Common use of Representations and Warranties of Developer Clause in Contracts

Representations and Warranties of Developer. Developer represents, warrants and covenants that: 2.3.1 During all periods necessary for the performance of the Work, Developer and its Subcontractors will maintain all required authority, license status, 2.3.2 As of the Effective Date, Developer has evaluated the constraints affecting design and construction of the Project, including the Schematic ROW limits as well as the conditions of the TxDOT-Provided Approvals, and has reasonable grounds for believing and does believe that the Project can be designed and built within such constraints. 2.3.3 Developer has evaluated the feasibility of performing the D&C Work within the Completion Deadlines and for the D&C Price, accounting for constraints affecting the Project, and has reasonable grounds for believing and does believe that such performance (including achievement of Substantial Completion and Final Acceptance of each Phase by the applicable Completion Deadlines for the D&C Price) is feasible and practicable. 2.3.4 Developer has evaluated the feasibility of performing the O&M Work within the deadlines specified herein and for the O&M Price and has reasonable grounds for believing and does believe that such performance is feasible and practicable. 2.3.5 Except as to parcels that TxDOT lacked title or access to prior to the Proposal Due Date, Developer shall have, prior to the Proposal Due Date and in accordance with Good Industry Practice, examined or had the opportunity to examine the Site and surrounding locations, performed or had the opportunity to conduct inspections and tests and to perform appropriate field studies and geotechnical investigations of the Site, investigated and reviewed available public and private records, and undertook other activities sufficient to familiarize itself with surface conditions and subsurface conditions, including the presence of Utilities, Hazardous Materials, contaminated groundwater, archeological, paleontological and cultural resources, and Threatened or Endangered Species, affecting the Site or surrounding locations; and as a result of such opportunity for review, inspection, examination and other activities Developer is familiar with and accepts the physical requirements of the Work, subject to Developer’s rights to seek relief under Section 12. Before commencing any Work on a particular portion or aspect of the Project, Developer shall verify all governing dimensions of the Site and shall examine all adjoining work (including Adjacent Work) that may have an impact on such Work. Developer shall ensure that any design documents and construction documents furnished as part of the Work accurately depict all governing and adjoining dimensions. 2.3.6 Developer has familiarized itself with the requirements of any and all applicable Laws and the conditions of any required Governmental Approvals prior to entering into this Agreement. Except as specifically permitted under Section 12, Developer shall be responsible for complying with the foregoing at its sole cost and without any additional compensation or time extension on account of such compliance, regardless of whether such compliance would require additional time for performance or additional labor, equipment or materials not expressly provided for in the Contract Documents. As of the Effective Date, Developer has no reason to believe that any Governmental Approval required to be obtained by Developer will not be granted in due course and thereafter remain in effect so as to enable the Work to proceed in accordance with the Contract Documents. 2.3.7 All Work furnished by Developer shall be performed by or under the supervision of Persons who hold all necessary and valid licenses to perform the Work in the State, by personnel who are careful, skilled, experienced and competent in their respective trades or professions, who are professionally qualified to perform the Work in accordance with the Contract Documents and who shall assume professional responsibility for the accuracy and completeness of the Design Documents, Construction Documents and other documents prepared or checked by them. 2.3.8 As of the Effective Date, Developer is a [ ] duly organized and validly existing under the laws of the [ ] with all requisite power and all required licenses to carry on its present and proposed obligations under the Contract Documents and has full power, right and authority to execute and deliver the Contract Documents and the Major Subcontracts to which Developer is (or will be) a party and to perform each and all of the obligations of Developer provided for herein and therein. 2.3.9 Developer is duly qualified to do business, and is in good standing, in the State as of the Effective Date, and will remain in good standing throughout the Term and for as long thereafter as any obligations remain outstanding under the Contract Documents. 2.3.10 At any time a Guaranty is required to be in place pursuant to the Contract Documents, the applicable Guarantor is duly organized, validly existing and in good standing under the laws of the state of its organization, is duly qualified to do business in, and is in good standing in the State, and will remain in good standing for as long as any obligations guaranteed by such Guarantor remain outstanding under the Contract Documents and each such Guarantor has all requisite power and all required licenses to carry on its present and proposed obligations under the Contract Documents. 2.3.11 At any time a Guaranty is required to be in place pursuant to the Contract Documents, all required approvals have been obtained with respect to the execution, delivery and performance of such Guaranty, and performance of such Guaranty will not result in a breach of or a default under the applicable Guarantor’s organizational documents or any indenture or loan or credit agreement or other material agreement or instrument to which the applicable Guarantor is a party or by which its properties and assets may be bound or affected. 2.3.12 Each Guaranty has been duly authorized by all necessary corporate action, has been duly executed and delivered by each Guarantor, and constitutes the legal, valid and binding obligation of such Guarantor, enforceable in accordance with its term, subject only to applicable bankruptcy, insolvency and similar laws affecting the enforceability of the rights of creditors generally and the general principles of equity. 2.3.13 The execution, delivery and performance of the Contract Documents and the Major Subcontracts to which Developer is (or will be) a party have been (or will be) duly authorized by all necessary corporate action of Developer; each person executing the Contract Documents and the Major Subcontracts on behalf of Developer has been (or at the time of execution will be) duly authorized to execute and deliver each such 2.3.14 Neither the execution and delivery by Developer of the Contract Documents or the Major Subcontracts to which Developer is (or will be) a party, nor the consummation of the transactions contemplated hereby or thereby, is (or at the time of execution will be) in conflict with or has resulted or will result in a default under or a violation of the governing instruments or organizational documents of Developer or a breach or default under any indenture or loan or credit agreement or other material agreement or instrument to which Developer is a party or by which its properties and assets may be bound or affected. 2.3.15 Each of the Contract Documents and the Major Subcontracts to which Developer is (or will be) a party constitutes (or at the time of execution and delivery will constitute) the legal, valid and binding obligation of Developer, enforceable against Developer, in accordance with its terms, subject only to applicable bankruptcy, insolvency and similar laws affecting the enforceability of the rights of creditors generally and the general principles of equity. 2.3.16 As of the Effective Date, there is no action, suit, proceeding, investigation or litigation pending and served on Developer which challenges Xxxxxxxxx’s authority to execute, deliver or perform, or the validity or enforceability of, the Contract Documents or the Major Subcontracts to which Developer is a party, or which challenges the authority of any of Developer’s officials that are executing the Contract Documents or the Major Subcontracts; and Developer has disclosed to TxDOT prior to the Effective Date any pending and un-served or threatened action, suit, proceeding, investigation or litigation with respect to such matters of which Developer is aware. 2.3.17 As of the Proposal Due Date, Developer disclosed to TxDOT in writing all organizational conflicts of interest of Developer and its Contractors of which Developer was actually aware; and between the Proposal Due Date and the Effective Date, Developer has not obtained knowledge of any additional organizational conflict of interest, and there have been no organizational changes to Developer or its Subcontractors identified in its Proposal which have not been approved in writing by TxDOT. For this purpose, organizational conflict of interest has the meaning set forth in the RFP. 2.3.18 To the extent the Design-Build Contractor, the Lead Engineering Firm or the Lead Maintenance Firm is not Developer, Developer represents and warrants, as of the effective date of the relevant Subcontract, as follows: (a) each of the Design-Build Contractor(s), the Lead Engineering Firm, the Lead Operations and Maintenance Firm and the O&M Contractor is duly organized, validly existing and in good standing under the laws of the state of its organization and is duly qualified to do business, and is in good standing, in the State, (b) the ownership interests of each of them that is a single purpose entity formed for the Project (including options, warrants and other rights to acquire ownership interests), is owned by the Persons whom Developer has set forth in a written certification delivered to TxDOT prior to the Effective Date; (c) each of them has the power and authority to do all acts and things and execute and deliver all other documents as are required to be done, observed or performed by it in connection with its engagement by Developer; (d) each of them has (i)

Representations and Warranties of Developer. Developer represents, warrants and covenants that: 2.3.1 During all periods necessary for the performance of the Work, Developer and its Subcontractors will maintain all required authority, license status,, professional ability, skills and capacity to perform the Work in accordance with the requirements contained in the Contract Documents. 2.3.2 As of the Effective Date, Developer has evaluated the constraints affecting design and construction of the Project, including the Draft Schematic ROW limits as well as the conditions of the TxDOT-Provided Approvals, and has reasonable grounds for believing and does believe that the Project can be designed and built within such constraints. 2.3.3 Developer has evaluated the feasibility of performing the D&C Work within the Completion Deadlines and for the D&C Price, accounting for constraints affecting the Project, and has reasonable grounds for believing and does believe that such performance (including achievement of Substantial Completion and Final Acceptance of each Phase by the applicable Completion Deadlines for the D&C Price) is feasible and practicable. 2.3.4 Developer has evaluated the feasibility of performing the O&M Work within the deadlines specified herein and for the O&M Price and has reasonable grounds for believing and does believe that such performance is feasible and practicable. 2.3.5 Except as to parcels that TxDOT lacked title or access to prior to the Proposal Due Date, Developer shall have, prior to the Proposal Due Date and in accordance with Good Industry Practice, examined or had the opportunity to examine the Site and surrounding locations, performed or had the opportunity to conduct inspections and tests and to perform appropriate field studies and geotechnical investigations of the Site, investigated and reviewed available public and private records, and undertook other activities sufficient to familiarize itself with surface conditions and subsurface conditions, including the presence of Utilities, Hazardous Materials, contaminated groundwater, archeological, paleontological and cultural resources, and Threatened or Endangered Species, affecting the Site or surrounding locations; and as a result of such opportunity for review, inspection, examination and other activities Developer is familiar with and accepts the physical requirements of the Work, subject to Developer’s rights to seek relief under Section 12. Before commencing any Work on a particular portion or aspect of the Project, Developer shall verify all governing dimensions of the Site and shall examine all adjoining work (including Adjacent Work) that may have an impact on such Work. Developer shall ensure that any design documents and construction documents furnished as part of the Work accurately depict all governing and adjoining dimensions. 2.3.6 Developer has familiarized itself with the requirements of any and all applicable Laws and the conditions of any required Governmental Approvals prior to entering into this Agreement. Except as specifically permitted under Section 12, Developer shall be responsible for complying with the foregoing at its sole cost and without any additional compensation or time extension on account of such compliance, regardless of whether such compliance would require additional time for performance or additional labor, equipment or materials not expressly provided for in the Contract Documents. As of the Effective Date, Developer has no reason to believe that any Governmental Approval required to be obtained by Developer will not be granted in due course and thereafter remain in effect so as to enable the Work to proceed in accordance with the Contract Documents. 2.3.7 All Work furnished by Developer shall be performed by or under the supervision of Persons who hold all necessary and valid licenses to perform the Work in the State, by personnel who are careful, skilled, experienced and competent in their respective trades or professions, who are professionally qualified to perform the Work in accordance with the Contract Documents and who shall assume professional responsibility for the accuracy and completeness of the Design Documents, Construction Documents and other documents prepared or checked by them.and 2.3.8 As of the Effective Date, Developer is a [ ] duly organized and validly existing under the laws of the [ ] with all requisite power and all required licenses to carry on its present and proposed obligations under the Contract Documents and has full power, right and authority to execute and deliver the Contract Documents and the Major Subcontracts to which Developer is (or will be) a party and to perform each and all of the obligations of Developer provided for herein and therein. 2.3.9 Developer is duly qualified to do business, and is in good standing, in the State as of the Effective Date, and will remain in good standing throughout the Term and for as long thereafter as any obligations remain outstanding under the Contract Documents. 2.3.10 At any time a Guaranty is required to be in place pursuant to the Contract Documents, the applicable Each Guarantor is duly organized, validly existing and in good standing under the laws of the state of its organization, is duly qualified to do business in, and is in good standing in the State, and will remain in good standing throughout the Term and for as long thereafter as any obligations guaranteed by such Guarantor remain outstanding under the Contract Documents and each such Guarantor has all requisite power and all required licenses to carry on its present and proposed obligations under the Contract Documents. 2.3.11 At any time a Guaranty is required to be in place pursuant to the Contract Documents, all All required approvals have been obtained with respect to the execution, delivery and performance of such each Guaranty, and performance of such each Guaranty will not result in a breach of or a default under the applicable any Guarantor’s organizational documents or any indenture or loan or credit agreement or other material agreement or instrument to which the applicable any Guarantor is a party or by which its properties and assets may be bound or affected. 2.3.12 Each Guaranty has been duly authorized by all necessary corporate action, has been duly executed and delivered by each Guarantor, and constitutes the legal, valid and binding obligation of such Guarantor, enforceable in accordance with its term, subject only to applicable bankruptcy, insolvency and similar laws affecting the enforceability of the rights of creditors generally and the general principles of equity. 2.3.13 The execution, delivery and performance of the Contract Documents and the Major Subcontracts to which Developer is (or will be) a party have been (or will be) duly authorized by all necessary corporate action of Developer; each person executing the Contract Documents and the Major Subcontracts on behalf of Developer has been (or at the time of execution will be) duly authorized to execute and deliver each suchsuch document on behalf of Developer; and the Contract Documents and the Major Subcontracts have been (or will be) duly executed and delivered by Xxxxxxxxx. 2.3.14 Neither the execution and delivery by Developer of the Contract Documents or the Major Subcontracts to which Developer is (or will be) a party, nor the consummation of the transactions contemplated hereby or thereby, is (or at the time of execution will be) in conflict with or has resulted or will result in a default under or a violation of the governing instruments or organizational documents of Developer or a breach or default under any indenture or loan or credit agreement or other material agreement or instrument to which Developer is a party or by which its properties and assets may be bound or affected.credit 2.3.15 Each of the Contract Documents and the Major Subcontracts to which Developer is (or will be) a party constitutes (or at the time of execution and delivery will constitute) the legal, valid and binding obligation of Developer, enforceable against Developer, in accordance with its terms, subject only to applicable bankruptcy, insolvency and similar laws affecting the enforceability of the rights of creditors generally and the general principles of equity. 2.3.16 As of the Effective Date, there is no action, suit, proceeding, investigation or litigation pending and served on Developer which challenges Xxxxxxxxx’s authority to execute, deliver or perform, or the validity or enforceability of, the Contract Documents or the Major Subcontracts to which Developer is a party, or which challenges the authority of any of Developer’s officials that are executing the Contract Documents or the Major Subcontracts; and Developer has disclosed to TxDOT prior to the Effective Date any pending and un-served or threatened action, suit, proceeding, investigation or litigation with respect to such matters of which Developer is aware. 2.3.17 As of the Proposal Due Date, Developer disclosed to TxDOT in writing all organizational conflicts of interest of Developer and its Contractors of which Developer was actually aware; and between the Proposal Due Date and the Effective Date, Developer has not obtained knowledge of any additional organizational conflict of interest, and there have been no organizational changes to Developer or its Subcontractors identified in its Proposal which have not been approved in writing by TxDOT. For this purpose, organizational conflict of interest has the meaning set forth in the RFP. 2.3.18 To the extent the Design-Build Contractor, the Lead Engineering Firm or the Lead Operations and Maintenance Firm is not Developer, Developer represents and warrants, as of the effective date of the relevant Key Subcontract, as follows: (a) each of the Design-Build Contractor(s), the Lead Engineering Firm, Firm and the Lead Operations and Maintenance Firm and the O&M Contractor is duly organized, validly existing and in good standing under the laws of the state of its organization and is duly qualified to do business, and is in good standing, in the State, (b) the ownership interests of each of them that is a single purpose entity formed for the Project (including options, warrants and other rights to acquire ownership interests), is owned by the Persons whom Developer has set forth in a written certification delivered to TxDOT prior to the Effective Date; (c) each of them has the power and authority to do all acts and things and execute and deliver all other documents as are required to be done, observed or performed by it in connection with its engagement by Developer; (d) each of them has (i)Xxxxxxxxx;

Representations and Warranties of Developer. Developer represents, warrants and covenants that: 2.3.1 During all periods necessary for the performance of the Work, Developer and its Subcontractors will maintain all required authority, license status, 2.3.2 As of the Effective Date, Developer has evaluated the constraints affecting design and construction of the Project, including the Schematic ROW limits as well as the conditions of the TxDOT-Provided Approvals, and has reasonable grounds for believing and does believe that the Project can be designed and built within such constraints. 2.3.3 Developer has evaluated the feasibility of performing the D&C Work within the Completion Deadlines and for the D&C Price, accounting for constraints affecting the Project, and has reasonable grounds for believing and does believe that such performance (including achievement of Substantial Completion and Final Acceptance of each Phase and completion of the Bridge Demolition Work by the applicable Completion Deadlines for the D&C Price) is feasible and practicable. 2.3.4 Developer has evaluated the feasibility of performing the O&M Work within the deadlines specified herein and for the O&M Price and has reasonable grounds for believing and does believe that such performance is feasible and practicable. 2.3.5 Except as to parcels that TxDOT lacked title or access to prior to the Proposal Due Date, Developer shall have, prior to the Proposal Due Date and in accordance with Good Industry Practice, examined or had the opportunity to examine the Site and surrounding locations, performed or had the opportunity to conduct inspections and tests and to perform appropriate field studies and geotechnical investigations of the Site, investigated and reviewed available public and private records, and undertook other activities sufficient to familiarize itself with surface conditions and subsurface conditions, including the presence of Utilities, Hazardous Materials, contaminated groundwater, archeological, paleontological and cultural resources, and Threatened or Endangered Species, affecting the Site or surrounding locations; and as a result of such opportunity for review, inspection, examination and other activities Developer is familiar with and accepts the physical requirements of the Work, subject to Developer’s rights to seek relief under Section 12. Before commencing any Work on a particular portion or aspect of the Project, Developer shall verify all governing dimensions of the Site and shall examine all adjoining work (including Adjacent Work) that may have an impact on such Work. Developer shall ensure that any design documents and construction documents furnished as part of the Work accurately depict all governing and adjoining dimensions. 2.3.6 Developer has familiarized itself with the requirements of any and all applicable Laws and the conditions of any required Governmental Approvals prior to entering into this Agreement. Except as specifically permitted under Section 12, Developer shall be responsible for complying with the foregoing at its sole cost and without any additional compensation or time extension on account of such compliance, regardless of whether such compliance would require additional time for performance or additional labor, equipment or materials not expressly provided for in the Contract Documents. As of the Effective Date, Developer has no reason to believe that any Governmental Approval required to be obtained by Developer will not be granted in due course and thereafter remain in effect so as to enable the Work to proceed in accordance with the Contract Documents. 2.3.7 All Work furnished by Developer shall be performed by or under the supervision of Persons who hold all necessary and valid licenses to perform the Work in the State, by personnel who are careful, skilled, experienced and competent in their respective trades or professions, who are professionally qualified to perform the Work in accordance with the Contract Documents and who shall assume professional responsibility for the accuracy and completeness of the Design Documents, Construction Documents and other documents prepared or checked by them. 2.3.8 As of the Effective Date, Developer is a [ ] duly organized and validly existing under the laws of the [ ] with all requisite power and all required licenses to carry on its present and proposed obligations under the Contract Documents and has full power, right and authority to execute and deliver the Contract Documents and the Major Subcontracts to which Developer is (or will be) a party and to perform each and all of the obligations of Developer provided for herein and therein. 2.3.9 Developer is duly qualified to do business, and is in good standing, in the State as of the Effective Date, and will remain in good standing throughout the Term and for as long thereafter as any obligations remain outstanding under the Contract Documents. 2.3.10 At any time a Guaranty is required to be in place pursuant to the Contract Documents, the applicable Guarantor is duly organized, validly existing and in good standing under the laws of the state of its organization, is duly qualified to do business in, and is in good standing in the State, and will remain in good standing for as long as any obligations guaranteed by such Guarantor remain outstanding under the Contract Documents and each such Guarantor has all requisite power and all required licenses to carry on its present and proposed obligations under the Contract Documents. 2.3.11 At any time a Guaranty is required to be in place pursuant to the Contract Documents, all required approvals have been obtained with respect to the execution, delivery and performance of such Guaranty, and performance of such Guaranty will not result in a breach of or a default under the applicable Guarantor’s organizational documents or any indenture or loan or credit agreement or other material agreement or instrument to which the applicable Guarantor is a party or by which its properties and assets may be bound or affected. 2.3.12 Each Guaranty has been duly authorized by all necessary corporate action, has been duly executed and delivered by each Guarantor, and constitutes the legal, valid and binding obligation of such Guarantor, enforceable in accordance with its term, subject only to applicable bankruptcy, insolvency and similar laws affecting the enforceability of the rights of creditors generally and the general principles of equity. 2.3.13 The execution, delivery and performance of the Contract Documents and the Major Subcontracts to which Developer is (or will be) a party have been (or will be) duly authorized by all necessary corporate action of Developer; each person executing the Contract Documents and the Major Subcontracts on behalf of Developer has been (or at the time of execution will be) duly authorized to execute and deliver each such 2.3.14 Neither the execution and delivery by Developer of the Contract Documents or the Major Subcontracts to which Developer is (or will be) a party, nor the consummation of the transactions contemplated hereby or thereby, is (or at the time of execution will be) in conflict with or has resulted or will result in a default under or a violation of the governing instruments or organizational documents of Developer or a breach or default under any indenture or loan or credit agreement or other material agreement or instrument to which Developer is a party or by which its properties and assets may be bound or affected. 2.3.15 Each of the Contract Documents and the Major Subcontracts to which Developer is (or will be) a party constitutes (or at the time of execution and delivery will constitute) the legal, valid and binding obligation of Developer, enforceable against Developer, in accordance with its terms, subject only to applicable bankruptcy, insolvency and similar laws affecting the enforceability of the rights of creditors generally and the general principles of equity. 2.3.16 As of the Effective Date, there is no action, suit, proceeding, investigation or litigation pending and served on Developer which challenges Xxxxxxxxx’s authority to execute, deliver or perform, or the validity or enforceability of, the Contract Documents or the Major Subcontracts to which Developer is a party, or which challenges the authority of any of Developer’s officials that are executing the Contract Documents or the Major Subcontracts; and Developer has disclosed to TxDOT prior to the Effective Date any pending and un-served or threatened action, suit, proceeding, investigation or litigation with respect to such matters of which Developer is aware. 2.3.17 As of the Proposal Due Date, Developer disclosed to TxDOT in writing all organizational conflicts of interest of Developer and its Contractors of which Developer was actually aware; and between the Proposal Due Date and the Effective Date, Developer has not obtained knowledge of any additional organizational conflict of interest, and there have been no organizational changes to Developer or its Subcontractors identified in its Proposal which have not been approved in writing by TxDOT. For this purpose, organizational conflict of interest has the meaning set forth in the RFP. 2.3.18 To the extent the Design-Build Contractor, the Lead Engineering Firm or the Lead Maintenance Firm is not Developer, Developer represents and warrants, as of the effective date of the relevant Subcontract, as follows: (a) each of the Design-Build Contractor(s), the Lead Engineering Firm, the Lead Operations and Maintenance Firm and the O&M Contractor is duly organized, validly existing and in good standing under the laws of the state of its organization and is duly qualified to do business, and is in good standing, in the State, (b) the ownership interests of each of them that is a single purpose entity formed for the Project (including options, warrants and other rights to acquire ownership interests), is owned by the Persons whom Developer has set forth in a written certification delivered to TxDOT prior to the Effective Date; (c) each of them has the power and authority to do all acts and things and execute and deliver all other documents as are required to be done, observed or performed by it in connection with its engagement by Developer; (d) each of them has (i)

Representations and Warranties of Developer. Developer represents, warrants and covenants that: 2.3.1 During all periods necessary for the performance of the Work, Developer and its Subcontractors will maintain all required authority, license status, 2.3.2 As of the Effective Date, Developer has evaluated the constraints affecting design and construction of the Project, including the Schematic ROW limits as well as the conditions of the TxDOT-Provided Approvals, and has reasonable grounds for believing and does believe that the Project can be designed and built within such constraints. 2.3.3 Developer has evaluated the feasibility of performing the D&C Work within the Completion Deadlines and for the D&C Price, accounting for constraints affecting the Project, and has reasonable grounds for believing and does believe that such performance (including achievement of Substantial Completion and Final Acceptance of each Phase and completion of the Early Bridge Removal Work by the applicable Completion Deadlines for the D&C Price) is feasible and practicable. 2.3.4 Developer has evaluated the feasibility of performing the O&M Work within the deadlines specified herein and for the O&M Price and has reasonable grounds for believing and does believe that such performance is feasible and practicable. 2.3.5 Except as to parcels that TxDOT lacked title or access to prior to the Proposal Due Date, Developer shall have, prior to the Proposal Due Date and in accordance with Good Industry Practice, examined or had the opportunity to examine the Site and surrounding locations, performed or had the opportunity to conduct inspections and tests and to perform appropriate field studies and geotechnical investigations of the Site, investigated and reviewed available public and private records, and undertook other activities sufficient to familiarize itself with surface conditions and subsurface conditions, including the presence of Utilities, Hazardous Materials, contaminated groundwater, archeological, paleontological and cultural resources, and Threatened or Endangered Species, affecting the Site or surrounding locations; and as a result of such opportunity for review, inspection, examination and other activities Developer is familiar with and accepts the physical requirements of the Work, subject to Developer’s rights to seek relief under Section 12. Before commencing any Work on a particular portion or aspect of the Project, Developer shall verify all governing dimensions of the Site and shall examine all adjoining work (including Adjacent Work) that may have an impact on such Work. Developer shall ensure that any design documents and construction documents furnished as part of the Work accurately depict all governing and adjoining dimensions. 2.3.6 Developer has familiarized itself with the requirements of any and all applicable Laws and the conditions of any required Governmental Approvals prior to entering into this Agreement. Except as specifically permitted under Section 12, Developer shall be responsible for complying with the foregoing at its sole cost and without any additional compensation or time extension on account of such compliance, regardless of whether such compliance would require additional time for performance or additional labor, equipment or materials not expressly provided for in the Contract Documents. As of the Effective Date, Developer has no reason to believe that any Governmental Approval required to be obtained by Developer will not be granted in due course and thereafter remain in effect so as to enable the Work to proceed in accordance with the Contract Documents. 2.3.7 All Work furnished by Developer shall be performed by or under the supervision of Persons who hold all necessary and valid licenses to perform the Work in the State, by personnel who are careful, skilled, experienced and competent in their respective trades or professions, who are professionally qualified to perform the Work in accordance with the Contract Documents and who shall assume professional responsibility for the accuracy and completeness of the Design Documents, Construction Documents and other documents prepared or checked by them. 2.3.8 As of the Effective Date, Developer is a [ ] duly organized and validly existing under the laws of the [ ] with all requisite power and all required licenses to carry on its present and proposed obligations under the Contract Documents and has full power, right and authority to execute and deliver the Contract Documents and the Major Subcontracts to which Developer is (or will be) a party and to perform each and all of the obligations of Developer provided for herein and therein. 2.3.9 Developer is duly qualified to do business, and is in good standing, in the State as of the Effective Date, and will remain in good standing throughout the Term and for as long thereafter as any obligations remain outstanding under the Contract Documents. 2.3.10 At any time a Guaranty is required to be in place pursuant to the Contract Documents, the applicable Guarantor is duly organized, validly existing and in good standing under the laws of the state of its organization, is duly qualified to do business in, and is in good standing in the State, and will remain in good standing for as long as any obligations guaranteed by such Guarantor remain outstanding under the Contract Documents and each such Guarantor has all requisite power and all required licenses to carry on its present and proposed obligations under the Contract Documents. 2.3.11 At any time a Guaranty is required to be in place pursuant to the Contract Documents, all required approvals have been obtained with respect to the execution, delivery and performance of such Guaranty, and performance of such Guaranty will not result in a breach of or a default under the applicable Guarantor’s organizational documents or any indenture or loan or credit agreement or other material agreement or instrument to which the applicable Guarantor is a party or by which its properties and assets may be bound or affected. 2.3.12 Each Guaranty has been duly authorized by all necessary corporate action, has been duly executed and delivered by each Guarantor, and constitutes the legal, valid and binding obligation of such Guarantor, enforceable in accordance with its term, subject only to applicable bankruptcy, insolvency and similar laws affecting the enforceability of the rights of creditors generally and the general principles of equity. 2.3.13 The execution, delivery and performance of the Contract Documents and the Major Subcontracts to which Developer is (or will be) a party have been (or will be) duly authorized by all necessary corporate action of Developer; each person executing the Contract Documents and the Major Subcontracts on behalf of Developer has been (or at the time of execution will be) duly authorized to execute and deliver each such 2.3.14 Neither the execution and delivery by Developer of the Contract Documents or the Major Subcontracts to which Developer is (or will be) a party, nor the consummation of the transactions contemplated hereby or thereby, is (or at the time of execution will be) in conflict with or has resulted or will result in a default under or a violation of the governing instruments or organizational documents of Developer or a breach or default under any indenture or loan or credit agreement or other material agreement or instrument to which Developer is a party or by which its properties and assets may be bound or affected. 2.3.15 Each of the Contract Documents and the Major Subcontracts to which Developer is (or will be) a party constitutes (or at the time of execution and delivery will constitute) the legal, valid and binding obligation of Developer, enforceable against Developer, in accordance with its terms, subject only to applicable bankruptcy, insolvency and similar laws affecting the enforceability of the rights of creditors generally and the general principles of equity. 2.3.16 As of the Effective Date, there is no action, suit, proceeding, investigation or litigation pending and served on Developer which challenges Xxxxxxxxx’s authority to execute, deliver or perform, or the validity or enforceability of, the Contract Documents or the Major Subcontracts to which Developer is a party, or which challenges the authority of any of Developer’s officials that are executing the Contract Documents or the Major Subcontracts; and Developer has disclosed to TxDOT prior to the Effective Date any pending and un-served or threatened action, suit, proceeding, investigation or litigation with respect to such matters of which Developer is aware. 2.3.17 As of the Proposal Due Date, Developer disclosed to TxDOT in writing all organizational conflicts of interest of Developer and its Contractors of which Developer was actually aware; and between the Proposal Due Date and the Effective Date, Developer has not obtained knowledge of any additional organizational conflict of interest, and there have been no organizational changes to Developer or its Subcontractors identified in its Proposal which have not been approved in writing by TxDOT. For this purpose, organizational conflict of interest has the meaning set forth in the RFP. 2.3.18 To the extent the Design-Build Contractor, the Lead Engineering Firm or the Lead Maintenance Firm is not Developer, Developer represents and warrants, as of the effective date of the relevant Subcontract, as follows: (a) each of the Design-Build Contractor(s), the Lead Engineering Firm, the Lead Operations and Maintenance Firm and the O&M Contractor is duly organized, validly existing and in good standing under the laws of the state of its organization and is duly qualified to do business, and is in good standing, in the State, (b) the ownership interests of each of them that is a single purpose entity formed for the Project (including options, warrants and other rights to acquire ownership interests), is owned by the Persons whom Developer has set forth in a written certification delivered to TxDOT prior to the Effective Date; (c) each of them has the power and authority to do all acts and things and execute and deliver all other documents as are required to be done, observed or performed by it in connection with its engagement by Developer; (d) each of them has (i)

Representations and Warranties of Developer. Developer represents, warrants and covenants that: 2.3.1 During all periods necessary for the performance of the Work, Developer and its Subcontractors will maintain all required authority, license status,, professional ability, skills and capacity to perform the Work in accordance with the requirements contained in the Contract Documents. 2.3.2 As of the Effective Date, Developer has evaluated the constraints affecting design and construction of the Project, including the Schematic ROW limits as well as the conditions of the TxDOT-Provided Approvals, and has reasonable grounds for believing and does believe that the Project can be designed and built within such constraints.well 2.3.3 Developer has evaluated the feasibility of performing the D&C Work within the Completion Deadlines and for the D&C Price, accounting for constraints affecting the Project, and has reasonable grounds for believing and does believe that such performance (including achievement of Substantial Completion and Final Acceptance of each Phase and completion of the Bridge Demolition Work by the applicable Completion Deadlines for the D&C Price) is feasible and practicable. 2.3.4 Developer has evaluated the feasibility of performing the O&M Work within the deadlines specified herein and for the O&M Price and has reasonable grounds for believing and does believe that such performance is feasible and practicable. 2.3.5 Except as to parcels that TxDOT lacked title or access to prior to the Proposal Due Date, Developer shall have, prior to the Proposal Due Date and in accordance with Good Industry Practice, examined or had the opportunity to examine the Site and surrounding locations, performed or had the opportunity to conduct inspections and tests and to perform appropriate field studies and geotechnical investigations of the Site, investigated and reviewed available public and private records, and undertook other activities sufficient to familiarize itself with surface conditions and subsurface conditions, including the presence of Utilities, Hazardous Materials, contaminated groundwater, archeological, paleontological and cultural resources, and Threatened or Endangered Species, affecting the Site or surrounding locations; and as a result of such opportunity for review, inspection, examination and other activities Developer is familiar with and accepts the physical requirements of the Work, subject to Developer’s rights to seek relief under Section 12. Before commencing any Work on a particular portion or aspect of the Project, Developer shall verify all governing dimensions of the Site and shall examine all adjoining work (including Adjacent Work) that may have an impact on such Work. Developer shall ensure that any design documents and construction documents furnished as part of the Work accurately depict all governing and adjoining dimensions. 2.3.6 Developer has familiarized itself with the requirements of any and all applicable Laws and the conditions of any required Governmental Approvals prior to entering into this Agreement. Except as specifically permitted under Section 12, Developer shall be responsible for complying with the foregoing at its sole cost and without any additional compensation or time extension on account of such compliance, regardless of whether such compliance would require additional time for performance or additional labor, equipment or materials not expressly provided for in the Contract Documents. As of the Effective Date, Developer has no reason to believe that any Governmental Approval required to be obtained by Developer will not be granted in due course and thereafter remain in effect so as to enable the Work to proceed in accordance with the Contract Documents. 2.3.7 All Work furnished by Developer shall be performed by or under the supervision of Persons who hold all necessary and valid licenses to perform the Work in the State, by personnel who are careful, skilled, experienced and competent in their respective trades or professions, who are professionally qualified to perform the Work in accordance with the Contract Documents and who shall assume professional responsibility for the accuracy and completeness of the Design Documents, Construction Documents and other documents prepared or checked by them.accordance 2.3.8 As of the Effective Date, Developer is a [ ] limited liability company duly organized and validly existing under the laws of the [ ] State of Delaware with all requisite power and all required licenses to carry on its present and proposed obligations under the Contract Documents and has full power, right and authority to execute and deliver the Contract Documents and the Major Subcontracts to which Developer is (or will be) a party and to perform each and all of the obligations of Developer provided for herein and therein. 2.3.9 Developer is duly qualified to do business, and is in good standing, in the State as of the Effective Date, and will remain in good standing throughout the Term and for as long thereafter as any obligations remain outstanding under the Contract Documents. 2.3.10 At any time a Guaranty is required to be in place pursuant to the Contract Documents, the applicable Guarantor is duly organized, validly existing and in good standing under the laws of the state of its organization, is duly qualified to do business in, and is in good standing in the State, and will remain in good standing for as long as any obligations guaranteed by such Guarantor remain outstanding under the Contract Documents and each such Guarantor has all requisite power and all required licenses to carry on its present and proposed obligations under the Contract Documents. 2.3.11 At any time a Guaranty is required to be in place pursuant to the Contract Documents, all required approvals have been obtained with respect to the execution, delivery and performance of such Guaranty, and performance of such Guaranty will not result in a breach of or a default under the applicable Guarantor’s organizational documents or any indenture or loan or credit agreement or other material agreement or instrument to which the applicable Guarantor is a party or by which its properties and assets may be bound or affected. 2.3.12 Each Guaranty has been duly authorized by all necessary corporate action, has been duly executed and delivered by each Guarantor, and constitutes the legal, valid and binding obligation of such Guarantor, enforceable in accordance with its term, subject only to applicable bankruptcy, insolvency and similar laws affecting the enforceability of the rights of creditors generally and the general principles of equity. 2.3.13 The execution, delivery and performance of the Contract Documents and the Major Subcontracts to which Developer is (or will be) a party have been (or will be) duly authorized by all necessary corporate action of Developer; each person executing the Contract Documents and the Major Subcontracts on behalf of Developer has been (or at the time of execution will be) duly authorized to execute and deliver each suchsuch document on behalf of Developer; and the Contract Documents and the Major Subcontracts have been (or will be) duly executed and delivered by Developer. 2.3.14 Neither the execution and delivery by Developer of the Contract Documents or the Major Subcontracts to which Developer is (or will be) a party, nor the consummation of the transactions contemplated hereby or thereby, is (or at the time of execution will be) in conflict with or has resulted or will result in a default under or a violation of the governing instruments or organizational documents of Developer or a breach or default under any indenture or loan or credit agreement or other material agreement or instrument to which Developer is a party or by which its properties and assets may be bound or affected. 2.3.15 Each of the Contract Documents and the Major Subcontracts to which Developer is (or will be) a party constitutes (or at the time of execution and delivery will constitute) the legal, valid and binding obligation of Developer, enforceable against Developer, in accordance with its terms, subject only to applicable bankruptcy, insolvency and similar laws affecting the enforceability of the rights of creditors generally and the general principles of equity. 2.3.16 As of the Effective Date, there is no action, suit, proceeding, investigation or litigation pending and served on Developer which challenges XxxxxxxxxDeveloper’s authority to execute, deliver or perform, or the validity or enforceability of, the Contract Documents or the Major Subcontracts to which Developer is a party, or which challenges the authority of any of Developer’s officials that are executing the Contract Documents or the Major Subcontracts; and Developer has disclosed to TxDOT prior to the Effective Date any pending and un-served or threatened action, suit, proceeding, investigation or litigation with respect to such matters of which Developer is aware. 2.3.17 As of the Proposal Due Date, Developer disclosed to TxDOT in writing all organizational conflicts of interest of Developer and its Contractors of which Developer was actually aware; and between the Proposal Due Date and the Effective Date, Developer has not obtained knowledge of any additional organizational conflict of interest, and there have been no organizational changes to Developer or its Subcontractors identified in its Proposal which have not been approved in writing by TxDOT. For this purpose, organizational conflict of interest has the meaning set forth in the RFP. 2.3.18 To the extent the Design-Build Contractor, the Lead Engineering Firm or the Lead Maintenance Firm O&M Contractor is not Developer, Developer represents and warrants, as of the effective date of the relevant Subcontract, as follows: (a) each of the Design-Build Contractor(s), the Lead Engineering Firm, the Lead Operations and Maintenance Firm and the O&M Contractor is duly organized, validly existing and in good standing under the laws of the state of its organization and is duly qualified to do business, and is in good standing, in the State, (b) the ownership interests of each of them that is a single purpose entity formed for the Project (including options, warrants and other rights to acquire ownership interests), is owned by the Persons whom Developer has set forth in a written certification delivered to TxDOT prior to the Effective Date; (c) each of them has the power and authority to do all acts and things and execute and deliver all other documents as are required to be done, observed or performed by it in connection with its engagement by Developer; (d) each of them has (i)) obtained and will maintain all necessary or required registrations, permits, licenses and approvals required under applicable Law and (ii) expertise, qualifications, experience, competence, skills and know- how to perform the D&C Work and O&M Work, as applicable, in accordance with the

Representations and Warranties of Developer. Developer represents, warrants and covenants that: 2.3.1 During all periods necessary for the performance of the Work, Developer and its Subcontractors will maintain all required authority, license status,, professional ability, skills and capacity to perform the Work in accordance with the requirements contained in the Contract Documents. 2.3.2 As of the Effective Date, Developer has evaluated the constraints affecting design and construction of the Project, including the Schematic ROW limits as well as the conditions of the TxDOT-Provided Approvals, and has reasonable grounds for believing and does believe that the Project can be designed and built within such constraints.well 2.3.3 Developer has evaluated the feasibility of performing the D&C Work within the Completion Deadlines and for the D&C Price, accounting for constraints affecting the Project, and has reasonable grounds for believing and does believe that such performance (including achievement of Substantial Completion and Final Acceptance of each Phase and completion of the Bridge Demolition Work by the applicable Completion Deadlines for the D&C Price) is feasible and practicable. 2.3.4 Developer has evaluated the feasibility of performing the O&M Work within the deadlines specified herein and for the O&M Price and has reasonable grounds for believing and does believe that such performance is feasible and practicable. 2.3.5 Except as to parcels that TxDOT lacked title or access to prior to the Proposal Due Date, Developer shall have, prior to the Proposal Due Date and in accordance with Good Industry Practice, examined or had the opportunity to examine the Site and surrounding locations, performed or had the opportunity to conduct inspections and tests and to perform appropriate field studies and geotechnical investigations of the Site, investigated and reviewed available public and private records, and undertook other activities sufficient to familiarize itself with surface conditions and subsurface conditions, including the presence of Utilities, Hazardous Materials, contaminated groundwater, archeological, paleontological and cultural resources, and Threatened or Endangered Species, affecting the Site or surrounding locations; and as a result of such opportunity for review, inspection, examination and other activities Developer is familiar with and accepts the physical requirements of the Work, subject to Developer’s rights to seek relief under Section 12. Before commencing any Work on a particular portion or aspect of the Project, Developer shall verify all governing dimensions of the Site and shall examine all adjoining work (including Adjacent Work) that may have an impact on such Work. Developer shall ensure that any design documents and construction documents furnished as part of the Work accurately depict all governing and adjoining dimensions. 2.3.6 Developer has familiarized itself with the requirements of any and all applicable Laws and the conditions of any required Governmental Approvals prior to entering into this Agreement. Except as specifically permitted under Section 12, Developer shall be responsible for complying with the foregoing at its sole cost and without any additional compensation or time extension on account of such compliance, regardless of whether such compliance would require additional time for performance or additional labor, equipment or materials not expressly provided for in the Contract Documents. As of the Effective Date, Developer has no reason to believe that any Governmental Approval required to be obtained by Developer will not be granted in due course and thereafter remain in effect so as to enable the Work to proceed in accordance with the Contract Documents. 2.3.7 All Work furnished by Developer Xxxxxxxxx shall be performed by or under the supervision of Persons who hold all necessary and valid licenses to perform the Work in the State, by personnel who are careful, skilled, experienced and competent in their respective trades or professions, who are professionally qualified to perform the Work in accordance with the Contract Documents and who shall assume professional responsibility for the accuracy and completeness of the Design Documents, Construction Documents and other documents prepared or checked by them.accordance 2.3.8 As of the Effective Date, Developer is a [ ] limited liability company duly organized and validly existing under the laws of the [ ] State of Delaware with all requisite power and all required licenses to carry on its present and proposed obligations under the Contract Documents and has full power, right and authority to execute and deliver the Contract Documents and the Major Subcontracts to which Developer is (or will be) a party and to perform each and all of the obligations of Developer provided for herein and therein. 2.3.9 Developer is duly qualified to do business, and is in good standing, in the State as of the Effective Date, and will remain in good standing throughout the Term and for as long thereafter as any obligations remain outstanding under the Contract Documents. 2.3.10 At any time a Guaranty is required to be in place pursuant to the Contract Documents, the applicable Guarantor is duly organized, validly existing and in good standing under the laws of the state of its organization, is duly qualified to do business in, and is in good standing in the State, and will remain in good standing for as long as any obligations guaranteed by such Guarantor remain outstanding under the Contract Documents and each such Guarantor has all requisite power and all required licenses to carry on its present and proposed obligations under the Contract Documents. 2.3.11 At any time a Guaranty is required to be in place pursuant to the Contract Documents, all required approvals have been obtained with respect to the execution, delivery and performance of such Guaranty, and performance of such Guaranty will not result in a breach of or a default under the applicable Guarantor’s organizational documents or any indenture or loan or credit agreement or other material agreement or instrument to which the applicable Guarantor is a party or by which its properties and assets may be bound or affected. 2.3.12 Each Guaranty has been duly authorized by all necessary corporate action, has been duly executed and delivered by each Guarantor, and constitutes the legal, valid and binding obligation of such Guarantor, enforceable in accordance with its term, subject only to applicable bankruptcy, insolvency and similar laws affecting the enforceability of the rights of creditors generally and the general principles of equity. 2.3.13 The execution, delivery and performance of the Contract Documents and the Major Subcontracts to which Developer is (or will be) a party have been (or will be) duly authorized by all necessary corporate action of Developer; each person executing the Contract Documents and the Major Subcontracts on behalf of Developer has been (or at the time of execution will be) duly authorized to execute and deliver each suchsuch document on behalf of Developer; and the Contract Documents and the Major Subcontracts have been (or will be) duly executed and delivered by Xxxxxxxxx. 2.3.14 Neither the execution and delivery by Developer of the Contract Documents or the Major Subcontracts to which Developer is (or will be) a party, nor the consummation of the transactions contemplated hereby or thereby, is (or at the time of execution will be) in conflict with or has resulted or will result in a default under or a violation of the governing instruments or organizational documents of Developer or a breach or default under any indenture or loan or credit agreement or other material agreement or instrument to which Developer is a party or by which its properties and assets may be bound or affected. 2.3.15 Each of the Contract Documents and the Major Subcontracts to which Developer is (or will be) a party constitutes (or at the time of execution and delivery will constitute) the legal, valid and binding obligation of Developer, enforceable against Developer, in accordance with its terms, subject only to applicable bankruptcy, insolvency and similar laws affecting the enforceability of the rights of creditors generally and the general principles of equity. 2.3.16 As of the Effective Date, there is no action, suit, proceeding, investigation or litigation pending and served on Developer which challenges Xxxxxxxxx’s authority to execute, deliver or perform, or the validity or enforceability of, the Contract Documents or the Major Subcontracts to which Developer is a party, or which challenges the authority of any of Developer’s officials that are executing the Contract Documents or the Major Subcontracts; and Developer has disclosed to TxDOT prior to the Effective Date any pending and un-served or threatened action, suit, proceeding, investigation or litigation with respect to such matters of which Developer is aware. 2.3.17 As of the Proposal Due Date, Developer disclosed to TxDOT in writing all organizational conflicts of interest of Developer and its Contractors of which Developer was actually aware; and between the Proposal Due Date and the Effective Date, Developer has not obtained knowledge of any additional organizational conflict of interest, and there have been no organizational changes to Developer or its Subcontractors identified in its Proposal which have not been approved in writing by TxDOT. For this purpose, organizational conflict of interest has the meaning set forth in the RFP. 2.3.18 To the extent the Design-Build Contractor, the Lead Engineering Firm or the Lead Maintenance Firm O&M Contractor is not Developer, Developer represents and warrants, as of the effective date of the relevant Subcontract, as follows: (a) each of the Design-Build Contractor(s), the Lead Engineering Firm, the Lead Operations and Maintenance Firm and the O&M Contractor is duly organized, validly existing and in good standing under the laws of the state of its organization and is duly qualified to do business, and is in good standing, in the State, (b) the ownership interests of each of them that is a single purpose entity formed for the Project (including options, warrants and other rights to acquire ownership interests), is owned by the Persons whom Developer has set forth in a written certification delivered to TxDOT prior to the Effective Date; (c) each of them has the power and authority to do all acts and things and execute and deliver all other documents as are required to be done, observed or performed by it in connection with its engagement by Developer; (d) each of them has (i)) obtained and will maintain all necessary or required registrations, permits, licenses and approvals required under applicable Law and (ii) expertise, qualifications, experience, competence, skills and know- how to perform the D&C Work and O&M Work, as applicable, in accordance with the

Representations and Warranties of Developer. Developer represents, warrants and covenants that: 2.3.1 During all periods necessary for the performance of the Work, Developer and its Subcontractors will maintain all required authority, license status,, professional ability, skills and capacity to perform the Work in accordance with the requirements contained in the Contract Documents. 2.3.2 As of the Effective Date, Developer has evaluated the constraints affecting design and construction of the Project, including the Draft Schematic ROW limits as well as the conditions of the TxDOT-Provided Approvals, and has reasonable grounds for believing and does believe that the Project can be designed and built within such constraints. 2.3.3 Developer has evaluated the feasibility of performing the D&C Work within the Completion Deadlines and for the D&C Price, accounting for constraints affecting the Project, and has reasonable grounds for believing and does believe that such performance (including achievement of Substantial Completion and Final Acceptance of each Phase by the applicable Completion Deadlines for the D&C Price) is feasible and practicable. 2.3.4 Developer has evaluated the feasibility of performing the O&M Work within the deadlines specified herein and for the O&M Price and has reasonable grounds for believing and does believe that such performance is feasible and practicable. 2.3.5 Except as to parcels that TxDOT lacked title or access to prior to the Proposal Due Date, Developer shall have, prior to the Proposal Due Date and in accordance with Good Industry Practice, examined or had the opportunity to examine the Site and surrounding locations, performed or had the opportunity to conduct inspections and tests and to perform appropriate field studies and geotechnical investigations of the Site, investigated and reviewed available public and private records, and undertook other activities sufficient to familiarize itself with surface conditions and subsurface conditions, including the presence of Utilities, Hazardous Materials, contaminated groundwater, archeological, paleontological and cultural resources, and Threatened or Endangered Species, affecting the Site or surrounding locations; and as a result of such opportunity for review, inspection, examination and other activities Developer is familiar with and accepts the physical requirements of the Work, subject to Developer’s rights to seek relief under Section 12. Before commencing any Work on a particular portion or aspect of the Project, Developer shall verify all governing dimensions of the Site and shall examine all adjoining work (including Adjacent Work) that may have an impact on such Work. Developer shall ensure that any design documents and construction documents furnished as part of the Work accurately depict all governing and adjoining dimensions. 2.3.6 Developer has familiarized itself with the requirements of any and all applicable Laws and the conditions of any required Governmental Approvals prior to entering into this Agreement. Except as specifically permitted under Section 12, Developer shall be responsible for complying with the foregoing at its sole cost and without any additional compensation or time extension on account of such compliance, regardless of whether such compliance would require additional time for performance or additional labor, equipment or materials not expressly provided for in the Contract Documents. As of the Effective Date, Developer has no reason to believe that any Governmental Approval required to be obtained by Developer will not be granted in due course and thereafter remain in effect so as to enable the Work to proceed in accordance with the Contract Documents. 2.3.7 All Work furnished by Developer shall be performed by or under the supervision of Persons who hold all necessary and valid licenses to perform the Work in the State, by personnel who are careful, skilled, experienced and competent in their respective trades or professions, who are professionally qualified to perform the Work in accordance with the Contract Documents and who shall assume professional responsibility for the accuracy and completeness of the Design Documents, Construction Documents and other documents prepared or checked by them. 2.3.8 As of the Effective Date, Developer is a [ ] duly organized and validly existing under the laws of the [ ] with all requisite power and all required licenses to carry on its present and proposed obligations under the Contract Documents and has full power, right and authority to execute and deliver the Contract Documents and the Major Subcontracts to which Developer is (or will be) a party and to perform each and all of the obligations of Developer provided for herein and therein. 2.3.9 Developer is duly qualified to do business, and is in good standing, in the State as of the Effective Date, and will remain in good standing throughout the Term and for as long thereafter as any obligations remain outstanding under the Contract Documents. 2.3.10 At any time a Guaranty is required to be in place pursuant to the Contract Documents, the applicable Guarantor is duly organized, validly existing and in good standing under the laws of the state of its organization, is duly qualified to do business in, and is in good standing in the State, and will remain in good standing for as long as any obligations guaranteed by such Guarantor remain outstanding under the Contract Documents and each such Guarantor has all requisite power and all required licenses to carry on its present and proposed obligations under the Contract Documents. 2.3.11 At any time a Guaranty is required to be in place pursuant to the Contract Documents, all required approvals have been obtained with respect to the execution, delivery and performance of such Guaranty, and performance of such Guaranty will not result in a breach of or a default under the applicable Guarantor’s organizational documents or any indenture or loan or credit agreement or other material agreement or instrument to which the applicable Guarantor is a party or by which its properties and assets may be bound or affected. 2.3.12 Each Guaranty has been duly authorized by all necessary corporate action, has been duly executed and delivered by each Guarantor, and constitutes the legal, valid and binding obligation of such Guarantor, enforceable in accordance with its term, subject only to applicable bankruptcy, insolvency and similar laws affecting the enforceability of the rights of creditors generally and the general principles of equity. 2.3.13 The execution, delivery and performance of the Contract Documents and the Major Subcontracts to which Developer is (or will be) a party have been (or will be) duly authorized by all necessary corporate action of Developer; each person executing the Contract Documents and the Major Subcontracts on behalf of Developer has been (or at the time of execution will be) duly authorized to execute and deliver each suchsuch document on behalf of Developer; and the Contract Documents and the Major Subcontracts have been (or will be) duly executed and delivered by Developer. 2.3.14 Neither the execution and delivery by Developer of the Contract Documents or the Major Subcontracts to which Developer is (or will be) a party, nor the consummation of the transactions contemplated hereby or thereby, is (or at the time of execution will be) in conflict with or has resulted or will result in a default under or a violation of the governing instruments or organizational documents of Developer or a breach or default under any indenture or loan or credit agreement or other material agreement or instrument to which Developer is a party or by which its properties and assets may be bound or affected. 2.3.15 Each of the Contract Documents and the Major Subcontracts to which Developer is (or will be) a party constitutes (or at the time of execution and delivery will constitute) the legal, valid and binding obligation of Developer, enforceable against Developer, in accordance with its terms, subject only to applicable bankruptcy, insolvency and similar laws affecting the enforceability of the rights of creditors generally and the general principles of equity. 2.3.16 As of the Effective Date, there is no action, suit, proceeding, investigation or litigation pending and served on Developer which challenges XxxxxxxxxDeveloper’s authority to execute, deliver or perform, or the validity or enforceability of, the Contract Documents or the Major Subcontracts to which Developer is a party, or which challenges the authority of any of Developer’s officials that are executing the Contract Documents or the Major Subcontracts; and Developer has disclosed to TxDOT prior to the Effective Date any pending and un-served or threatened action, suit, proceeding, investigation or litigation with respect to such matters of which Developer is aware. 2.3.17 As of the Proposal Due Date, Developer disclosed to TxDOT in writing all organizational conflicts of interest of Developer and its Contractors of which Developer was actually aware; and between the Proposal Due Date and the Effective Date, Developer has not obtained knowledge of any additional organizational conflict of interest, and there have been no organizational changes to Developer or its Subcontractors identified in its Proposal which have not been approved in writing by TxDOT. For this purpose, organizational conflict of interest has the meaning set forth in the RFP. 2.3.18 To the extent the Design-Build Contractor, the Lead Engineering Firm, the Lead Operations and Maintenance Firm or the O&M Contractor (if different from the Lead Operations and Maintenance Firm Firm) is not Developer, Developer represents and warrants, as of the effective date of the relevant Subcontract, as follows: (a) each of the Design-Build Contractor(s), the Lead Engineering Firm, the Lead Operations and Maintenance Firm and the O&M Contractor is duly organized, validly existing and in good standing under the laws of the state of its organization and is duly qualified to do business, and is in good standing, in the State, (b) the ownership interests of each of them that is a single purpose entity formed for the Project (including options, warrants and other rights to acquire ownership interests), is owned by the Persons whom Developer has set forth in a written certification delivered to TxDOT prior to the Effective Date; (c) each of them has the power and authority to do all acts and things and execute and deliver all other documents as are required to be done, observed or performed by it in connection with its engagement by Developer; (d) each of them has (i);

Representations and Warranties of Developer. Developer represents, warrants and covenants that: 2.3.1 During all periods necessary for the performance of the Work, Developer and its Subcontractors will maintain all required authority, license status,, professional ability, skills and capacity to perform the Work in accordance with the requirements contained in the Contract Documents. 2.3.2 As of the Effective Date, Developer has evaluated the constraints affecting design and construction of the Project, including the Draft Schematic ROW limits as well as the conditions of the TxDOT-Provided Approvals, and has reasonable grounds for believing and does believe that the Project can be designed and built within such constraints. 2.3.3 Developer has evaluated the feasibility of performing the D&C Work within the Completion Deadlines and for the D&C Price, accounting for constraints affecting the Project, and has reasonable grounds for believing and does believe that such performance (including achievement of Substantial Completion and Final Acceptance of each Phase by the applicable Completion Deadlines for the D&C Price) is feasible and practicable. 2.3.4 Developer has evaluated the feasibility of performing the O&M Work within the deadlines specified herein and for the O&M Price and has reasonable grounds for believing and does believe that such performance is feasible and practicable. 2.3.5 Except as to parcels that TxDOT lacked title or access to prior to the Proposal Due Date, Developer shall have, prior to the Proposal Due Date and in accordance with Good Industry Practice, examined or had the opportunity to examine the Site and surrounding locations, performed or had the opportunity to conduct inspections and tests and to perform appropriate field studies and geotechnical investigations of the Site, investigated and reviewed available public and private records, and undertook other activities sufficient to familiarize itself with surface conditions and subsurface conditions, including the presence of Utilities, Hazardous Materials, contaminated groundwater, archeological, paleontological and cultural resources, and Threatened or Endangered Species, affecting the Site or surrounding locations; and as a result of such opportunity for review, inspection, examination and other activities Developer is familiar with and accepts the physical requirements of the Work, subject to Developer’s rights to seek relief under Section 12. Before commencing any Work on a particular portion or aspect of the Project, Developer shall verify all governing dimensions of the Site and shall examine all adjoining work (including Adjacent Work) that may have an impact on such Work. Developer shall ensure that any design documents and construction documents furnished as part of the Work accurately depict all governing and adjoining dimensions. 2.3.6 Developer has familiarized itself with the requirements of any and all applicable Laws and the conditions of any required Governmental Approvals prior to entering into this Agreement. Except as specifically permitted under Section 12, Developer shall be responsible for complying with the foregoing at its sole cost and without any additional compensation or time extension on account of such compliance, regardless of whether such compliance would require additional time for performance or additional labor, equipment or materials not expressly provided for in the Contract Documents. As of the Effective Date, Developer has no reason to believe that any Governmental Approval required to be obtained by Developer will not be granted in due course and thereafter remain in effect so as to enable the Work to proceed in accordance with the Contract Documents. 2.3.7 All Work furnished by Developer shall be performed by or under the supervision of Persons who hold all necessary and valid licenses to perform the Work in the State, by personnel who are careful, skilled, experienced and competent in their respective trades or professions, who are professionally qualified to perform the Work in accordance with the Contract Documents and who shall assume professional responsibility for the accuracy and completeness of the Design Documents, Construction Documents and other documents prepared or checked by them.and 2.3.8 As of the Effective Date, Developer is a [ ] duly organized and validly existing under the laws of the [ ] with all requisite power and all required licenses to carry on its present and proposed obligations under the Contract Documents and has full power, right and authority to execute and deliver the Contract Documents and the Major Subcontracts to which Developer is (or will be) a party and to perform each and all of the obligations of Developer provided for herein and therein. 2.3.9 Developer is duly qualified to do business, and is in good standing, in the State as of the Effective Date, and will remain in good standing throughout the Term and for as long thereafter as any obligations remain outstanding under the Contract Documents. 2.3.10 At any time a Guaranty is required to be in place pursuant to the Contract Documents, the applicable Each Guarantor is duly organized, validly existing and in good standing under the laws of the state of its organization, is duly qualified to do business in, and is in good standing in the State, and will remain in good standing throughout the Term and for as long thereafter as any obligations guaranteed by such Guarantor remain outstanding under the Contract Documents and each such Guarantor has all requisite power and all required licenses to carry on its present and proposed obligations under the Contract Documents. 2.3.11 At any time a Guaranty is required to be in place pursuant to the Contract Documents, all All required approvals have been obtained with respect to the execution, delivery and performance of such each Guaranty, and performance of such each Guaranty will not result in a breach of or a default under the applicable any Guarantor’s organizational documents or any indenture or loan or credit agreement or other material agreement or instrument to which the applicable any Guarantor is a party or by which its properties and assets may be bound or affected. 2.3.12 Each Guaranty has been duly authorized by all necessary corporate action, has been duly executed and delivered by each Guarantor, and constitutes the legal, valid and binding obligation of such Guarantor, enforceable in accordance with its term, subject only to applicable bankruptcy, insolvency and similar laws affecting the enforceability of the rights of creditors generally and the general principles of equity. 2.3.13 The execution, delivery and performance of the Contract Documents and the Major Subcontracts to which Developer is (or will be) a party have been (or will be) duly authorized by all necessary corporate action of Developer; each person executing the Contract Documents and the Major Subcontracts on behalf of Developer has been (or at the time of execution will be) duly authorized to execute and deliver each suchsuch document on behalf of Developer; and the Contract Documents and the Major Subcontracts have been (or will be) duly executed and delivered by Developer. 2.3.14 Neither the execution and delivery by Developer of the Contract Documents or the Major Subcontracts to which Developer is (or will be) a party, nor the consummation of the transactions contemplated hereby or thereby, is (or at the time of execution will be) in conflict with or has resulted or will result in a default under or a violation of the governing instruments or organizational documents of Developer or a breach or default under any indenture or loan or credit agreement or other material agreement or instrument to which Developer is a party or by which its properties and assets may be bound or affected.credit 2.3.15 Each of the Contract Documents and the Major Subcontracts to which Developer is (or will be) a party constitutes (or at the time of execution and delivery will constitute) the legal, valid and binding obligation of Developer, enforceable against Developer, in accordance with its terms, subject only to applicable bankruptcy, insolvency and similar laws affecting the enforceability of the rights of creditors generally and the general principles of equity. 2.3.16 As of the Effective Date, there is no action, suit, proceeding, investigation or litigation pending and served on Developer which challenges XxxxxxxxxDeveloper’s authority to execute, deliver or perform, or the validity or enforceability of, the Contract Documents or the Major Subcontracts to which Developer is a party, or which challenges the authority of any of Developer’s officials that are executing the Contract Documents or the Major Subcontracts; and Developer has disclosed to TxDOT prior to the Effective Date any pending and un-served or threatened action, suit, proceeding, investigation or litigation with respect to such matters of which Developer is aware. 2.3.17 As of the Proposal Due Date, Developer disclosed to TxDOT in writing all organizational conflicts of interest of Developer and its Contractors of which Developer was actually aware; and between the Proposal Due Date and the Effective Date, Developer has not obtained knowledge of any additional organizational conflict of interest, and there have been no organizational changes to Developer or its Subcontractors identified in its Proposal which have not been approved in writing by TxDOT. For this purpose, organizational conflict of interest has the meaning set forth in the RFP. 2.3.18 To the extent the Design-Build Contractor, the Lead Engineering Firm or the Lead Operations and Maintenance Firm is not Developer, Developer represents and warrants, as of the effective date of the relevant Key Subcontract, as follows: (a) each of the Design-Build Contractor(s), the Lead Engineering Firm, Firm and the Lead Operations and Maintenance Firm and the O&M Contractor is duly organized, validly existing and in good standing under the laws of the state of its organization and is duly qualified to do business, and is in good standing, in the State, (b) the ownership interests of each of them that is a single purpose entity formed for the Project (including options, warrants and other rights to acquire ownership interests), is owned by the Persons whom Developer has set forth in a written certification delivered to TxDOT prior to the Effective Date; (c) each of them has the power and authority to do all acts and things and execute and deliver all other documents as are required to be done, observed or performed by it in connection with its engagement by Developer; (d) each of them has (i);