party may, but is not obligated to: (i) notify DB Contractor in writing of TxDOT’s intent to report the claim directly with the insurer and thereafter process the claim; and (ii) proceed with reporting and processing the claim if TxDOT or the other Indemnified Party does not receive from DB Contractor, within ten days after so notifying DB Contractor, written proof that DB Contractor has reported the claim directly to the insurer. TxDOT or the other Indemnified Party may dispense with such notice to DB Contractor if TxDOT or the other Indemnified Party has a good faith belief that more rapid reporting is needed to preserve the claim. 3.4.16.5 3.3.16.5 All insurance proceeds received by DB Contractor for any insured loss under the builder’s risk insurance policies required by this Capital Maintenance Contract in excess of $10,000,000 shall be paid into a separate insurance proceeds account and shall be held in trust for the purposes of, and to be applied in accordance with, this Capital Maintenance Contract.

Prosecution of Insurance Claims. 3.4.16.1 7.8.1 Unless otherwise directed by TxDOT in writing with respect to TxDOT’s insurance claims, DB Contractor shall be responsible for reporting and processing all potential claims by TxDOT or DB Contractor against the insurance policies required hereunder. DB Contractor agrees to report timely to the insurer(s) under such insurance policies any and all matters that may give rise to an insurance claim by DB Contractor or TxDOT or another Indemnified Party and to promptly and diligently pursue such insurance claims in accordance with the claims procedures specified in such insurance policies, whether for defense or indemnity or both. DB Contractor shall enforce all legal rights against the insurer under the applicable insurance policies and applicable Laws in order to collect thereon, including pursuing necessary litigation and enforcement of judgments, provided that DB Contractor shall be deemed to have satisfied this obligation if a judgment is not collectible through the exercise of lawful and diligent means. 3.4.16.2 7.8.2 DB Contractor shall immediately notify TxDOT, and thereafter keep TxDOT fully informed, of any incident, potential claim, claim or other matter of which DB Contractor becomes aware that involves or could conceivably involve an Indemnified Party. 7.8.3 TxDOT agrees to promptly notify DB Contractor of TxDOT’s incidents, potential claims against TxDOT, and matters that may give rise to an insurance claim against TxDOT, to tender to the insurer TxDOT’s defense of the claim under such insurance policies, and to cooperate with DB Contractor as necessary for DB Contractor to fulfill its duties hereunder. DB Contractor shall ensure that, to the extent covered by DB Contractor’s policiesinsurance: (a) 7.8.3.1. For claims and suits that which DB Contractor’s insurer reasonably estimates to be within the limits of its available coverage, DB Contractor or its insurer shall communicate and coordinate the defense strategy with TxDOT and the Texas Office of the Attorney General and shall ensure that the insurer does not agree to any settlement without first obtaining the concurrence of the Texas Office of the Attorney General. TxDOT and the Texas Office of the Attorney General shall not unreasonably withhold consent to the strategy and plan communicated by the DB Contractor or its insurer to TxDOT and the Texas Office of the Attorney General. Nor shall TxDOT and the Texas Office of the Attorney General unreasonably withhold consent to settlements and compromises proposed by DB Contractor or its insurers that which fall within the limits of insurance provided by such insurers. (b) 7.8.3.2. For claims and suits that which DB Contractor’s insurer reasonably estimates to be in excess of the available insurance provided by DB Contractor’s insurers, and implicating the potential for damages that which are the financial liability or responsibility of TxDOT or the State of Texas, DB Contractor shall ensure that the defense of the claim is coordinated by the insurer with TxDOT and the Texas Office of the Attorney General and shall ensure that the DB Contractor’s insurer does not agree to any settlement in excess of DB Contractor’s insurer’s limits of liability without first obtaining the concurrence of the Texas Office of the Attorney General. 3.4.16.3 7.8.4 If in any instance DB Contractor has not performed its obligations respecting insurance set forth in this Capital Maintenance Contract Agreement or is unable to enforce and collect any such insurance for failure to assert claims in accordance with the terms of the insurance policies or to prosecute claims diligently, then for purposes of determining DB Contractor’s liability and the limits thereon or determining reductions in compensation due from TxDOT to DB Contractor on account of available insurance, DB Contractor shall be treated as if it has elected to self-insure up to the full amount of insurance coverage that would have been available had DB Contractor performed such obligations and not committed such failure. Nothing in the CMC CMA Documents shall be construed to treat DB Contractor as electing to self-self- insure where DB Contractor is unable to collect due to the bankruptcy or insolvency of any insurer that at the time the insurance policy is written meets the rating qualifications set forth in this Section 3.47. 3.4.16.4 7.8.5 If in any instance DB Contractor has not promptly performed its obligation to report to applicable insurers and process any potential insurance claim tendered by TxDOT or another Indemnified Party, then TxDOT or the other Indemnified Party may, but is not obligated to: (ia) notify DB Contractor in writing of TxDOT’s intent to report the claim directly with the insurer and thereafter process the claim; and (iib) proceed with reporting and processing the claim if TxDOT or the other Indemnified Party does not receive from DB Contractor, within ten days Days after so notifying DB Contractor, written proof that DB Contractor has reported the claim directly to the insurer. TxDOT or the other Indemnified Party may dispense with such notice to DB Contractor if TxDOT or the other Indemnified Party has a good faith belief that more rapid reporting is needed to preserve the claim. 3.4.16.5 7.8.6 Unless otherwise directed by TxDOT in writing, DB Contractor shall be responsible for reporting and processing all potential claims by TxDOT or DB Contractor against the insurance required to be provided under Section 7.7. DB Contractor agrees to report to the insurer(s) in a timely manner any and all matters which may give rise to an insurance claim and to promptly and diligently pursue any and all insurance claims on behalf of TxDOT, whether for defense or indemnity or both. 7.8.7 All insurance proceeds received by DB Contractor for any insured loss under the builder’s 's risk and/or property insurance policies required by this Capital Maintenance Contract in excess of $10,000,000 Agreement shall be paid into a separate insurance proceeds account and shall be held in trust for the purposes of, and to be applied in accordance with, this Capital Maintenance ContractAgreement.

Prosecution of Insurance Claims. 3.4.16.1 7.8.1 Unless otherwise directed by TxDOT in writing with respect to TxDOT’s insurance claims, DB Maintenance Contractor shall be responsible for reporting and processing all potential claims by TxDOT or DB Maintenance Contractor against the insurance policies required hereunder. DB Maintenance Contractor agrees to report timely to the insurer(s) under such insurance policies any and all matters that may give rise to an insurance claim by DB Maintenance Contractor or TxDOT or another Indemnified Party and to promptly and diligently pursue such insurance claims in accordance with the claims procedures specified in such insurance policies, whether for defense or indemnity or both. DB Maintenance Contractor shall enforce all legal rights against the insurer under the applicable insurance policies and applicable Laws in order to collect thereon, including pursuing necessary litigation and enforcement of judgments, provided that DB Maintenance Contractor shall be deemed to have satisfied this obligation if a judgment is not collectible through the exercise of lawful and diligent means. 3.4.16.2 7.8.2 Maintenance Contractor shall immediately notify TxDOT, and thereafter keep TxDOT fully informed, of any incident, potential claim, claim or other matter of which Maintenance Contractor becomes aware that involves or could conceivably involve an Indemnified Party. 7.8.3 TxDOT agrees to promptly notify DB Maintenance Contractor of TxDOT’s incidents, potential claims against TxDOT, and matters that may give rise to an insurance claim against TxDOT, to tender to the insurer TxDOT’s defense of the claim under such insurance policies, and to cooperate with DB Maintenance Contractor as necessary for DB Maintenance Contractor to fulfill its duties hereunder. DB Maintenance Contractor shall ensure that, to the extent covered by DB Maintenance Contractor’s policiesinsurance: (a) 7.8.4 For claims and suits that DB which Maintenance Contractor’s insurer reasonably estimates to be within the limits of its available coverage, DB Maintenance Contractor or its insurer shall communicate and coordinate the defense strategy with TxDOT and the Texas Office of the Attorney General and shall ensure that the insurer does not agree to any settlement without first obtaining the concurrence of the Texas Office of the Attorney General. TxDOT and the Texas Office of the Attorney General shall not unreasonably withhold consent to the strategy and plan communicated by DB the Maintenance Contractor or its insurer to TxDOT and the Texas Office of the Attorney General. Nor shall TxDOT and the Texas Office of the Attorney General unreasonably withhold consent to settlements and compromises proposed by DB Maintenance Contractor or its insurers that which fall within the limits of insurance provided by such insurers. (b) 7.8.5 For claims and suits that DB which Maintenance Contractor’s insurer reasonably estimates to be in excess of the available insurance provided by DB Maintenance Contractor’s insurers, and implicating the potential for damages that which are the financial liability or responsibility of TxDOT or the State of Texas, DB Maintenance Contractor shall ensure that the defense of the claim is coordinated by the insurer with TxDOT and the Texas Office of the Attorney General and shall ensure that DB the Maintenance Contractor’s insurer does not agree to any settlement in excess of DB Maintenance Contractor’s insurer’s limits of liability without first obtaining the concurrence of the Texas Office of the Attorney General. 3.4.16.3 7.8.6 If in any instance DB Maintenance Contractor has not performed its obligations respecting insurance set forth in this Capital Comprehensive Maintenance Contract Agreement or is unable to enforce and collect any such insurance for failure to assert claims in accordance with the terms of the insurance policies or to prosecute claims diligently, then for purposes of determining DB Maintenance Contractor’s liability and the limits thereon or determining reductions in compensation due from TxDOT to DB Maintenance Contractor on account of available insurance, DB Maintenance Contractor shall be treated as if it has elected to self-insure up to the full amount of insurance coverage that would have been available had DB Maintenance Contractor performed such obligations and not committed such failure. Nothing in the CMC COMA Documents shall be construed to treat DB Maintenance Contractor as electing to self-insure where DB Maintenance Contractor is unable to collect due to the bankruptcy or insolvency of any insurer that at the time the insurance policy is written meets the rating qualifications set forth in this Section 3.47. 3.4.16.4 7.8.7 If in any instance DB Maintenance Contractor has not promptly performed its obligation to report to applicable insurers and process any potential insurance claim tendered by TxDOT or another Indemnified Party, then TxDOT or the other Indemnified Party may, but is not obligated to: (ia) notify DB Maintenance Contractor in writing of TxDOT’s intent to report the claim directly with the insurer and thereafter process the claim; and (iib) proceed with reporting and processing the claim if TxDOT or the other Indemnified Party does not receive from DB Maintenance Contractor, within ten days after so notifying DB Maintenance Contractor, written proof that DB Maintenance Contractor has reported the claim directly to the insurer. TxDOT or the other Indemnified Party may dispense with such notice to DB Maintenance Contractor if TxDOT or the other Indemnified Party has a good faith belief that more rapid reporting is needed to preserve the claim. 3.4.16.5 7.8.8 Unless otherwise directed by TxDOT in writing, Maintenance Contractor shall be responsible for reporting and processing all potential claims by TxDOT or Maintenance Contractor against the insurance required to be provided under Section 7.7. Maintenance Contractor agrees to report to the insurer(s) in a timely manner any and all matters which may give rise to an insurance claim and to promptly and diligently pursue any and all insurance claims on behalf of TxDOT, whether for defense or indemnity or both. 7.8.9 All insurance proceeds received by DB Maintenance Contractor for any insured loss under the builder’s 's risk and/or property insurance policies required by this Capital Comprehensive Maintenance Contract in excess of $10,000,000 Agreement shall be paid into a separate insurance proceeds account and shall be held in trust for the purposes of, and to be applied in accordance with, this Capital Comprehensive Maintenance ContractAgreement.

Prosecution of Insurance Claims. 3.4.16.1 7.8.1 Unless otherwise directed by TxDOT in writing with respect to TxDOT’s insurance claims, DB Contractor shall be responsible for reporting and processing all potential claims by TxDOT or DB Contractor against the insurance policies required hereunder. DB Contractor agrees to report timely to the insurer(s) under such insurance policies any and all matters that may give rise to an insurance claim by DB Contractor or TxDOT or another Indemnified Party and to promptly and diligently pursue such insurance claims in accordance with the claims procedures specified in such insurance policies, whether for defense or indemnity or both. DB Contractor shall enforce all legal rights against the insurer under the applicable insurance policies and applicable Laws in order to collect thereon, including pursuing necessary litigation and enforcement of judgments, provided that DB Contractor shall be deemed to have satisfied this obligation if a judgment is not collectible through the exercise of lawful and diligent means. 3.4.16.2 7.8.2 DB Contractor shall immediately notify TxDOT, and thereafter keep TxDOT fully informed, of any incident, potential claim, claim or other matter of which DB Contractor becomes aware that involves or could conceivably involve an Indemnified Party. 7.8.3 TxDOT agrees to promptly notify DB Contractor of TxDOT’s incidents, potential claims against TxDOT, and matters that may give rise to an insurance claim against TxDOT, to tender to the insurer TxDOT’s defense of the claim under such insurance policies, and to cooperate with DB Contractor as necessary for DB Contractor to fulfill its duties hereunder. DB Contractor shall ensure that, to the extent covered by DB Contractor’s policiesinsurance: (a) 7.8.4 For claims and suits that which DB Contractor’s insurer reasonably estimates to be within the limits of its available coverage, DB Contractor or its insurer shall communicate and coordinate the defense strategy with TxDOT and the Texas Office of the Attorney General and shall ensure that the insurer does not agree to any settlement without first obtaining the concurrence of the Texas Office of the Attorney General. TxDOT and the Texas Office of the Attorney General shall not unreasonably withhold consent to the strategy and plan communicated by the DB Contractor or its insurer to TxDOT and the Texas Office of the Attorney General. Nor shall TxDOT and the Texas Office of the Attorney General unreasonably withhold consent to settlements and compromises proposed by DB Contractor or its insurers that which fall within the limits of insurance provided by such insurers. (b) 7.8.5 For claims and suits that which DB Contractor’s insurer reasonably estimates to be in excess of the available insurance provided by DB Contractor’s insurers, and implicating the potential for damages that which are the financial liability or responsibility of TxDOT or the State of Texas, DB Contractor shall ensure that the defense of the claim is coordinated by the insurer with TxDOT and the Texas Office of the Attorney General and shall ensure that DB Contractor’s insurer does not agree to any settlement in excess of DB Contractor’s insurer’s limits of liability without first obtaining the concurrence of the Texas Office of the Attorney General.the 3.4.16.3 7.8.6 If in any instance DB Contractor has not performed its obligations respecting insurance set forth in this Capital Comprehensive Maintenance Contract Agreement or is unable to enforce and collect any such insurance for failure to assert claims in accordance with the terms of the insurance policies or to prosecute claims diligently, then for purposes of determining DB Contractor’s liability and the limits thereon or determining reductions in compensation due from TxDOT to DB Contractor on account of available insurance, DB Contractor shall be treated as if it has elected to self-insure up to the full amount of insurance coverage that would have been available had DB Contractor performed such obligations and not committed such failure. Nothing in the CMC COMA Documents shall be construed to treat DB Contractor as electing to self-self- insure where DB Contractor is unable to collect due to the bankruptcy or insolvency of any insurer that at the time the insurance policy is written meets the rating qualifications set forth in this Section 3.47. 3.4.16.4 7.8.7 If in any instance DB Contractor has not promptly performed its obligation to report to applicable insurers and process any potential insurance claim tendered by TxDOT or another Indemnified Party, then TxDOT or the other Indemnified Party may, but is not obligated to: (ia) notify DB Contractor in writing of TxDOT’s intent to report the claim directly with the insurer and thereafter process the claim; and (iib) proceed with reporting and processing the claim if TxDOT or the other Indemnified Party does not receive from DB Contractor, within ten days after so notifying DB Contractor, written proof that DB Contractor has reported the claim directly to the insurer. TxDOT or the other Indemnified Party may dispense with such notice to DB Contractor if TxDOT or the other Indemnified Party has a good faith belief that more rapid reporting is needed to preserve the claim. 3.4.16.5 7.8.8 Unless otherwise directed by TxDOT in writing, DB Contractor shall be responsible for reporting and processing all potential claims by TxDOT or DB Contractor against the insurance required to be provided under Section 7.7. DB Contractor agrees to report to the insurer(s) in a timely manner any and all matters which may give rise to an insurance claim and to promptly and diligently pursue any and all insurance claims on behalf of TxDOT, whether for defense or indemnity or both. 7.8.9 All insurance proceeds received by DB Contractor for any insured loss under the builder’s 's risk and/or property insurance policies required by this Capital Comprehensive Maintenance Contract in excess of $10,000,000 Agreement shall be paid into a separate insurance proceeds account and shall be held in trust for the purposes of, and to be applied in accordance with, this Capital Comprehensive Maintenance ContractAgreement.

Prosecution of Insurance Claims. 3.4.16.1 7.4.1 Unless otherwise directed by TxDOT in writing with respect to TxDOT’s insurance claims, DB Maintenance Contractor shall be responsible for reporting and processing all potential claims by TxDOT or DB Maintenance Contractor against the insurance policies required hereunder. DB Maintenance Contractor agrees to report timely to the insurer(s) under such insurance policies any and all matters that which may give rise to an insurance claim by DB Maintenance Contractor or TxDOT or another Indemnified Party and to promptly and diligently pursue such insurance claims in accordance with the claims procedures specified in such insurance policies, whether for defense or indemnity or both. DB Maintenance Contractor shall enforce all legal rights against the insurer under the applicable insurance policies and applicable Laws in order to collect thereon, including pursuing necessary litigation and enforcement of judgments, provided that DB Maintenance Contractor shall be deemed to have satisfied this obligation if a judgment is not collectible through the exercise of lawful and diligent means. 3.4.16.2 7.4.2 TxDOT agrees to promptly notify DB Maintenance Contractor of TxDOT’s incidents, potential claims against TxDOT, and matters that which may give rise to an insurance claim against TxDOT, to tender to the insurer TxDOT’s defense of the claim under such insurance policies, and to cooperate with DB Maintenance Contractor as necessary for DB Maintenance Contractor to fulfill its duties hereunder. DB Contractor shall ensure that, to the extent covered by DB Contractor’s policies: (a) For claims and suits that DB Contractor’s insurer reasonably estimates to be within the limits of its available coverage, DB Contractor or its insurer shall communicate and coordinate the defense strategy with TxDOT and the Texas Office of the Attorney General and shall ensure that the insurer does not agree to any settlement without first obtaining the concurrence of the Texas Office of the Attorney General. TxDOT and the Texas Office of the Attorney General shall not unreasonably withhold consent to the strategy and plan communicated by DB Contractor or its insurer to TxDOT and the Texas Office of the Attorney General. Nor shall TxDOT and the Texas Office of the Attorney General unreasonably withhold consent to settlements and compromises proposed by DB Contractor or its insurers that fall within the limits of insurance provided by such insurers. (b) For claims and suits that DB Contractor’s insurer reasonably estimates to be in excess of the available insurance provided by DB Contractor’s insurers, and implicating the potential for damages that are the financial liability or responsibility of TxDOT or the State of Texas, DB Contractor shall ensure that the defense of the claim is coordinated by the insurer with TxDOT and the Texas Office of the Attorney General and shall ensure that DB Contractor’s insurer does not agree to any settlement in excess of DB Contractor’s insurer’s limits of liability without first obtaining the concurrence of the Texas Office of the Attorney General. 3.4.16.3 7.4.3 If in any instance DB Maintenance Contractor has not performed its obligations respecting insurance set forth in this Capital Comprehensive Maintenance Contract Agreement or is unable to enforce and collect any such insurance for failure to assert claims in accordance with the terms of the insurance policies or to prosecute claims diligently, then for purposes of determining DB Maintenance Contractor’s liability and the limits thereon or determining reductions in compensation due from TxDOT to DB Maintenance Contractor on account of available insurance, DB Maintenance Contractor shall be treated as if it has elected to self-insure up to the full amount of insurance coverage that which would have been available had DB Maintenance Contractor performed such obligations and not committed such failure. Nothing in the CMC COMA Documents shall be construed to treat DB Maintenance Contractor as electing to self-insure where DB Maintenance Contractor is unable to collect due to the bankruptcy or insolvency of any insurer that which at the time the insurance policy is written meets the rating qualifications set forth in this Section 3.47.3.1. 3.4.16.4 7.4.4 If in any instance DB Maintenance Contractor has not promptly performed its obligation to report to applicable insurers and process any potential insurance claim tendered by TxDOT or another Indemnified Party, then TxDOT or the other Indemnified Party may, but is not obligated to: (ia) notify DB Maintenance Contractor in writing of TxDOT’s intent to report the claim directly with the insurer and thereafter process the claim; and (iib) proceed with reporting and processing the claim if TxDOT or the other Indemnified Party does not receive from DB Maintenance Contractor, within ten days after so notifying DB Maintenance Contractor, written proof that DB Maintenance Contractor has reported the claim directly to the insurer. TxDOT or the other Indemnified Party may dispense with such notice to DB other 7.4.5 Unless otherwise directed by TxDOT in writing, Maintenance Contractor if shall be responsible for reporting and processing all potential claims by TxDOT or Maintenance Contractor against the other Indemnified Party has a good faith belief that more rapid reporting is needed insurance required to preserve be provided under Section 7.3. Maintenance Contractor agrees to report timely to the claim. 3.4.16.5 All insurer(s) any and all matters which may give rise to an insurance proceeds received claim and to promptly and diligently pursue any and all insurance claims on behalf of TxDOT, whether for defense or indemnity or both. TxDOT agrees to promptly notify Maintenance Contractor of TxDOT’s incidents, potential claims, and matters which may give rise to an insurance claim by DB Contractor for any insured loss under TxDOT, to tender its defense or the builder’s risk insurance policies required by this Capital claim to Maintenance Contract in excess of $10,000,000 shall be paid into a separate insurance proceeds account and shall be held in trust for the purposes ofContractor, and to be applied in accordance with, this Capital cooperate with Maintenance ContractContractor as necessary for Maintenance Contractor to fulfill its duties hereunder.

Prosecution of Insurance Claims. 3.4.16.1 7.4.1 Unless otherwise directed by TxDOT in writing with respect to TxDOT’s insurance claims, DB Maintenance Contractor shall be responsible for reporting and processing all potential claims by TxDOT or DB Maintenance Contractor against the insurance policies required hereunder. DB Maintenance Contractor agrees to report timely to the insurer(s) under such insurance policies any and all matters that which may give rise to an insurance claim by DB Maintenance Contractor or TxDOT or another Indemnified Party and to promptly and diligently pursue such insurance claims in accordance with the claims procedures specified in such insurance policies, whether for defense or indemnity or both. DB Maintenance Contractor shall enforce all legal rights against the insurer under the applicable insurance policies and applicable Laws in order to collect thereon, including pursuing necessary litigation and enforcement of judgments, provided that DB Maintenance Contractor shall be deemed to have satisfied this obligation if a judgment is not collectible through the exercise of lawful and diligent means. 3.4.16.2 7.4.2 TxDOT agrees to promptly notify DB Maintenance Contractor of TxDOT’s incidents, potential claims against TxDOT, and matters that which may give rise to an insurance claim against TxDOT, to tender to the insurer TxDOT’s defense of the claim under such insurance policies, and to cooperate with DB Maintenance Contractor as necessary for DB Maintenance Contractor to fulfill its duties hereunder. DB Contractor shall ensure that, to the extent covered by DB Contractor’s policies: (a) For claims and suits that DB Contractor’s insurer reasonably estimates to be within the limits of its available coverage, DB Contractor or its insurer shall communicate and coordinate the defense strategy with TxDOT and the Texas Office of the Attorney General and shall ensure that the insurer does not agree to any settlement without first obtaining the concurrence of the Texas Office of the Attorney General. TxDOT and the Texas Office of the Attorney General shall not unreasonably withhold consent to the strategy and plan communicated by DB Contractor or its insurer to TxDOT and the Texas Office of the Attorney General. Nor shall TxDOT and the Texas Office of the Attorney General unreasonably withhold consent to settlements and compromises proposed by DB Contractor or its insurers that fall within the limits of insurance provided by such insurers. (b) For claims and suits that DB Contractor’s insurer reasonably estimates to be in excess of the available insurance provided by DB Contractor’s insurers, and implicating the potential for damages that are the financial liability or responsibility of TxDOT or the State of Texas, DB Contractor shall ensure that the defense of the claim is coordinated by the insurer with TxDOT and the Texas Office of the Attorney General and shall ensure that DB Contractor’s insurer does not agree to any settlement in excess of DB Contractor’s insurer’s limits of liability without first obtaining the concurrence of the Texas Office of the Attorney General. 3.4.16.3 7.4.3 If in any instance DB Maintenance Contractor has not performed its obligations respecting insurance set forth in this Capital Comprehensive Maintenance Contract Agreement or is unable to enforce and collect any such insurance for failure to assert claims in accordance with the terms of the insurance policies or to prosecute claims diligently, then for purposes of determining DB Maintenance Contractor’s liability and the limits thereon or determining reductions in compensation due from TxDOT to DB Maintenance Contractor on account of available insurance, DB Maintenance Contractor shall be treated as if it has elected to self-insure up to the full amount of insurance coverage that which would have been available had DB Maintenance Contractor performed such obligations and not committed such failure. Nothing in the CMC COMA Documents shall be construed to treat DB Maintenance Contractor as electing to self-insure where DB Maintenance Contractor is unable to collect due to the bankruptcy or insolvency of any insurer that which at the time the insurance policy is written meets the rating qualifications set forth in this Section 3.47.3.1. 3.4.16.4 7.4.4 If in any instance DB Maintenance Contractor has not promptly performed its obligation to report to applicable insurers and process any potential insurance claim tendered by TxDOT or another Indemnified Party, then TxDOT or the other Indemnified Party may, but is not obligated to: (ia) notify DB Maintenance Contractor in writing of TxDOT’s intent to report the claim directly with the insurer and thereafter process the claim; and (iib) proceed with reporting and processing the claim if TxDOT or the other Indemnified Party does not receive from DB Maintenance Contractor, within ten days after so notifying DB Maintenance Contractor, written proof that DB Maintenance Contractor has reported the claim directly to the insurer. TxDOT or the other Indemnified Party may dispense with such notice to DB Maintenance Contractor if TxDOT or the other Indemnified Party has a good faith belief that more rapid reporting is needed to preserve the claim. 3.4.16.5 All insurance proceeds received 7.4.5 Unless otherwise directed by DB TxDOT in writing, Maintenance Contractor for any insured loss under the builder’s risk insurance policies required by this Capital Maintenance Contract in excess of $10,000,000 shall be paid into a separate responsible for reporting and processing all potential claims by TxDOT or Maintenance Contractor against the insurance proceeds account required to be provided under Section 7.3. Maintenance Contractor agrees to report timely to the insurer(s) any and shall be held in trust all matters which may give rise to an insurance claim and to promptly and diligently pursue any and all insurance claims on behalf of TxDOT, whether for defense or indemnity or both. TxDOT agrees to promptly notify Maintenance Contractor of TxDOT’s incidents, potential claims, and matters which may give rise to an insurance claim by TxDOT, to tender its defense or the purposes ofclaim to Maintenance Contractor, and to be applied in accordance with, this Capital cooperate with Maintenance ContractContractor as necessary for Maintenance Contractor to fulfill its duties hereunder.

Prosecution of Insurance Claims. 3.4.16.1 7.4.1 Unless otherwise directed by TxDOT in writing with respect to TxDOT’s insurance claims, DB Maintenance Contractor shall be responsible for reporting and processing all potential claims by TxDOT or DB Maintenance Contractor against the insurance policies required hereunder. DB Maintenance Contractor agrees to report timely to the insurer(s) under such insurance policies any and all matters that which may give rise to an insurance claim by DB Maintenance Contractor or TxDOT or another Indemnified Party and to promptly and diligently pursue such insurance claims in accordance with the claims procedures specified in such insurance policies, whether for defense or indemnity or both. DB Maintenance Contractor shall enforce all legal rights against the insurer under the applicable insurance policies and applicable Laws in order to collect thereon, including pursuing necessary litigation and enforcement of judgments, provided that DB Maintenance Contractor shall be deemed to have satisfied this obligation if a judgment is not collectible through the exercise of lawful and diligent means. 3.4.16.2 7.4.2 TxDOT agrees to promptly notify DB Maintenance Contractor of TxDOT’s incidents, potential claims against TxDOT, and matters that which may give rise to an insurance claim against TxDOT, to tender to the insurer TxDOT’s defense of the claim under such insurance policies, and to cooperate with DB Maintenance Contractor as necessary for DB Maintenance Contractor to fulfill its duties hereunder. DB Contractor shall ensure that, to the extent covered by DB Contractor’s policies: (a) For claims and suits that DB Contractor’s insurer reasonably estimates to be within the limits of its available coverage, DB Contractor or its insurer shall communicate and coordinate the defense strategy with TxDOT and the Texas Office of the Attorney General and shall ensure that the insurer does not agree to any settlement without first obtaining the concurrence of the Texas Office of the Attorney General. TxDOT and the Texas Office of the Attorney General shall not unreasonably withhold consent to the strategy and plan communicated by DB Contractor or its insurer to TxDOT and the Texas Office of the Attorney General. Nor shall TxDOT and the Texas Office of the Attorney General unreasonably withhold consent to settlements and compromises proposed by DB Contractor or its insurers that fall within the limits of insurance provided by such insurers. (b) For claims and suits that DB Contractor’s insurer reasonably estimates to be in excess of the available insurance provided by DB Contractor’s insurers, and implicating the potential for damages that are the financial liability or responsibility of TxDOT or the State of Texas, DB Contractor shall ensure that the defense of the claim is coordinated by the insurer with TxDOT and the Texas Office of the Attorney General and shall ensure that DB Contractor’s insurer does not agree to any settlement in excess of DB Contractor’s insurer’s limits of liability without first obtaining the concurrence of the Texas Office of the Attorney General. 3.4.16.3 7.4.3 If in any instance DB Maintenance Contractor has not performed its obligations respecting insurance set forth in this Capital Maintenance Contract Agreement or is unable to enforce and collect any such insurance for failure to assert claims in accordance with the terms of the insurance policies or to prosecute claims diligently, then for purposes of determining DB Maintenance Contractor’s liability and the limits thereon or determining reductions in compensation due from TxDOT to DB Maintenance Contractor on account of available insurance, DB Maintenance Contractor shall be treated as if it has elected to self-insure up to the full amount of insurance coverage that which would have been available had DB Maintenance Contractor performed such obligations and not committed such failure. Nothing in the CMC CMA Documents shall be construed to treat DB Contractor as electing to self-insure where DB Contractor is unable to collect due to the bankruptcy or insolvency of any insurer that at the time the insurance policy is written meets the rating qualifications set forth in this Section 3.4.be 3.4.16.4 7.4.4 If in any instance DB Maintenance Contractor has not promptly performed its obligation to report to applicable insurers and process any potential insurance claim tendered by TxDOT or another Indemnified Party, then TxDOT or the other Indemnified Party may, but is not obligated to: (ia) notify DB Maintenance Contractor in writing of TxDOT’s intent to report the claim directly with the insurer and thereafter process the claim; and (iib) proceed with reporting and processing the claim if TxDOT or the other Indemnified Party does not receive from DB Maintenance Contractor, within ten days after so notifying DB Maintenance Contractor, written proof that DB Maintenance Contractor has reported the claim directly to the insurer. TxDOT or the other Indemnified Party may dispense with such notice to DB Maintenance Contractor if TxDOT or the other Indemnified Party has a good faith belief that more rapid reporting is needed to preserve the claim. 3.4.16.5 All insurance proceeds received 7.4.5 Unless otherwise directed by DB TxDOT in writing, Maintenance Contractor for any insured loss under the builder’s risk insurance policies required by this Capital Maintenance Contract in excess of $10,000,000 shall be paid into a separate responsible for reporting and processing all potential claims by TxDOT or Maintenance Contractor against the insurance proceeds account required to be provided under Section 7.3. Maintenance Contractor agrees to report timely to the insurer(s) any and shall be held in trust all matters which may give rise to an insurance claim and to promptly and diligently pursue any and all insurance claims on behalf of TxDOT, whether for defense or indemnity or both. TxDOT agrees to promptly notify Maintenance Contractor of TxDOT’s incidents, potential claims, and matters which may give rise to an insurance claim by TxDOT, to tender its defense or the purposes ofclaim to Maintenance Contractor, and to be applied in accordance with, this Capital cooperate with Maintenance ContractContractor as necessary for Maintenance Contractor to fulfill its duties hereunder.

Prosecution of Insurance Claims. 3.4.16.1 7.4.1 Unless otherwise directed by TxDOT in writing with respect to TxDOT’s insurance claims, DB Maintenance Contractor shall be responsible for reporting and processing all potential claims by TxDOT or DB Maintenance Contractor against the insurance policies required hereunder. DB Maintenance Contractor agrees to report timely to the insurer(s) under such insurance policies any and all matters that which may give rise to an insurance claim by DB Maintenance Contractor or TxDOT or another Indemnified Party and to promptly and diligently pursue such insurance claims in accordance with the claims procedures specified in such insurance policies, whether for defense or indemnity or both. DB Maintenance Contractor shall enforce all legal rights against the insurer under the applicable insurance policies and applicable Laws in order to collect thereon, including pursuing necessary litigation and enforcement of judgments, provided that DB Maintenance Contractor shall be deemed to have satisfied this obligation if a judgment is not collectible through the exercise of lawful and diligent means. 3.4.16.2 7.4.2 TxDOT agrees to promptly notify DB Maintenance Contractor of TxDOT’s incidents, potential claims against TxDOT, and matters that which may give rise to an insurance claim against TxDOT, to tender to the insurer TxDOT’s defense of the claim under such insurance policies, and to cooperate with DB Maintenance Contractor as necessary for DB Maintenance Contractor to fulfill its duties hereunder. DB Contractor shall ensure that, to the extent covered by DB Contractor’s policies: (a) For claims and suits that DB Contractor’s insurer reasonably estimates to be within the limits of its available coverage, DB Contractor or its insurer shall communicate and coordinate the defense strategy with TxDOT and the Texas Office of the Attorney General and shall ensure that the insurer does not agree to any settlement without first obtaining the concurrence of the Texas Office of the Attorney General. TxDOT and the Texas Office of the Attorney General shall not unreasonably withhold consent to the strategy and plan communicated by DB Contractor or its insurer to TxDOT and the Texas Office of the Attorney General. Nor shall TxDOT and the Texas Office of the Attorney General unreasonably withhold consent to settlements and compromises proposed by DB Contractor or its insurers that fall within the limits of insurance provided by such insurers. (b) For claims and suits that DB Contractor’s insurer reasonably estimates to be in excess of the available insurance provided by DB Contractor’s insurers, and implicating the potential for damages that are the financial liability or responsibility of TxDOT or the State of Texas, DB Contractor shall ensure that the defense of the claim is coordinated by the insurer with TxDOT and the Texas Office of the Attorney General and shall ensure that DB Contractor’s insurer does not agree to any settlement in excess of DB Contractor’s insurer’s limits of liability without first obtaining the concurrence of the Texas Office of the Attorney General. 3.4.16.3 7.4.3 If in any instance DB Maintenance Contractor has not performed its obligations respecting insurance set forth in this Capital Maintenance Contract Agreement or is unable to enforce and collect any such insurance for failure to assert claims in accordance with the terms of the insurance policies or to prosecute claims diligently, then for purposes of determining DB Maintenance Contractor’s liability and the limits thereon or determining reductions in compensation due from TxDOT to DB Maintenance Contractor on account of available insurance, DB Maintenance Contractor shall be treated as if it has elected to self-insure up to the full amount of insurance coverage that which would have been available had DB Maintenance Contractor performed such obligations and not committed such failure. Nothing in the CMC CMA Documents shall be construed to treat DB Maintenance Contractor as electing to self-insure where DB Maintenance Contractor is unable to collect due to the bankruptcy or insolvency of any insurer that which at the time the insurance policy is written meets the rating qualifications set forth in this Section 3.47.4.1. 3.4.16.4 7.4.4 If in any instance DB Maintenance Contractor has not promptly performed its obligation to report to applicable insurers and process any potential insurance claim tendered by 7.4.5 Unless otherwise directed by TxDOT in writing, Maintenance Contractor shall be responsible for reporting and processing all potential claims by TxDOT or another Indemnified PartyMaintenance Contractor against the insurance required to be provided under Section 7.3. Maintenance Contractor agrees to report timely to the insurer(s) any and all matters which may give rise to an insurance claim and to promptly and diligently pursue any and all insurance claims on behalf of TxDOT, then whether for defense or indemnity or both. TxDOT or the other Indemnified Party may, but is not obligated to: (i) agrees to promptly notify DB Maintenance Contractor in writing of TxDOT’s intent incidents, potential claims, and matters which may give rise to report an insurance claim by TxDOT, to tender its defense or the claim directly with the insurer and thereafter process the claim; and (ii) proceed with reporting and processing the claim if TxDOT or the other Indemnified Party does not receive from DB to Maintenance Contractor, within ten days after so notifying DB Contractor, written proof that DB Contractor has reported the claim directly to the insurer. TxDOT or the other Indemnified Party may dispense with such notice to DB Contractor if TxDOT or the other Indemnified Party has a good faith belief that more rapid reporting is needed to preserve the claim. 3.4.16.5 All insurance proceeds received by DB Contractor for any insured loss under the builder’s risk insurance policies required by this Capital Maintenance Contract in excess of $10,000,000 shall be paid into a separate insurance proceeds account and shall be held in trust for the purposes of, and to be applied in accordance with, this Capital cooperate with Maintenance ContractContractor as necessary for Maintenance Contractor to fulfill its duties hereunder.

Prosecution of Insurance Claims. 3.4.16.1 7.8.1 Unless otherwise directed by TxDOT in writing with respect to TxDOT’s insurance claims, DB Contractor shall be responsible for reporting and processing all potential claims by TxDOT or DB Contractor against the insurance policies required hereunder. DB Contractor agrees to report timely to the insurer(s) under such insurance policies any and all matters that may give rise to an insurance claim by DB Contractor or TxDOT or another Indemnified Party and to promptly and diligently pursue such insurance claims in accordance with the claims procedures specified in such insurance policies, whether for defense or indemnity or both. DB Contractor shall enforce all legal rights against the insurer under the applicable insurance policies and applicable Laws in order to collect thereon, including pursuing necessary litigation and enforcement of judgments, provided that DB Contractor shall be deemed to have satisfied this obligation if a judgment is not collectible through the exercise of lawful and diligent means. 3.4.16.2 7.8.2 DB Contractor shall immediately notify TxDOT, and thereafter keep TxDOT fully informed, of any incident, potential claim, claim or other matter of which DB Contractor becomes aware that involves or could conceivably involve an Indemnified Party. 7.8.3 TxDOT agrees to promptly notify DB Contractor of TxDOT’s incidents, potential claims against TxDOT, and matters that may give rise to an insurance claim against TxDOT, to tender to the insurer TxDOT’s defense of the claim under such insurance policies, and to cooperate with DB Contractor as necessary for DB Contractor to fulfill its duties hereunder. DB Contractor shall ensure that, to the extent covered by DB Contractor’s policiesinsurance: (a) 7.8.3.1. For claims and suits that which DB Contractor’s insurer reasonably estimates to be within the limits of its available coverage, DB Contractor or its insurer shall communicate and coordinate the defense strategy with TxDOT and the Texas Office of the Attorney General and shall ensure that the insurer does not agree to any settlement without first obtaining the concurrence of the Texas Office of the Attorney General. TxDOT and the Texas Office of the Attorney General shall not unreasonably withhold consent to the strategy and plan communicated by the DB Contractor or its insurer to TxDOT and the Texas Office of the Attorney General. Nor shall TxDOT and the Texas Office of the Attorney General unreasonably withhold consent to settlements and compromises proposed by DB Contractor or its insurers that which fall within the limits of insurance provided by such insurers. (b) 7.8.3.2. For claims and suits that which DB Contractor’s insurer reasonably estimates to be in excess of the available insurance provided by DB Contractor’s insurers, and implicating the potential for damages that which are the financial liability or responsibility of TxDOT or the State of Texas, DB Contractor shall ensure that the defense of the claim is coordinated by the insurer with TxDOT and the Texas Office of the Attorney General and shall ensure that the DB Contractor’s insurer does not agree to any settlement in excess of DB Contractor’s insurer’s limits of liability without first obtaining the concurrence of the Texas Office of the Attorney General. 3.4.16.3 7.8.4 If in any instance DB Contractor has not performed its obligations respecting insurance set forth in this Capital Maintenance Contract Agreement or is unable to enforce and collect any such insurance for failure to assert claims in accordance with the terms of the insurance policies or to prosecute claims diligently, then for purposes of determining DB Contractor’s liability and the limits thereon or determining reductions in compensation due from TxDOT to DB Contractor on account of available insurance, DB Contractor shall be treated as if it has elected to self-insure up to the full amount of insurance coverage that would have been available had DB Contractor performed such obligations and not committed such failure. Nothing in the CMC Documents shall be construed to treat DB Contractor as electing to self-insure where DB Contractor is unable to collect due to the bankruptcy or insolvency of any insurer that at the time the insurance policy is written meets the rating qualifications set forth in this Section 3.4.been 3.4.16.4 7.8.5 If in any instance DB Contractor has not promptly performed its obligation to report to applicable insurers and process any potential insurance claim tendered by TxDOT or another Indemnified Party, then TxDOT or the other Indemnified Party may, but is not obligated to: (ia) notify DB Contractor in writing of TxDOT’s intent to report the claim directly with the insurer and thereafter process the claim; and (iib) proceed with reporting and processing the claim if TxDOT or the other Indemnified Party does not receive from DB Contractor, within ten days Days after so notifying DB Contractor, written proof that DB Contractor has reported the claim directly to the insurer. TxDOT or the other Indemnified Party may dispense with such notice to DB Contractor if TxDOT or the other Indemnified Party has a good faith belief that more rapid reporting is needed to preserve the claim. 3.4.16.5 7.8.6 Unless otherwise directed by TxDOT in writing, DB Contractor shall be responsible for reporting and processing all potential claims by TxDOT or DB Contractor against the insurance required to be provided under Section 7.7. DB Contractor agrees to report to the insurer(s) in a timely manner any and all matters which may give rise to an insurance claim and to promptly and diligently pursue any and all insurance claims on behalf of TxDOT, whether for defense or indemnity or both. 7.8.7 All insurance proceeds received by DB Contractor for any insured loss under the builder’s 's risk insurance policies policy required by this Capital Maintenance Contract in excess of $10,000,000 Agreement shall be paid into a separate insurance proceeds account and shall be held in trust for the purposes of, and to be applied in accordance with, this Capital Maintenance ContractAgreement.

Prosecution of Insurance Claims. 3.4.16.1 7.4.1 Unless otherwise directed by TxDOT in writing with respect to TxDOT’s insurance claims, DB Maintenance Contractor shall be responsible for reporting and processing all potential claims by TxDOT or DB Maintenance Contractor against the insurance policies required hereunder. DB Maintenance Contractor agrees to report timely to the insurer(s) under such insurance policies any and all matters that which may give rise to an insurance claim by DB Maintenance Contractor or TxDOT or another Indemnified Party and to promptly and diligently pursue such insurance claims in accordance with the claims procedures specified in such insurance policies, whether for defense or indemnity or both. DB Maintenance Contractor shall enforce all legal rights against the insurer under the applicable insurance policies and applicable Laws in order to collect thereon, including pursuing necessary litigation and enforcement of judgments, provided that DB Maintenance Contractor shall be deemed to have satisfied this obligation if a judgment is not collectible through the exercise of lawful and diligent means. 3.4.16.2 7.4.2 TxDOT agrees to promptly notify DB Maintenance Contractor of TxDOT’s incidents, potential claims against TxDOT, and matters that which may give rise to an insurance claim against TxDOT, to tender to the insurer TxDOT’s defense of the claim under such insurance policies, and to cooperate with DB Maintenance Contractor as necessary for DB Maintenance Contractor to fulfill its duties hereunder. DB Contractor shall ensure that, to the extent covered by DB Contractor’s policies: (a) For claims and suits that DB Contractor’s insurer reasonably estimates to be within the limits of its available coverage, DB Contractor or its insurer shall communicate and coordinate the defense strategy with TxDOT and the Texas Office of the Attorney General and shall ensure that the insurer does not agree to any settlement without first obtaining the concurrence of the Texas Office of the Attorney General. TxDOT and the Texas Office of the Attorney General shall not unreasonably withhold consent to the strategy and plan communicated by DB Contractor or its insurer to TxDOT and the Texas Office of the Attorney General. Nor shall TxDOT and the Texas Office of the Attorney General unreasonably withhold consent to settlements and compromises proposed by DB Contractor or its insurers that fall within the limits of insurance provided by such insurers. (b) For claims and suits that DB Contractor’s insurer reasonably estimates to be in excess of the available insurance provided by DB Contractor’s insurers, and implicating the potential for damages that are the financial liability or responsibility of TxDOT or the State of Texas, DB Contractor shall ensure that the defense of the claim is coordinated by the insurer with TxDOT and the Texas Office of the Attorney General and shall ensure that DB Contractor’s insurer does not agree to any settlement in excess of DB Contractor’s insurer’s limits of liability without first obtaining the concurrence of the Texas Office of the Attorney General. 3.4.16.3 7.4.3 If in any instance DB Maintenance Contractor has not performed its obligations respecting insurance set forth in this Capital Maintenance Contract Agreement or is unable to enforce and collect any such insurance for failure to assert claims in accordance with the terms of the insurance policies or to prosecute claims diligently, then for purposes of determining DB Maintenance Contractor’s liability and the limits thereon or determining reductions in compensation due from TxDOT to DB Maintenance Contractor on account of available insurance, DB Maintenance Contractor shall be treated as if it has elected to self-insure up to the full amount of insurance coverage that which would have been available had DB Maintenance Contractor performed such obligations and not committed such failure. Nothing in the CMC CMA Documents shall be construed to treat DB Maintenance Contractor as electing to self-insure where DB Maintenance Contractor is unable to collect due to the bankruptcy or insolvency of any insurer that which at the time the insurance policy is written meets the rating qualifications set forth in this Section 3.4.7.4.1. Texas Department of Transportation Execution Version Horseshoe Project 40 Capital Maintenance Agreement 3.4.16.4 7.4.4 If in any instance DB Maintenance Contractor has not promptly performed its obligation to report to applicable insurers and process any potential insurance claim tendered by TxDOT or another Indemnified Party, then TxDOT or the other Indemnified Party may, but is not obligated to: (ia) notify DB Maintenance Contractor in writing of TxDOT’s intent to report the claim directly with the insurer and thereafter process the claim; and (iib) proceed with reporting and processing the claim if TxDOT or the other Indemnified Party does not receive from DB Maintenance Contractor, within ten days after so notifying DB Maintenance Contractor, written proof that DB Maintenance Contractor has reported the claim directly to the insurer. TxDOT or the other Indemnified Party may dispense with such notice to DB Maintenance Contractor if TxDOT or the other Indemnified Party has a good faith belief that more rapid reporting is needed to preserve the claim. 3.4.16.5 All insurance proceeds received 7.4.5 Unless otherwise directed by DB TxDOT in writing, Maintenance Contractor for any insured loss under the builder’s risk insurance policies required by this Capital Maintenance Contract in excess of $10,000,000 shall be paid into a separate responsible for reporting and processing all potential claims by TxDOT or Maintenance Contractor against the insurance proceeds account and shall be held in trust for the purposes of, and required to be applied in accordance with, this Capital Maintenance Contractprovided under Section 7.

Prosecution of Insurance Claims. 3.4.16.1 7.8.1 Unless otherwise directed by TxDOT in writing with respect to TxDOT’s insurance claims, DB Contractor shall be responsible for reporting and processing all potential claims by TxDOT or DB Contractor against the insurance policies required hereunder. DB Contractor agrees to report timely to the insurer(s) insurers under such insurance policies any and all matters that may give rise to an insurance claim by DB Contractor or TxDOT or another Indemnified Party and to promptly and diligently pursue such insurance claims in accordance with the claims procedures specified in such insurance policies, whether for defense or indemnity or both. to 7.8.2 DB Contractor shall enforce all legal rights against the insurer under the applicable insurance policies immediately notify TxDOT, and applicable Laws in order to collect thereonthereafter keep TxDOT fully informed, including pursuing necessary litigation and enforcement of judgmentsany incident, provided that potential claim, claim or other matter of which DB Contractor shall be deemed to have satisfied this obligation if a judgment is not collectible through the exercise of lawful and diligent meansbecomes aware that involves or could conceivably involve an Indemnified Party. 3.4.16.2 7.8.3 TxDOT agrees to promptly notify DB Contractor of TxDOT’s incidents, potential claims against TxDOT, and matters that may give rise to an insurance claim against TxDOT, to tender to the insurer TxDOT’s defense of the claim under such insurance policies, and to cooperate with DB Contractor as necessary for DB Contractor to fulfill its duties hereunder. DB Contractor shall ensure that, to the extent covered by DB Contractor’s policiesinsurance: (a) 7.8.3.1 For claims and suits that DB Contractor’s insurer reasonably estimates to be within the limits of its available coverage, DB Contractor or its insurer shall communicate and coordinate the defense strategy with TxDOT and the Texas Office of the Attorney General and shall ensure that the insurer does not agree to any settlement without first obtaining the concurrence of the Texas Office of the Attorney General. TxDOT and the Texas Office of the Attorney General shall not unreasonably withhold consent to the strategy and plan communicated by DB Contractor or its insurer to TxDOT and the Texas Office of the Attorney General. Nor , nor shall TxDOT and the Texas Office of the Attorney General unreasonably withhold consent to settlements and compromises proposed by DB Contractor or its insurers that fall within the limits of insurance provided by such insurers. (b) 7.8.3.2 For claims and suits that DB Contractor’s insurer reasonably estimates to be in excess of the available insurance provided by DB Contractor’s insurers, and implicating the potential for damages that are the financial liability or responsibility of TxDOT or the State of Texas, DB Contractor shall ensure that the defense of the claim is coordinated by the insurer with TxDOT and the Texas Office of the Attorney General and shall ensure that DB Contractor’s insurer does not agree to any settlement in excess of DB Contractor’s insurer’s limits of liability without first obtaining the concurrence of the Texas Office of the Attorney General. 3.4.16.3 If 7.8.4 If, in any instance instance, DB Contractor has not performed its obligations respecting insurance set forth in this Capital Maintenance Contract Agreement or is unable to enforce and collect any such insurance for failure to assert claims in accordance with the terms of the insurance policies or to prosecute claims diligently, then then, for purposes of determining DB Contractor’s liability and the limits thereon or determining reductions in compensation due from TxDOT to DB Contractor on account of available insurance, DB Contractor shall be treated as if it has elected to self-insure up to the full amount of insurance coverage that would have been available had DB Contractor performed such obligations and not committed such failure. Nothing in the CMC CMA Documents shall be construed to treat DB Contractor as electing to self-insure where DB Contractor is unable to collect due to the bankruptcy or insolvency of any insurer that that, at the time the insurance policy is written meets the rating qualifications set forth in this Section 3.47. 3.4.16.4 If 7.8.5 If, in any instance instance, DB Contractor has not promptly performed its obligation to report to applicable insurers and process any potential insurance claim tendered by TxDOT or another Indemnified Party, then TxDOT or the other Indemnified Party may, but is not obligated to: , (ia) notify DB Contractor in writing of TxDOT’s intent to report the claim directly with the insurer and thereafter process the claim; , and (iib) proceed with reporting and processing the claim if TxDOT or the other Indemnified Party does not receive from DB Contractor, within ten days 10 Days after so notifying DB Contractor, written proof that DB Contractor has reported the claim directly to the insurer. TxDOT or the other Indemnified Party may dispense with such notice to DB Contractor if TxDOT or the other Indemnified Party has a good faith belief that more rapid reporting is needed to preserve the claim. 3.4.16.5 7.8.6 Unless otherwise directed by XxXXX in writing, DB Contractor shall be responsible for reporting and processing all potential claims by TxDOT or DB Contractor against the insurance required to be provided under Section 7.7. DB Contractor agrees to report to the insurers in a timely manner any and all matters that may give rise to an insurance claim and to promptly and diligently pursue any and all insurance claims on behalf of TxDOT, whether for defense or indemnity or both. 7.8.7 All insurance proceeds received by DB Contractor for any insured loss under the builder’s risk insurance policies policy required by this Capital Maintenance Contract in excess of $10,000,000 Agreement shall be paid into a separate insurance proceeds account and shall be held in trust for the purposes of, and to be applied in accordance with, this Capital Maintenance ContractAgreement.

Prosecution of Insurance Claims. 3.4.16.1 7.8.1 Unless otherwise directed by TxDOT in writing with respect to TxDOT’s insurance claims, DB Contractor shall be responsible for reporting and processing all potential claims by TxDOT or DB Contractor against the insurance policies required hereunder. DB Contractor agrees to report timely to the insurer(s) under such insurance policies any and all matters that may give rise to an insurance claim by DB Contractor or TxDOT or another Indemnified Party and to promptly and diligently pursue such insurance claims in accordance with the claims procedures specified in such insurance policies, whether for defense or indemnity or both. all 7.8.2 DB Contractor shall enforce all legal rights against the insurer under the applicable insurance policies immediately notify TxDOT, and applicable Laws in order to collect thereonthereafter keep TxDOT fully informed, including pursuing necessary litigation and enforcement of judgmentsany incident, provided that potential claim, claim or other matter of which DB Contractor shall be deemed to have satisfied this obligation if a judgment is not collectible through the exercise of lawful and diligent meansbecomes aware that involves or could conceivably involve an Indemnified Party. 3.4.16.2 7.8.3 TxDOT agrees to promptly notify DB Contractor of TxDOT’s incidents, potential claims against TxDOT, and matters that may give rise to an insurance claim against TxDOT, to tender to the insurer TxDOT’s defense of the claim under such insurance policies, and to cooperate with DB Contractor as necessary for DB Contractor to fulfill its duties hereunder. DB Contractor shall ensure that, to the extent covered by DB Contractor’s policiesinsurance: (a) 7.8.3.1. For claims and suits that which DB Contractor’s insurer reasonably estimates to be within the limits of its available coverage, DB Contractor or its insurer shall communicate and coordinate the defense strategy with TxDOT and the Texas Office of the Attorney General and shall ensure that the insurer does not agree to any settlement without first obtaining the concurrence of the Texas Office of the Attorney General. TxDOT and the Texas Office of the Attorney General shall not unreasonably withhold consent to the strategy and plan communicated by the DB Contractor or its insurer to TxDOT and the Texas Office of the Attorney General. Nor shall TxDOT and the Texas Office of the Attorney General unreasonably withhold consent to settlements and compromises proposed by DB Contractor or its insurers that which fall within the limits of insurance provided by such insurers. (b) 7.8.3.2. For claims and suits that which DB Contractor’s insurer reasonably estimates to be in excess of the available insurance provided by DB Contractor’s insurers, and implicating the potential for damages that which are the financial liability or responsibility of TxDOT or the State of Texas, DB Contractor shall ensure that the defense of the claim is coordinated by the insurer with TxDOT and the Texas Office of the Attorney General and shall ensure that the DB Contractor’s insurer does not agree to any settlement in excess of DB Contractor’s insurer’s limits of liability without first obtaining the concurrence of the Texas Office of the Attorney General. 3.4.16.3 7.8.4 If in any instance DB Contractor has not performed its obligations respecting insurance set forth in this Capital Comprehensive Maintenance Contract Agreement or is unable to enforce and collect any such insurance for failure to assert claims in accordance with the terms of the insurance policies or to prosecute claims diligently, then for purposes of determining DB Contractor’s liability and the limits thereon or determining reductions in compensation due from TxDOT to DB Contractor on account of available insurance, DB Contractor shall be treated as if it has elected to self-insure up to the full amount of insurance coverage that would have been available had DB Contractor performed such obligations and not committed such failure. Nothing in the CMC COMA Documents shall be construed to treat DB Contractor as electing to self-self- insure where DB Contractor is unable to collect due to the bankruptcy or insolvency of any insurer that at the time the insurance policy is written meets the rating qualifications set forth in this Section 3.47. 3.4.16.4 7.8.5 If in any instance DB Contractor has not promptly performed its obligation to report to applicable insurers and process any potential insurance claim tendered by TxDOT or another Indemnified Party, then TxDOT or the other Indemnified Party may, but is not obligated to: (ia) notify DB Contractor in writing of TxDOT’s intent to report the claim directly with the insurer and thereafter process the claim; and (iib) proceed with reporting and processing the claim if TxDOT or the other Indemnified Party does not receive from DB Contractor, within ten days Days after so notifying DB Contractor, written proof that DB Contractor has reported the claim directly to the insurer. TxDOT or the other Indemnified Party may dispense with such notice to DB Contractor if TxDOT or the other Indemnified Party has a good faith belief that more rapid reporting is needed to preserve the claim. 3.4.16.5 7.8.6 Unless otherwise directed by TxDOT in writing, DB Contractor shall be responsible for reporting and processing all potential claims by TxDOT or DB Contractor against the insurance required to be provided under Section 7.7. DB Contractor agrees to report to the insurer(s) in a timely manner any and all matters which may give rise to an insurance claim and to promptly and diligently pursue any and all insurance claims on behalf of TxDOT, whether for defense or indemnity or both. 7.8.7 All insurance proceeds received by DB Contractor for any insured loss under the builder’s 's risk and/or property insurance policies required by this Capital Comprehensive Maintenance Contract in excess of $10,000,000 Agreement shall be paid into a separate insurance proceeds account and shall be held in trust for the purposes of, and to be applied in accordance with, this Capital Comprehensive Maintenance ContractAgreement.

Prosecution of Insurance Claims. 3.4.16.1 7.8.1 Unless otherwise directed by TxDOT in writing with respect to TxDOT’s insurance claims, DB Contractor shall be responsible for reporting and processing all potential claims by TxDOT or DB Contractor against the insurance policies required hereunder. DB Contractor agrees to report timely to the insurer(s) under such insurance policies any and all matters that may give rise to an insurance claim by DB Contractor or TxDOT or another Indemnified Party and to promptly and diligently pursue such insurance claims in accordance with the claims procedures specified in such insurance policies, whether for defense or indemnity or both. DB Contractor shall enforce all legal rights against the insurer under the applicable insurance policies and applicable Laws in order to collect thereon, including pursuing necessary litigation and enforcement of judgments, provided that DB Contractor shall be deemed to have satisfied this obligation if a judgment is not collectible through the exercise of lawful and diligent means. 3.4.16.2 7.8.2 DB Contractor shall immediately notify TxDOT, and thereafter keep TxDOT fully informed, of any incident, potential claim, claim or other matter of which DB Contractor becomes aware that involves or could conceivably involve an Indemnified Party. 7.8.3 TxDOT agrees to promptly notify DB Contractor of TxDOT’s incidents, potential claims against TxDOT, and matters that may give rise to an insurance claim against TxDOT, to tender to the insurer TxDOT’s defense of the claim under such insurance policies, and to cooperate with DB Contractor as necessary for DB Contractor to fulfill its duties hereunder. DB Contractor shall ensure that, to the extent covered by DB Contractor’s policiesinsurance: (a) 7.8.3.1. For claims and suits that which DB Contractor’s insurer reasonably estimates to be within the limits of its available coverage, DB Contractor or its insurer shall communicate and coordinate the defense strategy with TxDOT and the Texas Office of the Attorney General and shall ensure that the insurer does not agree to any settlement without first obtaining the concurrence of the Texas Office of the Attorney General. TxDOT and the Texas Office of the Attorney General shall not unreasonably withhold consent to the strategy and plan communicated by DB Contractor or its insurer to TxDOT and the Texas Office of the Attorney Generalto 7.8.3.2. Nor shall TxDOT and the Texas Office of the Attorney General unreasonably withhold consent to settlements and compromises proposed by DB Contractor or its insurers that fall within the limits of insurance provided by such insurers. (b) For claims and suits that which DB Contractor’s insurer reasonably estimates to be in excess of the available insurance provided by DB Contractor’s insurers, and implicating the potential for damages that which are the financial liability or responsibility of TxDOT or the State of Texas, DB Contractor shall ensure that the defense of the claim is coordinated by the insurer with TxDOT and the Texas Office of the Attorney General and shall ensure that the DB Contractor’s insurer does not agree to any settlement in excess of DB Contractor’s insurer’s limits of liability without first obtaining the concurrence of the Texas Office of the Attorney General. 3.4.16.3 7.8.4 If in any instance DB Contractor has not performed its obligations respecting insurance set forth in this Capital Comprehensive Maintenance Contract Agreement or is unable to enforce and collect any such insurance for failure to assert claims in accordance with the terms of the insurance policies or to prosecute claims diligently, then for purposes of determining DB Contractor’s liability and the limits thereon or determining reductions in compensation due from TxDOT to DB Contractor on account of available insurance, DB Contractor shall be treated as if it has elected to self-insure up to the full amount of insurance coverage that would have been available had DB Contractor performed such obligations and not committed such failure. Nothing in the CMC COMA Documents shall be construed to treat DB Contractor as electing to self-self- insure where DB Contractor is unable to collect due to the bankruptcy or insolvency of any insurer that at the time the insurance policy is written meets the rating qualifications set forth in this Section 3.47. 3.4.16.4 7.8.5 If in any instance DB Contractor has not promptly performed its obligation to report to applicable insurers and process any potential insurance claim tendered by TxDOT or another Indemnified Party, then TxDOT or the other Indemnified Party may, but is not obligated to: (ia) notify DB Contractor in writing of TxDOT’s intent to report the claim directly with the insurer and thereafter process the claim; and (iib) proceed with reporting and processing the claim if TxDOT or the other Indemnified Party does not receive from DB Contractor, within ten days Days after so notifying DB Contractor, written proof that DB Contractor has reported the claim directly to the insurer. TxDOT or the other Indemnified Party may dispense with such notice to DB Contractor if TxDOT or the other Indemnified Party has a good faith belief that more rapid reporting is needed to preserve the claim. 3.4.16.5 7.8.6 Unless otherwise directed by XxXXX in writing, DB Contractor shall be responsible for reporting and processing all potential claims by TxDOT or DB Contractor against the insurance required to be provided under Section 7.7. DB Contractor agrees to report to the insurer(s) in a timely manner any and all matters which may give rise to an insurance claim and to promptly and diligently pursue any and all insurance claims on behalf of TxDOT, whether for defense or indemnity or both. 7.8.7 All insurance proceeds received by DB Contractor for any insured loss under the builder’s 's risk and/or property insurance policies required by this Capital Comprehensive Maintenance Contract in excess of $10,000,000 Agreement shall be paid into a separate insurance proceeds account and shall be held in trust for the purposes of, and to be applied in accordance with, this Capital Comprehensive Maintenance ContractAgreement.

Prosecution of Insurance Claims. 3.4.16.1 7.4.1 Unless otherwise directed by TxDOT in writing with respect to TxDOT’s insurance claimsClaims, DB Maintenance Contractor shall be responsible for reporting and processing all potential claims Claims by TxDOT or DB Maintenance Contractor against the insurance policies required hereunder. DB Maintenance Contractor agrees to report timely to the insurer(s) under such insurance policies any and all matters that which may give rise to an insurance claim Claim by DB Maintenance Contractor or TxDOT or another Indemnified Party and to promptly and diligently pursue such insurance claims Claims in accordance with the claims Claims procedures specified in such insurance policies, whether for defense or indemnity or both. DB Maintenance Contractor shall enforce all legal rights against the insurer under the applicable insurance policies and applicable Laws in order to collect thereon, including pursuing necessary litigation and enforcement of judgments, provided that DB Maintenance Contractor shall be deemed to have satisfied this obligation if a judgment is not collectible through the exercise of lawful and diligent means. 3.4.16.2 7.4.2 TxDOT agrees to promptly notify DB Maintenance Contractor of TxDOT’s incidents, potential claims Claims against TxDOT, and matters that which may give rise to an insurance claim Claim against TxDOT, to tender to the insurer TxDOT’s defense of the claim Claim under such insurance policies, and to cooperate with DB Maintenance Contractor as necessary for DB Maintenance Contractor to fulfill its duties hereunder. DB Contractor shall ensure that, to the extent covered by DB Contractor’s policies: (a) For claims and suits that DB Contractor’s insurer reasonably estimates to be within the limits of its available coverage, DB Contractor or its insurer shall communicate and coordinate the defense strategy with TxDOT and the Texas Office of the Attorney General and shall ensure that the insurer does not agree to any settlement without first obtaining the concurrence of the Texas Office of the Attorney General. TxDOT and the Texas Office of the Attorney General shall not unreasonably withhold consent to the strategy and plan communicated by DB Contractor or its insurer to TxDOT and the Texas Office of the Attorney General. Nor shall TxDOT and the Texas Office of the Attorney General unreasonably withhold consent to settlements and compromises proposed by DB Contractor or its insurers that fall within the limits of insurance provided by such insurers. (b) For claims and suits that DB Contractor’s insurer reasonably estimates to be in excess of the available insurance provided by DB Contractor’s insurers, and implicating the potential for damages that are the financial liability or responsibility of TxDOT or the State of Texas, DB Contractor shall ensure that the defense of the claim is coordinated by the insurer with TxDOT and the Texas Office of the Attorney General and shall ensure that DB Contractor’s insurer does not agree to any settlement in excess of DB Contractor’s insurer’s limits of liability without first obtaining the concurrence of the Texas Office of the Attorney General. 3.4.16.3 7.4.3 If in any instance DB Maintenance Contractor has not performed its obligations respecting insurance set forth in this Capital Maintenance Contract CMA or is unable to enforce and collect any such insurance for failure to assert claims Claims in accordance with the terms of the insurance policies or to prosecute claims Claims diligently, then for purposes of determining DB Maintenance Contractor’s liability and the limits thereon or determining reductions in compensation due from TxDOT to DB Maintenance Contractor on account of available insurance, DB Maintenance Contractor shall be treated as if it has elected to self-insure up to the full amount of insurance coverage that which would have been available had DB Maintenance Contractor performed such obligations and not committed such failure. Nothing in the CMC CMA Documents shall be construed to treat DB Maintenance Contractor as electing to self-insure where DB Maintenance Contractor is unable to collect due to the bankruptcy or insolvency of any insurer that which at the time the insurance policy is written meets the rating qualifications set forth in this Section 3.47.3.1. 3.4.16.4 7.4.4 If in any instance DB Maintenance Contractor has not promptly performed its obligation to report to applicable insurers and process any potential insurance claim Claim tendered by TxDOT or another Indemnified Party, then TxDOT or the other Indemnified Party may, but is not obligated to: (ia) notify DB Maintenance Contractor in writing of TxDOT’s intent to report the claim Claim directly with the insurer and thereafter process the claimClaim; and (iib) proceed with reporting and processing the claim Claim if TxDOT or the other Indemnified Party does not receive from DB Maintenance Contractor, within ten days after so notifying DB Maintenance Contractor, written proof that DB Maintenance Contractor has reported the claim Claim directly to the insurer. TxDOT or the other Indemnified Party may dispense with such notice to DB Maintenance Contractor if TxDOT or the other Indemnified Party has a good faith belief that more rapid reporting is needed to preserve the claimClaim. 3.4.16.5 All insurance proceeds received 7.4.5 Unless otherwise directed by DB XxXXX in writing, Maintenance Contractor for any insured loss under the builder’s risk insurance policies required by this Capital Maintenance Contract in excess of $10,000,000 shall be paid into a separate responsible for reporting and processing all potential Claims by TxDOT or Maintenance Contractor against the insurance proceeds account required to be provided under Section 7.3. Maintenance Contractor agrees to report timely to the insurer(s) any and shall be held in trust all matters which may give rise to an insurance Claim and to promptly and diligently pursue any and all insurance Claims on behalf of TxDOT, whether for defense or indemnity or both. TxDOT agrees to promptly notify Maintenance Contractor of TxDOT’s incidents, potential Claims, and matters which may give rise to an insurance Claim by TxDOT, to tender its defense or the purposes ofClaim to Maintenance Contractor, and to be applied in accordance with, this Capital cooperate with Maintenance ContractContractor as necessary for Maintenance Contractor to fulfill its duties hereunder.

Prosecution of Insurance Claims. 3.4.16.1 7.8.1 Unless otherwise directed by TxDOT in writing with respect to TxDOT’s insurance claims, DB Contractor shall be responsible for reporting and processing all potential claims by TxDOT or DB Contractor against the insurance policies required hereunder. DB Contractor agrees to report timely to the insurer(s) under such insurance policies any and all matters that may give rise to an insurance claim by DB Contractor or TxDOT or another Indemnified Party and to promptly and diligently pursue such insurance claims in accordance with the claims procedures specified in such insurance policies, whether for defense or indemnity or both. another 7.8.2 DB Contractor shall enforce all legal rights against the insurer under the applicable insurance policies immediately notify TxDOT, and applicable Laws in order to collect thereonthereafter keep TxDOT fully informed, including pursuing necessary litigation and enforcement of judgmentsany incident, provided that potential claim, claim or other matter of which DB Contractor shall be deemed to have satisfied this obligation if a judgment is not collectible through the exercise of lawful and diligent meansbecomes aware that involves or could conceivably involve an Indemnified Party. 3.4.16.2 7.8.3 TxDOT agrees to promptly notify DB Contractor of TxDOT’s incidents, potential claims against TxDOT, and matters that may give rise to an insurance claim against TxDOT, to tender to the insurer TxDOT’s defense of the claim under such insurance policies, and to cooperate with DB Contractor as necessary for DB Contractor to fulfill its duties hereunder. DB Contractor shall ensure that, to the extent covered by DB Contractor’s policiesinsurance: (a) 7.8.3.1. For claims and suits that which DB Contractor’s insurer reasonably estimates to be within the limits of its available coverage, DB Contractor or its insurer shall communicate and coordinate the defense strategy with TxDOT and the Texas Office of the Attorney General and shall ensure that the insurer does not agree to any settlement without first obtaining the concurrence of the Texas Office of the Attorney General. TxDOT and the Texas Office of the Attorney General shall not unreasonably withhold consent to the strategy and plan communicated by the DB Contractor or its insurer to TxDOT and the Texas Office of the Attorney General. Nor shall TxDOT and the Texas Office of the Attorney General unreasonably withhold consent to settlements and compromises proposed by DB Contractor or its insurers that which fall within the limits of insurance provided by such insurers. (b) 7.8.3.2. For claims and suits that which DB Contractor’s insurer reasonably estimates to be in excess of the available insurance provided by DB Contractor’s insurers, and implicating the potential for damages that which are the financial liability or responsibility of TxDOT or the State of Texas, DB Contractor shall ensure that the defense of the claim is coordinated by the insurer with TxDOT and the Texas Office of the Attorney General and shall ensure that the DB Contractor’s insurer does not agree to any settlement in excess of DB Contractor’s insurer’s limits of liability without first obtaining the concurrence of the Texas Office of the Attorney General. 3.4.16.3 7.8.4 If in any instance DB Contractor has not performed its obligations respecting insurance set forth in this Capital Comprehensive Maintenance Contract Agreement or is unable to enforce and collect any such insurance for failure to assert claims in accordance with the terms of the insurance policies or to prosecute claims diligently, then for purposes of determining DB Contractor’s liability and the limits thereon or determining reductions in compensation due from TxDOT to DB Contractor on account of available insurance, DB Contractor shall be treated as if it has elected to self-insure up to the full amount of insurance coverage that would have been available had DB Contractor performed such obligations and not committed such failure. Nothing in the CMC COMA Documents shall be construed to treat DB Contractor as electing to self-self- insure where DB Contractor is unable to collect due to the bankruptcy or insolvency of any insurer that at the time the insurance policy is written meets the rating qualifications set forth in this Section 3.47. 3.4.16.4 7.8.5 If in any instance DB Contractor has not promptly performed its obligation to report to applicable insurers and process any potential insurance claim tendered by TxDOT or another Indemnified Party, then TxDOT or the other Indemnified Party may, but is not obligated to: (ia) notify DB Contractor in writing of TxDOT’s intent to report the claim directly with the insurer and thereafter process the claim; and (iib) proceed with reporting and processing the claim if TxDOT or the other Indemnified Party does not receive from DB Contractor, within ten days Days after so notifying DB Contractor, written proof that DB Contractor has reported the claim directly to the insurer. TxDOT or the other Indemnified Party may dispense with such notice to DB Contractor if TxDOT or the other Indemnified Party has a good faith belief that more rapid reporting is needed to preserve the claim. 3.4.16.5 7.8.6 Unless otherwise directed by XxXXX in writing, DB Contractor shall be responsible for reporting and processing all potential claims by TxDOT or DB Contractor against the insurance required to be provided under Section 7.7. DB Contractor agrees to report to the insurer(s) in a timely manner any and all matters which may give rise to an insurance claim and to promptly and diligently pursue any and all insurance claims on behalf of TxDOT, whether for defense or indemnity or both. 7.8.7 All insurance proceeds received by DB Contractor for any insured loss under the builder’s 's risk and/or property insurance policies required by this Capital Comprehensive Maintenance Contract in excess of $10,000,000 Agreement shall be paid into a separate insurance proceeds account and shall be held in trust for the purposes of, and to be applied in accordance with, this Capital Comprehensive Maintenance ContractAgreement.

Prosecution of Insurance Claims. 3.4.16.1 7.5.1 Unless otherwise directed by TxDOT in writing with respect to TxDOT’s insurance claims, DB Maintenance Contractor shall be responsible for reporting and processing all potential claims by TxDOT or DB Maintenance Contractor against the insurance policies required hereunder. DB Maintenance Contractor agrees to report timely to the insurer(s) under such insurance policies any and all matters that which may give rise to an insurance claim by DB Contractor or TxDOT or another Indemnified Party and to promptly and diligently pursue such insurance claims in accordance with the claims procedures specified in such insurance policies, whether for defense or indemnity or both. DB Contractor shall enforce all legal rights against the insurer under the applicable insurance policies and applicable Laws in order to collect thereon, including pursuing necessary litigation and enforcement of judgments, provided that DB Contractor shall be deemed to have satisfied this obligation if a judgment is not collectible through the exercise of lawful and diligent means.by 3.4.16.2 7.5.2 TxDOT agrees to promptly notify DB Maintenance Contractor of TxDOT’s incidents, potential claims against TxDOT, and matters that which may give rise to an insurance claim against TxDOT, to tender to the insurer TxDOT’s defense of the claim under such insurance policies, and to cooperate with DB Maintenance Contractor as necessary for DB Maintenance Contractor to fulfill its duties hereunder. DB Contractor shall ensure that, to the extent covered by DB Contractor’s policies: (a) For claims and suits that DB Contractor’s insurer reasonably estimates to be within the limits of its available coverage, DB Contractor or its insurer shall communicate and coordinate the defense strategy with TxDOT and the Texas Office of the Attorney General and shall ensure that the insurer does not agree to any settlement without first obtaining the concurrence of the Texas Office of the Attorney General. TxDOT and the Texas Office of the Attorney General shall not unreasonably withhold consent to the strategy and plan communicated by DB Contractor or its insurer to TxDOT and the Texas Office of the Attorney General. Nor shall TxDOT and the Texas Office of the Attorney General unreasonably withhold consent to settlements and compromises proposed by DB Contractor or its insurers that fall within the limits of insurance provided by such insurers. (b) For claims and suits that DB Contractor’s insurer reasonably estimates to be in excess of the available insurance provided by DB Contractor’s insurers, and implicating the potential for damages that are the financial liability or responsibility of TxDOT or the State of Texas, DB Contractor shall ensure that the defense of the claim is coordinated by the insurer with TxDOT and the Texas Office of the Attorney General and shall ensure that DB Contractor’s insurer does not agree to any settlement in excess of DB Contractor’s insurer’s limits of liability without first obtaining the concurrence of the Texas Office of the Attorney General. 3.4.16.3 7.5.3 If in any instance DB Maintenance Contractor has not performed its obligations respecting insurance coverage set forth in this Capital Maintenance Contract Agreement or is unable to enforce and collect any such insurance for failure to assert claims in accordance with the terms of the insurance policies or to prosecute claims diligently, then for purposes of determining DB Maintenance Contractor’s liability and the limits thereon or determining reductions in compensation due from TxDOT to DB Maintenance Contractor on account of available insurance, DB Maintenance Contractor shall be treated as if it has elected to self-insure up to the full amount of insurance coverage that which would have been available had DB Maintenance Contractor performed such obligations and not committed such failure. Nothing in the CMC CMA Documents shall be construed to treat DB Maintenance Contractor as electing to self-insure where DB Maintenance Contractor is unable to collect due to the bankruptcy or insolvency of any insurer that which at the time the insurance policy is written meets the rating qualifications set forth in this Section 3.47.4.1. 3.4.16.4 7.5.4 If in any instance DB Maintenance Contractor has not promptly performed its obligation to report to applicable insurers and process any potential insurance claim tendered by TxDOT or another Indemnified Party, then TxDOT or the other Indemnified Party may, but is not obligated to: (ia) notify DB Maintenance Contractor in writing of TxDOT’s intent to report the claim directly with the insurer and thereafter process the claim; and (iib) proceed with reporting and processing the claim if TxDOT or the other Indemnified Party does not receive from DB Maintenance Contractor, within ten days after so notifying DB Maintenance Contractor, written proof that DB Maintenance Contractor has reported the claim directly to the insurer. TxDOT or the other Indemnified Party may dispense with such notice to DB Maintenance Contractor if TxDOT or the other Indemnified Party has a good faith belief that more rapid reporting is needed to preserve the claim. 3.4.16.5 All insurance proceeds received 7.5.5 Unless otherwise directed by DB TxDOT in writing, Maintenance Contractor for any insured loss under the builder’s risk insurance policies required by this Capital Maintenance Contract in excess of $10,000,000 shall be paid into a separate responsible for reporting and processing all potential claims by TxDOT or Maintenance Contractor against the insurance proceeds account required to be provided under Section 7.4. Maintenance Contractor agrees to report timely to the insurer(s) any and shall be held in trust all matters which may give rise to an insurance claim and to promptly and diligently pursue any and all insurance claims on behalf of TxDOT, whether for defense or indemnity or both. TxDOT agrees to promptly notify Maintenance Contractor of TxDOT’s incidents, potential claims, and matters which may give rise to an insurance claim by TxDOT, to tender its defense or the purposes ofclaim to Maintenance Contractor, and to be applied in accordance with, this Capital cooperate with Maintenance ContractContractor as necessary for Maintenance Contractor to fulfill its duties hereunder.

Prosecution of Insurance Claims. 3.4.16.1 7.4.1 Unless otherwise directed by TxDOT in writing with respect to TxDOT’s insurance claims, DB Maintenance Contractor shall be responsible for reporting and processing all potential claims by TxDOT or DB Maintenance Contractor against the insurance policies required hereunder. DB Maintenance Contractor agrees to report timely to the insurer(s) under such insurance policies any and all matters that which may give rise to an insurance claim by DB Maintenance Contractor or TxDOT or another Indemnified Party and to promptly and diligently pursue such insurance claims in accordance with the claims procedures specified in such insurance policies, whether for defense or indemnity or both. DB Maintenance Contractor shall enforce all legal rights against the insurer under the applicable insurance policies and applicable Laws in order to collect thereon, including pursuing necessary litigation and enforcement of judgments, provided that DB Maintenance Contractor shall be deemed to have satisfied this obligation if a judgment is not collectible through the exercise of lawful and diligent means. 3.4.16.2 7.4.2 TxDOT agrees to promptly notify DB Maintenance Contractor of TxDOT’s incidents, potential claims against TxDOT, and matters that which may give rise to an insurance claim against TxDOT, to tender to the insurer TxDOT’s defense of the claim under such insurance policies, and to cooperate with DB Maintenance Contractor as necessary for DB Maintenance Contractor to fulfill its duties hereunder. DB Contractor shall ensure that, to the extent covered by DB Contractor’s policies: (a) For claims and suits that DB Contractor’s insurer reasonably estimates to be within the limits of its available coverage, DB Contractor or its insurer shall communicate and coordinate the defense strategy with TxDOT and the Texas Office of the Attorney General and shall ensure that the insurer does not agree to any settlement without first obtaining the concurrence of the Texas Office of the Attorney General. TxDOT and the Texas Office of the Attorney General shall not unreasonably withhold consent to the strategy and plan communicated by DB Contractor or its insurer to TxDOT and the Texas Office of the Attorney General. Nor shall TxDOT and the Texas Office of the Attorney General unreasonably withhold consent to settlements and compromises proposed by DB Contractor or its insurers that fall within the limits of insurance provided by such insurers. (b) For claims and suits that DB Contractor’s insurer reasonably estimates to be in excess of the available insurance provided by DB Contractor’s insurers, and implicating the potential for damages that are the financial liability or responsibility of TxDOT or the State of Texas, DB Contractor shall ensure that the defense of the claim is coordinated by the insurer with TxDOT and the Texas Office of the Attorney General and shall ensure that DB Contractor’s insurer does not agree to any settlement in excess of DB Contractor’s insurer’s limits of liability without first obtaining the concurrence of the Texas Office of the Attorney General. 3.4.16.3 7.4.3 If in any instance DB Maintenance Contractor has not performed its obligations respecting insurance set forth in this Capital Maintenance Contract Agreement or is unable to enforce and collect any such insurance for failure to assert claims in accordance with the terms of the insurance policies or to prosecute claims diligently, then for purposes of determining DB Maintenance Contractor’s liability and the limits thereon or determining reductions in compensation due from TxDOT to DB Maintenance Contractor on account of available insurance, DB Maintenance Contractor shall be treated as if it has elected to self-insure up to the full amount of insurance coverage that which would have been available had DB Maintenance Contractor performed such obligations and not committed such failure. Nothing in the CMC CMA Documents shall be construed to treat DB Maintenance Contractor as electing to self-insure where DB Maintenance Contractor is unable to collect due to the bankruptcy or insolvency of any insurer that which at the time the insurance policy is written meets the rating qualifications set forth in this Section 3.47.4.1. 3.4.16.4 7.4.4 If in any instance DB Maintenance Contractor has not promptly performed its obligation to report to applicable insurers and process any potential insurance claim tendered by TxDOT or another Indemnified Party, then TxDOT or the other Indemnified Party may, but is not obligated to: (ia) notify DB Maintenance Contractor in writing of TxDOT’s intent to report the claim directly with the insurer and thereafter process the claim; and (iib) proceed with reporting and processing the claim if TxDOT or the other Indemnified Party does not receive from DB Maintenance Contractor, within ten days after so notifying DB Maintenance Contractor, written proof that DB Maintenance Contractor has reported the claim directly to the insurer. TxDOT or the other Indemnified Party may dispense with such notice to DB Maintenance Contractor if TxDOT or the other Indemnified Party has a good faith belief that more rapid reporting is needed to preserve the claim. 3.4.16.5 All insurance proceeds received 7.4.5 Unless otherwise directed by DB TxDOT in writing, Maintenance Contractor for any insured loss under the builder’s risk insurance policies required by this Capital Maintenance Contract in excess of $10,000,000 shall be paid into a separate responsible for reporting and processing all potential claims by TxDOT or Maintenance Contractor against the insurance proceeds account required to be provided under Section 7.3. Maintenance Contractor agrees to report timely to the insurer(s) any and shall be held in trust all matters which may give rise to an insurance claim and to promptly and diligently pursue any and all insurance claims on behalf of TxDOT, whether for defense or indemnity or both. TxDOT agrees to promptly notify Maintenance Contractor of TxDOT’s incidents, potential claims, and matters which may give rise to an insurance claim by TxDOT, to tender its defense or the purposes ofclaim to Maintenance Contractor, and to be applied in accordance with, this Capital cooperate with Maintenance ContractContractor as necessary for Maintenance Contractor to fulfill its duties hereunder.

Prosecution of Insurance Claims. 3.4.16.1 7.4.1 Unless otherwise directed by TxDOT in writing with respect to TxDOT’s insurance claims, DB Maintenance Contractor shall be responsible for reporting and processing all potential claims by TxDOT or DB Maintenance Contractor against the insurance policies required hereunder. DB Maintenance Contractor agrees to report timely to the insurer(s) under such insurance policies any and all matters that which may give rise to an insurance claim by DB Maintenance Contractor or TxDOT or another Indemnified Party and to promptly and diligently pursue such insurance claims in accordance with the claims procedures specified in such insurance policies, whether for defense or indemnity or both. DB Maintenance Contractor shall enforce all legal rights against the insurer under the applicable insurance policies and applicable Laws in order to collect thereon, including pursuing necessary litigation and enforcement of judgments, provided that DB Maintenance Contractor shall be deemed to have satisfied this obligation if a judgment is not collectible through the exercise of lawful and diligent means. 3.4.16.2 7.4.2 TxDOT agrees to promptly notify DB Maintenance Contractor of TxDOT’s incidents, potential claims against TxDOT, and matters that which may give rise to an insurance claim against TxDOT, to tender to the insurer TxDOT’s defense of the claim under such insurance policies, and to cooperate with DB Maintenance Contractor as necessary for DB Maintenance Contractor to fulfill its duties hereunder. DB Contractor shall ensure that, to the extent covered by DB Contractor’s policies: (a) For claims and suits that DB Contractor’s insurer reasonably estimates to be within the limits of its available coverage, DB Contractor or its insurer shall communicate and coordinate the defense strategy with TxDOT and the Texas Office of the Attorney General and shall ensure that the insurer does not agree to any settlement without first obtaining the concurrence of the Texas Office of the Attorney General. TxDOT and the Texas Office of the Attorney General shall not unreasonably withhold consent to the strategy and plan communicated by DB Contractor or its insurer to TxDOT and the Texas Office of the Attorney General. Nor shall TxDOT and the Texas Office of the Attorney General unreasonably withhold consent to settlements and compromises proposed by DB Contractor or its insurers that fall within the limits of insurance provided by such insurers. (b) For claims and suits that DB Contractor’s insurer reasonably estimates to be in excess of the available insurance provided by DB Contractor’s insurers, and implicating the potential for damages that are the financial liability or responsibility of TxDOT or the State of Texas, DB Contractor shall ensure that the defense of the claim is coordinated by the insurer with TxDOT and the Texas Office of the Attorney General and shall ensure that DB Contractor’s insurer does not agree to any settlement in excess of DB Contractor’s insurer’s limits of liability without first obtaining the concurrence of the Texas Office of the Attorney General. 3.4.16.3 7.4.3 If in any instance DB Maintenance Contractor has not performed its obligations respecting insurance set forth in this Capital Maintenance Contract Agreement or is unable to enforce and collect any such insurance for failure to assert claims in accordance with the terms of the insurance policies or to prosecute claims diligently, then for purposes of determining DB Maintenance Contractor’s liability and the limits thereon or determining reductions in compensation due from TxDOT to DB Maintenance Contractor on account of available insurance, DB Maintenance Contractor shall be treated as if it has elected to self-insure up to the full amount of insurance coverage that which would have been available had DB Maintenance Contractor performed such obligations and not committed such failure. Nothing in the CMC Documents shall be construed to treat DB Contractor as electing to self-insure where DB Contractor is unable to collect due to the bankruptcy or insolvency of any insurer that at the time the insurance policy is written meets the rating qualifications set forth in this Section 3.4.performed 3.4.16.4 7.4.4 If in any instance DB Maintenance Contractor has not promptly performed its obligation to report to applicable insurers and process any potential insurance claim tendered by TxDOT or another Indemnified Party, then TxDOT or the other Indemnified Party may, but is not obligated to: (ia) notify DB Maintenance Contractor in writing of TxDOT’s intent to report the claim directly with the insurer and thereafter process the claim; and (iib) proceed with reporting and processing the claim if TxDOT or the other Indemnified Party does not receive from DB Maintenance Contractor, within ten days after so notifying DB Maintenance Contractor, written proof that DB Maintenance Contractor has reported the claim directly to the insurer. TxDOT or the other Indemnified Party may dispense with such notice to DB Maintenance Contractor if TxDOT or the other Indemnified Party has a good faith belief that more rapid reporting is needed to preserve the claim. 3.4.16.5 All insurance proceeds received 7.4.5 Unless otherwise directed by DB TxDOT in writing, Maintenance Contractor for any insured loss under the builder’s risk insurance policies required by this Capital Maintenance Contract in excess of $10,000,000 shall be paid into a separate responsible for reporting and processing all potential claims by TxDOT or Maintenance Contractor against the insurance proceeds account required to be provided under Section 7.3. Maintenance Contractor agrees to report timely to the insurer(s) any and shall be held in trust all matters which may give rise to an insurance claim and to promptly and diligently pursue any and all insurance claims on behalf of TxDOT, whether for defense or indemnity or both. TxDOT agrees to promptly notify Maintenance Contractor of TxDOT’s incidents, potential claims, and matters which may give rise to an insurance claim by TxDOT, to tender its defense or the purposes ofclaim to Maintenance Contractor, and to be applied in accordance with, this Capital cooperate with Maintenance ContractContractor as necessary for Maintenance Contractor to fulfill its duties hereunder.

Prosecution of Insurance Claims. 3.4.16.1 7.4.1 Unless otherwise directed by TxDOT in writing with respect to TxDOT’s insurance claims, DB Maintenance Contractor shall be responsible for reporting and processing all potential claims by TxDOT or DB Maintenance Contractor against the insurance policies required hereunder. DB Maintenance Contractor agrees to report timely to the insurer(s) under such insurance policies any and all matters that which may give rise to an insurance claim by DB Maintenance Contractor or TxDOT or another Indemnified Party and to promptly and diligently pursue such insurance claims in accordance with the claims procedures specified in such insurance policies, whether for defense or indemnity or both. DB Maintenance Contractor shall enforce all legal rights against the insurer under the applicable insurance policies and applicable Laws in order to collect thereon, including pursuing necessary litigation and enforcement of judgments, provided that DB Maintenance Contractor shall be deemed to have satisfied this obligation if a judgment is not collectible through the exercise of lawful and diligent means. 3.4.16.2 7.4.2 TxDOT agrees to promptly notify DB Maintenance Contractor of TxDOT’s incidents, potential claims against TxDOT, and matters that which may give rise to an insurance claim against TxDOT, to tender to the insurer TxDOT’s defense of the claim under such insurance policies, and to cooperate with DB Maintenance Contractor as necessary for DB Maintenance Contractor to fulfill its duties hereunder. DB Contractor shall ensure that, to the extent covered by DB Contractor’s policies: (a) For claims and suits that DB Contractor’s insurer reasonably estimates to be within the limits of its available coverage, DB Contractor or its insurer shall communicate and coordinate the defense strategy with TxDOT and the Texas Office of the Attorney General and shall ensure that the insurer does not agree to any settlement without first obtaining the concurrence of the Texas Office of the Attorney General. TxDOT and the Texas Office of the Attorney General shall not unreasonably withhold consent to the strategy and plan communicated by DB Contractor or its insurer to TxDOT and the Texas Office of the Attorney General. Nor shall TxDOT and the Texas Office of the Attorney General unreasonably withhold consent to settlements and compromises proposed by DB Contractor or its insurers that fall within the limits of insurance provided by such insurers. (b) For claims and suits that DB Contractor’s insurer reasonably estimates to be in excess of the available insurance provided by DB Contractor’s insurers, and implicating the potential for damages that are the financial liability or responsibility of TxDOT or the State of Texas, DB Contractor shall ensure that the defense of the claim is coordinated by the insurer with TxDOT and the Texas Office of the Attorney General and shall ensure that DB Contractor’s insurer does not agree to any settlement in excess of DB Contractor’s insurer’s limits of liability without first obtaining the concurrence of the Texas Office of the Attorney General. 3.4.16.3 7.4.3 If in any instance DB Maintenance Contractor has not performed its obligations respecting insurance set forth in this Capital Maintenance Contract Agreement or is unable to enforce and collect any such insurance for failure to assert claims in accordance with the terms of the insurance policies or to prosecute claims diligently, then for purposes of determining DB Maintenance Contractor’s liability and the limits thereon or determining reductions in compensation due from TxDOT to DB Maintenance Contractor on account of available insurance, DB Maintenance Contractor shall be treated as if it has elected to self-insure up to the full amount of insurance coverage that which would have been available had DB Maintenance Contractor performed such obligations and not committed such failure. Nothing in the CMC CMA Documents shall be construed to treat DB Maintenance Contractor as electing to self-insure where DB Maintenance Contractor is unable to collect due to the bankruptcy or insolvency of any insurer that which at the time the insurance policy is written meets the rating qualifications set forth in this Section 3.47.4.1. 3.4.16.4 7.4.4 If in any instance DB Maintenance Contractor has not promptly performed its obligation to report to applicable insurers and process any potential insurance claim tendered by TxDOT or another Indemnified Party, then TxDOT or the other Indemnified Party may, but is not obligated to: (ia) notify DB Maintenance Contractor in writing of TxDOT’s intent to report the claim directly with the insurer and thereafter process the claim; and (iib) proceed with reporting and processing the claim if TxDOT or the other Indemnified Party does not receive from DB Maintenance Contractor, within ten days after so notifying DB Maintenance Contractor, written proof that DB Maintenance Contractor has reported the claim directly to the insurer. TxDOT or the other Indemnified Party may dispense with such notice to DB Maintenance Contractor if TxDOT or the other Indemnified Party has a good faith belief that more rapid reporting is needed to preserve the claim.the 3.4.16.5 All insurance proceeds received 7.4.5 Unless otherwise directed by DB TxDOT in writing, Maintenance Contractor for any insured loss under the builder’s risk insurance policies required by this Capital Maintenance Contract in excess of $10,000,000 shall be paid into a separate responsible for reporting and processing all potential claims by TxDOT or Maintenance Contractor against the insurance proceeds account required to be provided under Section 7.3. Maintenance Contractor agrees to report timely to the insurer(s) any and shall be held in trust all matters which may give rise to an insurance claim and to promptly and diligently pursue any and all insurance claims on behalf of TxDOT, whether for defense or indemnity or both. TxDOT agrees to promptly notify Maintenance Contractor of TxDOT’s incidents, potential claims, and matters which may give rise to an insurance claim by TxDOT, to tender its defense or the purposes ofclaim to Maintenance Contractor, and to be applied in accordance with, this Capital cooperate with Maintenance ContractContractor as necessary for Maintenance Contractor to fulfill its duties hereunder.

Prosecution of Insurance Claims. 3.4.16.1 7.8.1 Unless otherwise directed by TxDOT in writing with respect to TxDOT’s insurance claims, DB Contractor shall be responsible for reporting and processing all potential claims by TxDOT or DB Contractor against the insurance policies required hereunder. DB Contractor agrees to report timely to the insurer(s) insurers under such insurance policies any and all matters that may give rise to an insurance claim by DB Contractor or TxDOT or another Indemnified Party and to promptly and diligently pursue such insurance claims in accordance with the claims procedures specified in such insurance policies, whether for defense or indemnity or both. to 7.8.2 DB Contractor shall enforce all legal rights against the insurer under the applicable insurance policies immediately notify TxDOT, and applicable Laws in order to collect thereonthereafter keep TxDOT fully informed, including pursuing necessary litigation and enforcement of judgmentsany incident, provided that potential claim, claim or other matter of which DB Contractor shall be deemed to have satisfied this obligation if a judgment is not collectible through the exercise of lawful and diligent meansbecomes aware that involves or could conceivably involve an Indemnified Party. 3.4.16.2 7.8.3 TxDOT agrees to promptly notify DB Contractor of TxDOT’s incidents, potential claims against TxDOT, and matters that may give rise to an insurance claim against TxDOT, to tender to the insurer TxDOT’s defense of the claim under such insurance policies, and to cooperate with DB Contractor as necessary for DB Contractor to fulfill its duties hereunder. DB Contractor shall ensure that, to the extent covered by DB Contractor’s policiesinsurance: (a) 7.8.3.1 For claims and suits that DB Contractor’s insurer reasonably estimates to be within the limits of its available coverage, DB Contractor or its insurer shall communicate and coordinate the defense strategy with TxDOT and the Texas Office of the Attorney General and shall ensure that the insurer does not agree to any settlement without first obtaining the concurrence of the Texas Office of the Attorney General. TxDOT and the Texas Office of the Attorney General shall not unreasonably withhold consent to the strategy and plan communicated by DB Contractor or its insurer to TxDOT and the Texas Office of the Attorney General. Nor , nor shall TxDOT and the Texas Office of the Attorney General unreasonably withhold consent to settlements and compromises proposed by DB Contractor or its insurers that fall within the limits of insurance provided by such insurers. (b) 7.8.3.2 For claims and suits that DB Contractor’s insurer reasonably estimates to be in excess of the available insurance provided by DB Contractor’s insurers, and implicating the potential for damages that are the financial liability or responsibility of TxDOT or the State of Texas, DB Contractor shall ensure that the defense of the claim is coordinated by the insurer with TxDOT and the Texas Office of the Attorney General and shall ensure that DB Contractor’s insurer does not agree to any settlement in excess of DB Contractor’s insurer’s limits of liability without first obtaining the concurrence of the Texas Office of the Attorney General. 3.4.16.3 If 7.8.4 If, in any instance instance, DB Contractor has not performed its obligations respecting insurance set forth in this Capital Maintenance Contract Agreement or is unable to enforce and collect any such insurance for failure to assert claims in accordance with the terms of the insurance policies or to prosecute claims diligently, then then, for purposes of determining DB Contractor’s liability and the limits thereon or determining reductions in compensation due from TxDOT to DB Contractor on account of available insurance, DB Contractor shall be treated as if it has elected to self-insure up to the full amount of insurance coverage that would have been available had DB Contractor performed such obligations and not committed such failure. Nothing in the CMC CMA Documents shall be construed to treat DB Contractor as electing to self-insure where DB Contractor is unable to collect due to the bankruptcy or insolvency of any insurer that that, at the time the insurance policy is written meets the rating qualifications set forth in this Section 3.47. 3.4.16.4 If 7.8.5 If, in any instance instance, DB Contractor has not promptly performed its obligation to report to applicable insurers and process any potential insurance claim tendered by TxDOT or another Indemnified Party, then TxDOT or the other Indemnified Party may, but is not obligated to: , (ia) notify DB Contractor in writing of TxDOT’s intent to report the claim directly with the insurer and thereafter process the claim; , and (iib) proceed with reporting and processing the claim if TxDOT or the other Indemnified Party does not receive from DB Contractor, within ten days 10 Days after so notifying DB Contractor, written proof that DB Contractor has reported the claim directly to the insurer. TxDOT or the other Indemnified Party may dispense with such notice to DB Contractor if TxDOT or the other Indemnified Party has a good faith belief that more rapid reporting is needed to preserve the claim. 3.4.16.5 7.8.6 Unless otherwise directed by TxDOT in writing, DB Contractor shall be responsible for reporting and processing all potential claims by TxDOT or DB Contractor against the insurance required to be provided under Section 7.7. DB Contractor agrees to report to the insurers in a timely manner any and all matters that may give rise to an insurance claim and to promptly and diligently pursue any and all insurance claims on behalf of TxDOT, whether for defense or indemnity or both. 7.8.7 All insurance proceeds received by DB Contractor for any insured loss under the builder’s risk insurance policies policy required by this Capital Maintenance Contract in excess of $10,000,000 Agreement shall be paid into a separate insurance proceeds account and shall be held in trust for the purposes of, and to be applied in accordance with, this Capital Maintenance ContractAgreement.

Prosecution of Insurance Claims. 3.4.16.1 9.2.1 Unless otherwise directed by TxDOT XxXXX in writing with respect to TxDOT’s insurance claims, DB Contractor shall be responsible for reporting and processing all potential claims by TxDOT or DB Contractor against the insurance policies required hereunder. DB Contractor agrees to report timely to the insurer(s) under such insurance policies any and all matters that may give rise to an insurance claim by DB Contractor or TxDOT or another Indemnified Party and to promptly and diligently pursue such insurance claims in accordance with the claims procedures specified in such insurance policies, whether for defense or indemnity or both. DB Contractor shall enforce all legal rights against the insurer under the applicable insurance policies and applicable Laws in order to collect thereon, including pursuing necessary litigation and enforcement of judgments, provided that DB Contractor shall be deemed to have satisfied this obligation if a judgment is not collectible through the exercise of lawful and diligent means.XxXXX’s 3.4.16.2 9.2.2 TxDOT agrees to promptly notify DB Contractor of TxDOT’s incidents, potential claims against TxDOT, and matters that may give rise to an insurance claim against TxDOT, to tender to the insurer TxDOT’s defense of the claim under such insurance policies, and to cooperate with DB Contractor as necessary for DB Contractor to fulfill its duties hereunder. DB Contractor shall ensure that, to the extent covered by DB Contractor’s policies: (a) 9.2.2.1 For claims and suits that which DB Contractor’s insurer reasonably estimates to be within the limits of its available coverage, DB Contractor or its insurer shall communicate and coordinate the defense strategy with TxDOT and the Texas Office of the Attorney General and shall ensure that the insurer does not agree to any settlement without first obtaining the concurrence of the Texas Office of the Attorney General. TxDOT and the Texas Office of the Attorney General shall not unreasonably withhold consent to the strategy and plan communicated by DB Contractor or its insurer to TxDOT and the Texas Office of the Attorney General. Nor shall TxDOT and the Texas Office of the Attorney General unreasonably withhold consent to settlements and compromises proposed by DB Contractor or its insurers that fall within the limits of insurance provided by such insurers. (b) 9.2.2.2 For claims and suits that which DB Contractor’s insurer reasonably estimates to be in excess of the available insurance provided by DB Contractor’s insurers, and implicating the potential for damages that are the financial liability or responsibility of TxDOT or the State of Texas, DB Contractor shall ensure that the defense of the claim is coordinated by the insurer with TxDOT and the Texas Office of the Attorney General and shall ensure that DB Contractor’s insurer does not agree to any settlement in excess of DB Contractor’s insurer’s limits of liability without first obtaining the concurrence of the Texas Office of the Attorney General. 3.4.16.3 9.2.3 If in any instance DB Contractor has not performed its obligations respecting insurance coverage set forth in this Capital Maintenance Contract Agreement or is unable to enforce and collect any such insurance for failure to assert claims in accordance with the terms of the insurance policies or to prosecute claims diligently, then for purposes of determining DB Contractor’s liability and the limits thereon or determining reductions in compensation due from TxDOT to DB Contractor on account of available insurance, DB Contractor shall be treated as if it has elected to self-insure up to the full amount of insurance coverage that which would have been available had DB Contractor performed such obligations and not committed such failure. Nothing in the CMC Contract Documents shall be construed to treat DB Contractor as electing to self-insure where DB Contractor is unable to collect due to the bankruptcy or insolvency of any insurer that which at the time the insurance policy is written meets the rating qualifications set forth in this Section 3.49. 3.4.16.4 9.2.4 If in any instance DB Contractor has not promptly performed its obligation to report to applicable insurers and process any potential insurance claim tendered by TxDOT or another Indemnified Party, then TxDOT or the other Indemnified Party may, but is not obligated to: (ia) notify DB Contractor in writing of TxDOT’s intent to report the claim directly with the insurer and thereafter process the claim; and (iib) proceed with reporting and processing the claim if TxDOT or the other Indemnified Party does not receive from DB Contractor, within ten days after so notifying DB Contractor, written proof that DB Contractor has reported the claim directly to the insurer. TxDOT or the other Indemnified Party may dispense with such notice to DB Contractor if TxDOT or the other Indemnified Party has a good faith belief that more rapid reporting is needed to preserve the claim. 3.4.16.5 9.2.5 All insurance proceeds received by DB Contractor for any insured loss under the builder’s risk insurance policies required by this Capital Maintenance Contract in excess of $10,000,000 Agreement shall be paid into a separate insurance proceeds account and shall be held in trust for the purposes of, and to be applied in accordance with, this Capital Maintenance ContractAgreement.

Prosecution of Insurance Claims. 3.4.16.1 3.3.16.1 Unless otherwise directed by TxDOT in writing with respect to TxDOT’s insurance claims, DB Contractor shall be responsible for reporting and processing all potential claims by TxDOT or DB Contractor against the insurance policies required hereunder. DB Contractor agrees to report timely to the insurer(s) under such insurance policies any and all matters that may give rise to an insurance claim by DB Contractor or TxDOT or another Indemnified Party and to promptly and diligently pursue such insurance claims in accordance with the claims procedures specified in such insurance policies, whether for defense or indemnity or both. DB Contractor shall enforce all legal rights against the insurer under the applicable insurance policies and applicable Laws in order to collect thereon, including pursuing necessary litigation and enforcement of judgments, provided that DB Contractor shall be deemed to have satisfied this obligation if a judgment is not collectible through the exercise of lawful and diligent means. 3.4.16.2 3.3.16.2 TxDOT agrees to promptly notify DB Contractor of TxDOT’s incidents, potential claims against TxDOT, and matters that may give rise to an insurance claim against TxDOT, to tender to the insurer TxDOT’s defense of the claim under such insurance policies, and to cooperate with DB Contractor as necessary for DB Contractor to fulfill its duties hereunder. For any such incidents, potential claims and matters, DB Contractor shall ensure that, to the extent covered by DB Contractor’s policies: (a) For claims and suits that DB Contractor’s insurer reasonably estimates to be within the limits of its available coverage, DB Contractor or its insurer shall communicate and coordinate the defense strategy with TxDOT and the Texas Office of the Attorney General and shall ensure that the insurer does not agree to any settlement without first obtaining the concurrence of the Texas Office of the Attorney General. TxDOT and the Texas Office of the Attorney General shall not unreasonably withhold consent to the strategy and plan communicated by DB Contractor or its insurer to TxDOT and the Texas Office of the Attorney General. Nor shall TxDOT and the Texas Office of the Attorney General unreasonably withhold consent to settlements and compromises proposed by DB Contractor or its insurers that fall within the limits of insurance provided by such insurers. (b) For claims and suits that DB Contractor’s insurer reasonably estimates to be in excess of the available insurance provided by DB Contractor’s insurers, and implicating the potential for damages that are the financial liability or responsibility of TxDOT or the State of Texas, DB Contractor shall ensure that the defense of the claim is coordinated by the insurer with TxDOT and the Texas Office of the Attorney General and shall ensure that DB Contractor’s insurer does not agree to any settlement in excess of DB Contractor’s insurer’s limits of liability without first obtaining the concurrence of the Texas Office of the Attorney General. 3.4.16.3 3.3.16.3 If in any instance DB Contractor has not performed its obligations respecting insurance set forth in this Capital Maintenance Contract or is unable to enforce and collect any such insurance for failure to assert claims in accordance with the terms of the insurance policies or to prosecute claims diligently, then for purposes of determining DB Contractor’s liability and the limits thereon or determining reductions in compensation due from TxDOT to DB Contractor on account of available insurance, DB Contractor shall be treated as if it has elected to self-insure up to the full amount of insurance coverage that would have been available had DB Contractor performed such obligations and not committed such failure. Nothing in the CMC Documents shall be construed to treat DB Contractor as electing to self-insure where DB Contractor is unable to collect due to the bankruptcy or insolvency of any insurer that at the time the insurance policy is written meets the rating qualifications set forth in this Section 3.43.3. 3.4.16.4 3.3.16.4 If in any instance DB Contractor has not promptly performed its obligation to report to applicable insurers and process any potential insurance claim tendered by TxDOT or another Indemnified Party, then TxDOT or the other Indemnified Party may, but is not obligated to: (i) notify DB Contractor in writing of TxDOT’s intent to report the claim directly with the insurer and thereafter process the claim; and (ii) proceed with reporting and processing the claim if TxDOT or the other Indemnified Party does not receive from DB Contractor, within ten days after so notifying DB Contractor, written proof that DB Contractor has reported the claim directly to the insurer. TxDOT or the other Indemnified Party may dispense with such notice to DB Contractor if TxDOT or the other Indemnified Party has a good faith belief that more rapid reporting is needed to preserve the claim. 3.4.16.5 3.3.16.5 All insurance proceeds received by DB Contractor for any insured loss under the builder’s risk insurance policies required by this Capital Maintenance Contract in excess of $10,000,000 shall be paid into a separate insurance proceeds account and shall be held in trust for the purposes of, and to be applied in accordance with, this Capital Maintenance Contract.