Common use of Resolution of TxDOT Comments and Objections Clause in Contracts

Resolution of TxDOT Comments and Objections. 6.3.7.1 If the Submittal is one not governed by Section 6.3.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the CDA Documents or Facility Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) Developer has not provided all content or information required in respect of the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 6.3.7.2 Developer shall respond to all of TxDOT’s and the Independent Engineer’s comments and objections to a Submittal and, except as provided below, make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 6.3. Developer acknowledges that TxDOT or the Independent Engineer may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 6.3. 7.1. Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 6.3. However, if the Submittal is not governed by Section 6.3.3, the foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that are not on any of the grounds set forth in Section 6.3.7.1 and would result in a delay to a Critical Path on the Facility Schedule, in an increase in Developer’s costs or a decrease in Toll Revenues, except pursuant to a TxDOT Change. If, however, Developer does not accommodate or otherwise resolve any comment or objection, Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s and the Independent Engineer’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 6.3.7.3 The foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT Change. 6.3.7.4 If Developer fails to notify TxDOT within such time period, TxDOT may deliver to Developer a written notice stating the date by which Xxxxxxxxx was to have addressed TxDOT’s and the Independent Engineer’s comments and that if Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute Developer’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to a TxDOT-Caused Delay, Change Order, Relief Event, Compensation Event or other Claim, including any Claim that TxDOT assumes design or other liability. 6.3.7.5 After TxDOT receives Developer’s explanation as to why the modifications are not required as provided in Sections 6.3.7.2, 6.3.7.3 and 6.3.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the Dispute Resolution Procedures except (a) as provided otherwise in Section 6.3.3, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 14.3 with respect to the disputed matter, Developer shall proceed in accordance with TxDOT's directive while retaining any Claim as to the disputed matter.

Resolution of TxDOT Comments and Objections. 6.3.7.1 3.1.7.1. If the Submittal is one not governed by Section 6.3.33.1.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the CDA Contract Documents or Facility Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) Developer DB Contractor has not provided all content or information required in with respect of to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 6.3.7.2 Developer 3.1.7.2. DB Contractor shall respond to all of TxDOT’s and the Independent Engineer’s comments and objections to a Submittal and, except as provided below, and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 6.33.1. Developer DB Contractor acknowledges that TxDOT or the Independent Engineer may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 6.33.1. 7.1. Developer DB Contractor agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 6.33.1. However, if the Submittal is not governed by Section 6.3.33.1.3, the foregoing shall in no way be deemed to obligate Developer DB Contractor to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 6.3.7.1 3.1.7.1 and would result in a delay to a Critical Path critical path on the Facility Project Schedule, or in an increase in DeveloperDB Contractor’s costs or a decrease in Toll Revenuescosts, except pursuant to a TxDOT TxDOT-Directed Change. If, however, Developer DB Contractor does not accommodate or otherwise resolve any comment or objection, Developer DB Contractor shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s and the Independent Engineer’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 6.3.7.3 3.1.7.3. The foregoing shall in no way be deemed to obligate Developer DB Contractor to incorporate any comments or resolve objections that DB Contractor believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT TxDOT-Directed Change. 6.3.7.4 3.1.7.4. If Developer DB Contractor fails to notify TxDOT within such time period, TxDOT may deliver to Developer the DB Contractor a written notice stating the date by which Xxxxxxxxx the DB Contractor was to have addressed TxDOT’s and the Independent Engineer’s comments and that if Developer the DB Contractor does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DeveloperDB Contractor’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to a TxDOT-Caused Delay, Change Order, Relief Event, Compensation Event an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 6.3.7.5 3.1.7.5. After TxDOT receives DeveloperDB Contractor’s explanation as to why the modifications are not required as provided in Sections 6.3.7.23.1.7.2, 6.3.7.3 3.1.7.3 and 6.3.7.43.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the Dispute Resolution Procedures except dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 6.3.33.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 14.3 13.1.1.2 with respect to the disputed matter, Developer DB Contractor shall proceed in accordance with TxDOT's ’s directive while retaining any Claim as to the disputed matteramount.

Resolution of TxDOT Comments and Objections. 6.3.7.1 If the Submittal is one not governed by Section 6.3.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the CDA Documents or Facility Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) Developer has not provided all content or information required in respect of the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 6.3.7.2 Developer shall respond to all of TxDOT’s and the Independent Engineer’s comments and objections to a Submittal and, except as provided below, make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 6.3. Developer acknowledges that TxDOT or the Independent Engineer may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 6.3. 7.1. Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 6.3. However, if the Submittal is not governed by Section 6.3.3, the foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that are not on any of the grounds set forth in Section 6.3.7.1 and would result in a delay to a Critical Path on the Facility Project Schedule, in an increase in Developer’s costs or a decrease in Toll Revenues, except pursuant to a TxDOT Change. If, however, Developer does not accommodate or otherwise resolve any comment or objection, Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s and the Independent Engineer’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 6.3.7.3 The foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT Change. 6.3.7.4 If Developer fails to notify TxDOT within such time period, TxDOT may deliver to Developer a written notice stating the date by which Xxxxxxxxx was to have addressed TxDOT’s and the Independent Engineer’s comments and that if Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute Developer’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to a TxDOT-Caused Delay, Change Order, Relief Event, Compensation Event or other Claim, including any Claim that TxDOT assumes design or other liability. 6.3.7.5 After TxDOT receives Developer’s explanation as to why the modifications are not required as provided in Sections 6.3.7.2, 6.3.7.3 and 6.3.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the Dispute Resolution Procedures except (a) as provided otherwise in Section 6.3.3, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 14.3 with respect to the disputed matter, Developer shall proceed in accordance with TxDOT's directive while retaining any Claim as to the disputed matter.

Resolution of TxDOT Comments and Objections. 6.3.7.1 3.1.7.1 If the Submittal is one not governed by Section 6.3.33.1.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the CDA Contract Documents or Facility Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) Developer has not provided all content or information required in with respect of to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 6.3.7.2 3.1.7.2 Developer shall respond to all of TxDOT’s and the Independent Engineer’s comments and objections to a Submittal and, except as provided below, and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 6.33.1. Developer acknowledges that TxDOT or the Independent Engineer may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 6.33.1. 7.1. Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 6.33.1. However, if the Submittal is not governed by Section 6.3.33.1.3, the foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 6.3.7.1 3.1.7.1 and would result in a delay to a Critical Path critical path on the Facility ScheduleProject Schedule or, in an increase in Developer’s costs or a decrease in Toll Revenuescosts, except pursuant to a TxDOT TxDOT-Directed Change. If, however, Developer does not accommodate or otherwise resolve any comment or objection, Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s and the Independent Engineer’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 6.3.7.3 3.1.7.3 The foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that Developer believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT TxDOT-Directed Change. 6.3.7.4 3.1.7.4 If Developer fails to notify TxDOT within such time period, TxDOT may deliver to the Developer a written notice stating the date by which Xxxxxxxxx the Developer was to have addressed TxDOT’s and the Independent Engineer’s comments and that if the Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute Developer’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to a TxDOT-Caused Delay, Change Order, Relief Event, Compensation Event an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 6.3.7.5 3.1.7.5 After TxDOT receives Developer’s explanation as to why the modifications are not required as provided in Sections 6.3.7.23.1.7.2, 6.3.7.3 3.1.7.3 and 6.3.7.43.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the Dispute Resolution Procedures except dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 6.3.33.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 14.3 13.1.1.2 with respect to the disputed matter, Developer shall proceed in accordance with TxDOT's ’s directive while retaining any Claim as to the disputed matteramount.

Resolution of TxDOT Comments and Objections. 6.3.7.1 (a) If the Submittal is one not governed by Section 6.3.34.1.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (ai) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the CDA Contract Documents or Facility Project Management Plan and component plans thereunder; (bii) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (ciii) Developer has not provided all content or information required in with respect of to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (div) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (ev) In the case of a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 6.3.7.2 (b) Developer shall respond to all of TxDOT’s and the Independent Engineer’s comments and objections to a Submittal and, except as provided below, and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 6.34.1. Developer acknowledges that TxDOT or the Independent Engineer may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 6.3. 7.14.1.7(a). Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 6.34.1. However, if the Submittal is not governed by Section 6.3.34.1.3, the foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 6.3.7.1 4.1.7(a) and would result in a delay to a Critical Path critical path on the Facility ScheduleProject Schedule or, in an increase in Developer’s costs or a decrease in Toll Revenuescosts, except pursuant to a TxDOT TxDOT-Directed Change. If, however, Developer does not accommodate or otherwise resolve any comment or objection, Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s and the Independent Engineer’s comments or objections, a written an explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 6.3.7.3 (c) The foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that Xxxxxxxxx believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT TxDOT-Directed Change. 6.3.7.4 (d) If Developer fails to notify TxDOT within such time period, TxDOT may deliver to Developer a written notice stating the date by which Xxxxxxxxx was to have addressed TxDOT’s and the Independent Engineer’s comments and that if Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute Developer’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to a TxDOT-Caused Delay, Change Order, Relief Event, Compensation Event an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 6.3.7.5 (e) After TxDOT receives Developer’s explanation as to why the modifications are not required as provided in Sections 6.3.7.24.1.7(b), 6.3.7.3 4.1.7(c) and 6.3.7.44.1.7(d), the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the Dispute Resolution Procedures except dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 6.3.34.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 14.3 12.1.1(b) with respect to the disputed matter, Developer shall proceed in accordance with TxDOT's ’s directive while retaining any Claim as to the disputed matteramount.

Resolution of TxDOT Comments and Objections. 6.3.7.1 3.1.7.1 If the Submittal is one not governed by Section 6.3.33.1.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the CDA Contract Documents or Facility Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) Developer DB Contractor has not provided all content or information required in with respect of to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 6.3.7.2 Developer 3.1.7.2 DB Contractor shall respond to all of TxDOT’s and the Independent Engineer’s comments and objections to a Submittal and, except as provided below, make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 6.3. Developer acknowledges that TxDOT or the Independent Engineer may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 6.3.comments 7.1. Developer DB Contractor agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 6.33.1. However, if the Submittal is not governed by Section 6.3.33.1.3, the foregoing shall in no way be deemed to obligate Developer DB Contractor to incorporate any comments or resolve objections that are not on any of the grounds set forth in Section 6.3.7.1 3.1.7.1 and would result in a delay to a Critical Path critical path on the Facility ScheduleProject Schedule or, in an increase in DeveloperDB Contractor’s costs or a decrease in Toll Revenuescosts, except pursuant to a TxDOT TxDOT-Directed Change. If, however, Developer DB Contractor does not accommodate or otherwise resolve any comment or objection, Developer DB Contractor shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s and the Independent Engineer’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 6.3.7.3 3.1.7.3 The foregoing shall in no way be deemed to obligate Developer DB Contractor to incorporate any comments or resolve objections that DB Contractor believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT TxDOT-Directed Change. 6.3.7.4 3.1.7.4 If Developer DB Contractor fails to notify TxDOT within such time period, TxDOT may deliver to Developer the DB Contractor a written notice stating the date by which Xxxxxxxxx the DB Contractor was to have addressed TxDOT’s and the Independent Engineer’s comments and that if Developer the DB Contractor does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DeveloperDB Contractor’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to a TxDOT-Caused Delay, Change Order, Relief Event, Compensation Event an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 6.3.7.5 3.1.7.5 After TxDOT receives DeveloperDB Contractor’s explanation as to why the modifications are not required as provided in Sections 6.3.7.23.1.7.2, 6.3.7.3 3.1.7.3 and 6.3.7.43.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the Dispute Resolution Procedures except dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 6.3.33.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 14.3 13.1.1.2 with respect to the disputed matter, Developer DB Contractor shall proceed in accordance with TxDOT's ’s directive while retaining any Claim as to the disputed matteramount.

Resolution of TxDOT Comments and Objections. 6.3.7.1 3.1.7.1 If the Submittal is one not governed by Section 6.3.33.1.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the CDA Documents or Facility Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) Developer has not provided all content or information required in with respect of to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 6.3.7.2 3.1.7.2 Developer shall respond to all of TxDOT’s and the Independent Engineer’s comments and objections to a Submittal and, except as provided below, and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 6.33.1. Developer acknowledges that TxDOT or the Independent Engineer may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 6.33.1. 7.1. Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 6.33.1. However, if the Submittal is not governed by Section 6.3.33.1.3, the foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that are not on any of the grounds set forth in Section 6.3.7.1 3.1.7.1 and would result in a delay to a Critical Path critical path on the Facility ScheduleProject Schedule or, in an increase in Developer’s costs or a decrease in Toll Revenuescosts, except pursuant to a TxDOT TxDOT-Directed Change. If, however, Developer does not accommodate or otherwise resolve any comment or objection, Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s and the Independent Engineer’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 6.3.7.3 3.1.7.3 The foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that Developer believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT TxDOT- Directed Change. 6.3.7.4 3.1.7.4 If Developer fails to notify TxDOT within such time period, TxDOT may deliver to the Developer a written notice stating the date by which Xxxxxxxxx the Developer was to have addressed TxDOT’s and the Independent Engineer’s comments and that if the Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute Developer’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to a TxDOT-Caused Delay, Change Order, Relief Event, Compensation Event an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 6.3.7.5 3.1.7.5 After TxDOT receives Developer’s explanation as to why the modifications are not required as provided in Sections 6.3.7.23.1.7.2, 6.3.7.3 3.1.7.3 and 6.3.7.43.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the Dispute Resolution Procedures except dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 6.3.33.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 14.3 13.1.1.2 with respect to the disputed matter, Developer shall proceed in accordance with TxDOT's ’s directive while retaining any Claim as to the disputed matteramount.

Resolution of TxDOT Comments and Objections. 6.3.7.1 (a) If the Submittal is one not governed by Section 6.3.34.1.3, TxDOTXxXXX’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (ai) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the CDA Contract Documents or Facility Project Management Plan and component plans thereunder; (bii) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (ciii) Developer has not provided all content or information required in with respect of to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (div) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (ev) In the case of a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 6.3.7.2 (b) Developer shall respond to all of TxDOT’s and the Independent Engineer’s comments and objections to a Submittal and, except as provided below, and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 6.34.1. Developer acknowledges that TxDOT or the Independent Engineer may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 6.3. 7.14.1.7(a). Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 6.34.1. However, if the Submittal is not governed by Section 6.3.34.1.3, the foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 6.3.7.1 4.1.7(a) and would result in a delay to a Critical Path critical path on the Facility ScheduleProject Schedule or, in an increase in Developer’s costs or a decrease in Toll Revenuescosts, except pursuant to a TxDOT TxDOT-Directed Change. If, however, Developer does not accommodate or otherwise resolve any comment or objection, Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s and the Independent Engineer’s comments or objections, a written an explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 6.3.7.3 (c) The foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that Xxxxxxxxx believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT TxDOT-Directed Change. 6.3.7.4 (d) If Developer fails to notify TxDOT within such time period, TxDOT may deliver to Developer a written notice stating the date by which Xxxxxxxxx was to have addressed TxDOT’s and the Independent Engineer’s comments and that if Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute Developer’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to a TxDOT-Caused Delay, Change Order, Relief Event, Compensation Event an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 6.3.7.5 (e) After TxDOT XxXXX receives Developer’s explanation as to why the modifications are not required as provided in Sections 6.3.7.24.1.7(b), 6.3.7.3 4.1.7(c) and 6.3.7.44.1.7(d), the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the Dispute Resolution Procedures except dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 6.3.34.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 14.3 12.1.1(b) with respect to the disputed matter, Developer shall proceed in accordance with TxDOT's ’s directive while retaining any Claim as to the disputed matteramount.

Resolution of TxDOT Comments and Objections. 6.3.7.1 (a) If the Submittal is one not governed by Section 6.3.34.1.3, TxDOTXxXXX’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (ai) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the CDA Contract Documents or Facility Project Management Plan and component plans thereunder; (bii) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (ciii) Developer has not provided all content or information required in with respect of to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (div) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (ev) In the case of a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 6.3.7.2 (b) Developer shall respond to all of TxDOT’s and the Independent Engineer’s comments and objections to a Submittal and, except as provided below, and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 6.34.1. Developer acknowledges that TxDOT or the Independent Engineer may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 6.3. 7.14.1.7(a). Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 6.34.1. However, if the Submittal is not governed by Section 6.3.34.1.3, the foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 6.3.7.1 4.1.7(a) and would result in a delay to a Critical Path critical path on the Facility ScheduleProject Schedule or, in an increase in Developer’s costs or a decrease in Toll Revenuescosts, except pursuant to a TxDOT TxDOT-Directed Change. If, however, Developer does not accommodate or otherwise resolve any comment or objection, Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s and the Independent Engineer’s comments or objections, a written an explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 6.3.7.3 (c) The foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that Xxxxxxxxx believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT TxDOT-Directed Change. 6.3.7.4 (d) If Developer fails to notify TxDOT within such time period, TxDOT may deliver to the Developer a written notice stating the date by which Xxxxxxxxx the Developer was to have addressed TxDOT’s and the Independent Engineer’s comments and that if the Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute Developer’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to a TxDOT-Caused Delay, Change Order, Relief Event, Compensation Event an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 6.3.7.5 (e) After TxDOT XxXXX receives Developer’s explanation as to why the modifications are not required as provided in Sections 6.3.7.24.1.7(b), 6.3.7.3 4.1.7(c) and 6.3.7.44.1.7(d), the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the Dispute Resolution Procedures except dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 6.3.34.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 14.3 12.1.1(b) with respect to the disputed matter, Developer shall proceed in accordance with TxDOT's ’s directive while retaining any Claim as to the disputed matteramount.

Resolution of TxDOT Comments and Objections. 6.3.7.1 3.1.7.1 If the Submittal is one not governed by Section 6.3.33.1.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the CDA Contract Documents or Facility the Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) Developer DB Contractor has not provided all content or information required in with respect of to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 6.3.7.2 Developer 3.1.7.2 DB Contractor shall respond to all of TxDOT’s and the Independent Engineer’s comments and objections to a Submittal and, except as provided below, make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 6.3. Developer acknowledges that TxDOT or the Independent Engineer may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 6.3. 7.1. Developer DB Contractor agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 6.33.1. However, if the Submittal is not governed by Section 6.3.33.1.3, the foregoing shall in no way be deemed to obligate Developer DB Contractor to incorporate any comments or resolve objections that are not on any of the grounds set forth in Section 6.3.7.1 3.1.7.1 and would result in a delay to a Critical Path critical path on the Facility ScheduleProject Schedule or, in an increase in DeveloperDB Contractor’s costs or a decrease in Toll Revenuescosts, except pursuant to a TxDOT TxDOT- Directed Change. If, however, Developer DB Contractor does not accommodate or otherwise resolve any comment or objection, Developer DB Contractor shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s and the Independent Engineer’s comments or objections, a written explanation of why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 6.3.7.3 3.1.7.3 The foregoing shall in no way be deemed to obligate Developer DB Contractor to incorporate any comments or resolve objections that DB Contractor demonstrates would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT TxDOT-Directed Change. 6.3.7.4 3.1.7.4 If Developer DB Contractor fails to notify TxDOT within such time period, TxDOT may deliver to Developer DB Contractor a written notice stating the date by which Xxxxxxxxx DB Contractor was to have addressed TxDOT’s and the Independent Engineer’s comments and that if Developer DB Contractor does not address those comments within five Business Days after receipt of this such notice, then that failure shall constitute DeveloperDB Contractor’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to a TxDOT-Caused Delay, Change Order, Relief Event, Compensation Event an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 6.3.7.5 3.1.7.5 After TxDOT receives DeveloperDB Contractor’s explanation as to why the modifications are not required as provided in Sections 6.3.7.23.1.7.2, 6.3.7.3 3.1.7.3 and 6.3.7.43.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the Dispute Resolution Procedures except dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 6.3.33.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 14.3 13.1.1.2 with respect to the disputed matter, Developer DB Contractor shall proceed in accordance with TxDOT's ’s directive while retaining any Claim as to the disputed matteramount.

Resolution of TxDOT Comments and Objections. 6.3.7.1 If the Submittal is one not governed by Section 6.3.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the CDA Documents or Facility Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) Developer has not provided all content or information required in respect of the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 6.3.7.2 Developer shall respond to all of TxDOT’s and the Independent Engineer’s comments and objections to a Submittal and, except as provided below, make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 6.3. Developer acknowledges that TxDOT or the Independent Engineer may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 6.3. 7.1. Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 6.3. However, if the Submittal is not governed by Section 6.3.3, the foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that are not on any of the grounds set forth in Section 6.3.7.1 and would result in a delay to a Critical Path on the Facility Schedule, in an increase in Developer’s costs or a decrease in Toll Revenues, except pursuant to a TxDOT Change. If, however, Developer does not accommodate or otherwise resolve any comment or objection, Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s and the Independent Engineer’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 6.3.7.3 The foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT Change. 6.3.7.4 If Developer fails to notify TxDOT within such time period, TxDOT may deliver to Developer a written notice stating the date by which Xxxxxxxxx was to have addressed TxDOT’s and the Independent Engineer’s comments and that if Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute Developer’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to a TxDOT-Caused Delay, Change Order, Relief Event, Compensation Event or other Claim, including any Claim that TxDOT assumes design or other liability. 6.3.7.5 After TxDOT receives Developer’s explanation as to why the modifications are not required as provided in Sections 6.3.7.2, 6.3.7.3 and 6.3.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the Dispute Resolution Procedures except (a) as provided otherwise in Section 6.3.3, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 14.3 with respect to the disputed matter, Developer shall proceed in accordance with TxDOT's directive while retaining any Claim as to the disputed matter.

Resolution of TxDOT Comments and Objections. 6.3.7.1 3.1.7.1 If the Submittal is one not governed by Section 6.3.33.1.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the CDA Contract Documents or Facility Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) Developer DB Contractor has not provided all content or information required in with respect of to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 6.3.7.2 Developer 3.1.7.2 DB Contractor shall respond to all of TxDOT’s and the Independent Engineer’s comments and objections to a Submittal and, except as provided below, and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 6.33.1. Developer DB Contractor acknowledges that TxDOT or the Independent Engineer may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 6.33.1. 7.1. Developer DB Contractor agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 6.33.1. However, if the Submittal is not governed by Section 6.3.33.1.3, the foregoing shall in no way be deemed to obligate Developer DB Contractor to incorporate any comments or resolve objections that are not on any of the grounds set forth in Section 6.3.7.1 3.1.7.1 and would result in a delay to a Critical Path critical path on the Facility ScheduleProject Schedule or, in an increase in DeveloperDB Contractor’s costs or a decrease in Toll Revenuescosts, except pursuant to a TxDOT TxDOT-Directed Change. If, however, Developer DB Contractor does not accommodate or otherwise resolve any comment or objection, Developer DB Contractor shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s and the Independent Engineer’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 6.3.7.3 3.1.7.3 The foregoing shall in no way be deemed to obligate Developer DB Contractor to incorporate any comments or resolve objections that DB Contractor believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT TxDOT-Directed Change. 6.3.7.4 3.1.7.4 If Developer DB Contractor fails to notify TxDOT within such time period, TxDOT may deliver to Developer the DB Contractor a written notice stating the date by which Xxxxxxxxx the DB Contractor was to have addressed TxDOT’s and the Independent Engineer’s comments and that if Developer the DB Contractor does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DeveloperDB Contractor’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to a TxDOT-Caused Delay, Change Order, Relief Event, Compensation Event an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 6.3.7.5 3.1.7.5 After TxDOT receives DeveloperDB Contractor’s explanation as to why the modifications are not required as provided in Sections 6.3.7.23.1.7.2, 6.3.7.3 3.1.7.3 and 6.3.7.43.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the Dispute Resolution Procedures except dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 6.3.33.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 14.3 13.1.1.2 with respect to the disputed matter, Developer DB Contractor shall proceed in accordance with TxDOT's ’s directive while retaining any Claim as to the disputed matteramount.

Resolution of TxDOT Comments and Objections. 6.3.7.1 3.1.7.1. If the Submittal is one not governed by Section 6.3.33.1.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the CDA DBA Documents or Facility Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) Developer DB Contractor has not provided all content or information required in with respect of to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 6.3.7.2 Developer 3.1.7.2. DB Contractor shall respond to all of TxDOT’s and the Independent Engineer’s comments and objections to a Submittal and, except as provided below, and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 6.33.1. Developer DB Contractor acknowledges that TxDOT or the Independent Engineer may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 6.33.1. 7.1. Developer DB Contractor agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 6.33.1. However, if the Submittal is not governed by Section 6.3.33.1.3, the foregoing shall in no way be deemed to obligate Developer DB Contractor to incorporate any comments or resolve objections that are not on any of the grounds set forth in Section 6.3.7.1 3.1.7.1 and would result in a delay to a Critical Path critical path on the Facility ScheduleProject Schedule or, in an increase in DeveloperDB Contractor’s costs or a decrease in Toll Revenuescosts, except pursuant to a TxDOT TxDOT- Directed Change. If, however, Developer DB Contractor does not accommodate or otherwise resolve any comment or objection, Developer DB Contractor shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s and the Independent Engineer’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 6.3.7.3 3.1.7.3. The foregoing shall in no way be deemed to obligate Developer DB Contractor to incorporate any comments or resolve objections that DB Contractor believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT TxDOT-Directed Change. 6.3.7.4 3.1.7.4. If Developer DB Contractor fails to notify TxDOT within such time period, TxDOT may deliver to Developer the DB Contractor a written notice stating the date by which Xxxxxxxxx the DB Contractor was to have addressed TxDOT’s and the Independent Engineer’s comments and that if Developer the DB Contractor does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DeveloperDB Contractor’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to a TxDOT-Caused Delay, Change Order, Relief Event, Compensation Event an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 6.3.7.5 3.1.7.5. After TxDOT receives DeveloperDB Contractor’s explanation as to why the modifications are not required as provided in Sections 6.3.7.23.1.7.2, 6.3.7.3 3.1.7.3 and 6.3.7.43.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the Dispute Resolution Procedures except dispute resolution procedures of this DBA, except: (a) as provided otherwise in Section 6.3.33.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 14.3 13.1.1.2 with respect to the disputed matter, Developer DB Contractor shall proceed in accordance with TxDOT's ’s directive while retaining any Claim as to the disputed matteramount.

Resolution of TxDOT Comments and Objections. 6.3.7.1 3.1.7.1 If the Submittal is one not governed by Section 6.3.33.1.3, TxDOTXxXXX’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the CDA Contract Documents or Facility Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) Developer has not provided all content or information required in with respect of to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 6.3.7.2 3.1.7.2 Developer shall respond to all of TxDOT’s and the Independent Engineer’s comments and objections to a Submittal and, except as provided below, and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 6.33.1. Developer acknowledges that TxDOT or the Independent Engineer may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 6.33.1. 7.1. Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 6.33.1. However, if the Submittal is not governed by Section 6.3.33.1.3, the foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that are not on any of the grounds set forth in Section 6.3.7.1 3.1.7.1 and would result in a delay to a Critical Path critical path on the Facility ScheduleProject Schedule or, in an increase in Developer’s costs or a decrease in Toll Revenuescosts, except pursuant to a TxDOT TxDOT-Directed Change. If, however, Developer does not accommodate or otherwise resolve any comment or objection, Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s and the Independent EngineerXxXXX’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 6.3.7.3 3.1.7.3 The foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that Developer believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT TxDOT-Directed Change. 6.3.7.4 3.1.7.4 If Developer fails to notify TxDOT within such time period, TxDOT may deliver to the Developer a written notice stating the date by which Xxxxxxxxx the Developer was to have addressed TxDOT’s and the Independent Engineer’s comments and that if the Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute Developer’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to a TxDOT-Caused Delay, Change Order, Relief Event, Compensation Event an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 6.3.7.5 3.1.7.5 After TxDOT XxXXX receives Developer’s explanation as to why the modifications are not required as provided in Sections 6.3.7.23.1.7.2, 6.3.7.3 3.1.7.3 and 6.3.7.43.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the Dispute Resolution Procedures except dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 6.3.33.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 14.3 13.1.1.2 with respect to the disputed matter, Developer shall proceed in accordance with TxDOT's ’s directive while retaining any Claim as to the disputed matteramount.

Resolution of TxDOT Comments and Objections. 6.3.7.1 3.1.7.1 If the Submittal is one not governed by Section 6.3.33.1.3, TxDOT’s exception, objection, rejection or disapproval comments and objections shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term term, or provision of the CDA Contract Documents or Facility the Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) Developer DB Contractor has not provided all content or information required in with respect of to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation obligation, or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, Approval or in order to obtain, modify, amend, supplement, renew, extend, waive waive, or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental ApprovalApproval or, or in order to obtain, modify, amend, supplement, renew, extend, waive waive, or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 6.3.7.2 Developer 3.1.7.2 DB Contractor shall respond to all of TxDOT’s and the Independent Engineer’s comments and objections to a Submittal and, except as provided below, and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 6.33.1. Developer DB Contractor acknowledges that TxDOT or the Independent Engineer may provide comments and objections which that reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 6.3.that otherwise 7.1. Developer DB Contractor agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 6.33.1. However, if the Submittal is not governed by Section 6.3.33.1.3, the foregoing shall in no way be deemed to obligate Developer DB Contractor to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 6.3.7.1 3.1.7.1 and would result in a delay to a Critical Path critical path on the Facility Schedule, Project Schedule or in an increase in DeveloperDB Contractor’s costs or a decrease in Toll Revenuescosts, except pursuant to a TxDOT TxDOT-Directed Change. If, however, Developer DB Contractor does not accommodate or otherwise resolve any comment or objection, Developer DB Contractor shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s and the Independent Engineer’s comments or objections, a written explanation of why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 6.3.7.3 3.1.7.3 The foregoing shall in no way be deemed to obligate Developer DB Contractor to incorporate any comments or resolve objections that DB Contractor demonstrates would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT TxDOT-Directed Change. 6.3.7.4 3.1.7.4 If Developer DB Contractor fails to notify TxDOT within such time period, TxDOT may deliver to Developer DB Contractor a written notice stating the date by which Xxxxxxxxx DB Contractor was to have addressed TxDOT’s comments and the Independent Engineer’s comments objections and that if Developer DB Contractor does not address those comments and objections within five Business Days after receipt of this such notice, then that failure shall constitute DeveloperDB Contractor’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to a TxDOT-Caused Delay, Change Order, Relief Event, Compensation Event an adjustment to the Price or Completion Deadlines or any other Claim, including any Claim that TxDOT assumes design or other liability. 6.3.7.5 3.1.7.5 After TxDOT receives DeveloperDB Contractor’s explanation as to why the modifications are not required as provided in Sections 6.3.7.23.1.7.2, 6.3.7.3 3.1.7.3 and 6.3.7.43.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the Dispute Resolution Procedures dispute resolution procedures of this Agreement, except (a) as provided otherwise in Section 6.3.3, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 14.3 with respect to the disputed matter, Developer shall proceed in accordance with TxDOT's directive while retaining any Claim as to the disputed matter.3.1.7 and

Resolution of TxDOT Comments and Objections. 6.3.7.1 (a) If the Submittal is one not governed by Section 6.3.34.1.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (ai) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the CDA Contract Documents or Facility Project Management Plan and component plans thereunder; (bii) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (ciii) Developer has not provided all content or information required in with respect of to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (div) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (ev) In the case of a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 6.3.7.2 (b) Developer shall respond to all of TxDOT’s and the Independent Engineer’s comments and objections to a Submittal and, except as provided below, and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 6.34.1. Developer acknowledges that TxDOT or the Independent Engineer may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 6.3. 7.14.1.7(a). Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 6.34.1. However, if the Submittal is not governed by Section 6.3.34.1.3, the foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 6.3.7.1 4.1.7(a) and would result in a delay to a Critical Path critical path on the Facility ScheduleProject Schedule or, in an increase in Developer’s costs or a decrease in Toll Revenuescosts, except pursuant to a TxDOT TxDOT-Directed Change. If, however, Developer does not accommodate or otherwise resolve any comment or objection, Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s and the Independent Engineer’s comments or objections, a written an explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 6.3.7.3 (c) The foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that Developer believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT TxDOT-Directed Change. 6.3.7.4 (d) If Developer fails to notify TxDOT within such time period, TxDOT may deliver to Developer a written notice stating the date by which Xxxxxxxxx Developer was to have addressed TxDOT’s and the Independent Engineer’s comments and that if Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute Developer’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to a TxDOT-Caused Delay, Change Order, Relief Event, Compensation Event an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 6.3.7.5 (e) After TxDOT receives Developer’s explanation as to why the modifications are not required as provided in Sections 6.3.7.24.1.7(b), 6.3.7.3 4.1.7(c) and 6.3.7.44.1.7(d), the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the Dispute Resolution Procedures except dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 6.3.34.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 14.3 12.1.1(b) with respect to the disputed matter, Developer shall proceed in accordance with TxDOT's ’s directive while retaining any Claim as to the disputed matteramount.

Resolution of TxDOT Comments and Objections. 6.3.7.1 If the Submittal is one not governed by Section 6.3.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the CDA Documents or Facility Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) Developer has not provided all content or information required in respect of the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 6.3.7.2 Developer shall respond to all of TxDOT’s and the Independent Engineer’s comments and objections to a Submittal and, except as provided below, make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 6.3. Developer acknowledges that TxDOT or the Independent Engineer may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 6.3. 7.1. Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 6.3. However, if the Submittal is not governed by Section 6.3.3, the foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that are not on any of the grounds set forth in Section 6.3.7.1 and would result in a delay to a Critical Path on the Facility Schedule, in an increase in Developer’s costs or a decrease in Toll Revenues, except pursuant to a TxDOT Change. If, however, Developer does not accommodate or otherwise resolve any comment or objection, Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s and the Independent Engineer’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 6.3.7.3 The foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT Change. 6.3.7.4 If Developer fails to notify TxDOT within such time period, TxDOT may deliver to Developer a written notice stating the date by which Xxxxxxxxx was to have addressed TxDOT’s and the Independent Engineer’s comments and that if Developer Xxxxxxxxx does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute Developer’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to a TxDOT-Caused Delay, Change Order, Relief Event, Compensation Event or other Claim, including any Claim that TxDOT assumes design or other liability.not 6.3.7.5 After TxDOT receives Developer’s explanation as to why the modifications are not required as provided in Sections 6.3.7.2, 6.3.7.3 and 6.3.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the Dispute Resolution Procedures except (a) as provided otherwise in Section 6.3.3, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 14.3 with respect to the disputed matter, Developer shall proceed in accordance with TxDOT's directive while retaining any Claim as to the disputed matter.

Resolution of TxDOT Comments and Objections. 6.3.7.1 3.1.7.1. If the Submittal is one not governed by Section 6.3.33.1.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the CDA DBA Documents or Facility Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) Developer DB Contractor has not provided all content or information required in with respect of to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 6.3.7.2 Developer 3.1.7.2. DB Contractor shall respond to all of TxDOT’s and the Independent Engineer’s comments and objections to a Submittal and, except as provided below, and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 6.33.1. Developer DB Contractor acknowledges that TxDOT or the Independent Engineer may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 6.33.1. 7.1. Developer DB Contractor agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 6.33.1. However, if the Submittal is not governed by Section 6.3.33.1.3, the foregoing shall in no way be deemed to obligate Developer DB Contractor to incorporate any comments or resolve objections that are not on any of the grounds set forth in Section 6.3.7.1 3.1.7.1 and would result in a delay to a Critical Path critical path on the Facility ScheduleProject Schedule or, in an increase in DeveloperDB Contractor’s costs or a decrease in Toll Revenuescosts, except pursuant to a TxDOT TxDOT- Directed Change. If, however, Developer DB Contractor does not accommodate or otherwise resolve any comment or objection, Developer DB Contractor shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s and the Independent Engineer’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 6.3.7.3 3.1.7.3. The foregoing shall in no way be deemed to obligate Developer DB Contractor to incorporate any comments or resolve objections that DB Contractor believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT TxDOT-Directed Change. 6.3.7.4 3.1.7.4. If Developer DB Contractor fails to notify TxDOT within such time period, TxDOT may deliver to Developer the DB Contractor a written notice stating the date by which Xxxxxxxxx the DB Contractor was to have addressed TxDOT’s and the Independent Engineer’s comments and that if Developer the DB Contractor does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DeveloperDB Contractor’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to a TxDOT-Caused Delay, Change Order, Relief Event, Compensation Event an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 6.3.7.5 3.1.7.5. After TxDOT receives DeveloperDB Contractor’s explanation as to why the modifications are not required as provided in Sections 6.3.7.23.1.7.2, 6.3.7.3 and 6.3.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the Dispute Resolution Procedures except (a) as provided otherwise in Section 6.3.3, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 14.3 with respect to the disputed matter, Developer shall proceed in accordance with TxDOT's directive while retaining any Claim as to the disputed matter.3.1.7.3 and

Resolution of TxDOT Comments and Objections. 6.3.7.1 If the Submittal is one not governed by Section 6.3.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the CDA Documents or Facility Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) Developer has not provided all content or information required in respect of the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 6.3.7.2 Developer shall respond to all of TxDOT’s and the Independent Engineer’s comments and objections to a Submittal and, except as provided below, make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 6.3. Developer acknowledges that TxDOT or the Independent Engineer may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 6.36.3.7. 7.1. Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 6.3. However, if the Submittal is not governed by Section 6.3.3, the foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that are not on any of the grounds set forth in Section 6.3.7.1 and would result in a delay to a Critical Path on the Facility Schedule, in an increase in Developer’s costs or a decrease in Toll Revenues, except pursuant to a TxDOT Change. If, however, Developer does not accommodate or otherwise resolve any comment or objection, Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s and the Independent Engineer’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 6.3.7.3 The foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT Change. 6.3.7.4 If Developer fails to notify TxDOT within such time period, TxDOT may deliver to Developer a written notice stating the date by which Xxxxxxxxx was to have addressed TxDOT’s and the Independent Engineer’s comments and that if Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute Developer’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to a TxDOT-Caused Delay, Change Order, Relief Event, Compensation Event or other Claim, including any Claim that TxDOT assumes design or other liability. 6.3.7.5 After TxDOT receives Developer’s explanation as to why the modifications are not required as provided in Sections 6.3.7.2, 6.3.7.3 and 6.3.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the Dispute Resolution Procedures except (a) as provided otherwise in Section 6.3.3, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 14.3 with respect to the disputed matter, Developer shall proceed in accordance with TxDOT's directive while retaining any Claim as to the disputed matter.

Resolution of TxDOT Comments and Objections. 6.3.7.1 3.1.7.1 If the Submittal is one not governed by Section 6.3.33.1.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the CDA Contract Documents or Facility Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) Developer DB Contractor has not provided all content or information required in with respect of to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 6.3.7.2 Developer 3.1.7.2 DB Contractor shall respond to all of TxDOT’s and the Independent Engineer’s comments and objections to a Submittal and, except as provided below, and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 6.33.1. Developer DB Contractor acknowledges that TxDOT or the Independent Engineer may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 6.33.1. 7.1. Developer DB Contractor agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 6.33.1. However, if the Submittal is not governed by Section 6.3.33.1.3, the foregoing shall in no way be deemed to obligate Developer DB Contractor to incorporate any comments or resolve objections that are not on any of the grounds set forth in Section 6.3.7.1 3.1.7.1 and would result in a delay to a Critical Path critical path on the Facility ScheduleProject Schedule or, in an increase in DeveloperDB Contractor’s costs or a decrease in Toll Revenuescosts, except pursuant to a TxDOT TxDOT- Directed Change. If, however, Developer DB Contractor does not accommodate or otherwise resolve any comment or objection, Developer DB Contractor shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s and the Independent Engineer’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 6.3.7.3 3.1.7.3 The foregoing shall in no way be deemed to obligate Developer DB Contractor to incorporate any comments or resolve objections that DB Contractor believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT TxDOT-Directed Change. 6.3.7.4 3.1.7.4 If Developer DB Contractor fails to notify TxDOT within such time period, TxDOT may deliver to Developer the DB Contractor a written notice stating the date by which Xxxxxxxxx the DB Contractor was to have addressed TxDOT’s and the Independent Engineer’s comments and that if Developer the DB Contractor does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DeveloperDB Contractor’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to a TxDOT-Caused Delay, Change Order, Relief Event, Compensation Event an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 6.3.7.5 3.1.7.5 After TxDOT receives DeveloperDB Contractor’s explanation as to why the modifications are not required as provided in Sections 6.3.7.23.1.7.2, 6.3.7.3 3.1.7.3 and 6.3.7.43.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the Dispute Resolution Procedures except dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 6.3.33.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 14.3 13.1.1.2 with respect to the disputed matter, Developer DB Contractor shall proceed in accordance with TxDOT's ’s directive while retaining any Claim as to the disputed matteramount.

Resolution of TxDOT Comments and Objections. 6.3.7.1 If the Submittal is one not governed by Section 6.3.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the CDA Documents or Facility Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) Developer has not provided all content or information required in respect of the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 6.3.7.2 Developer shall respond to all of TxDOT’s and the Independent Engineer’s comments and objections to a Submittal and, except as provided below, make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 6.3. Developer acknowledges that TxDOT or the Independent Engineer may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 6.3.make 7.1. Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 6.3. However, if the Submittal is not governed by Section 6.3.3, the foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that are not on any of the grounds set forth in Section 6.3.7.1 and would result in a delay to a Critical Path on the Facility Project Schedule, in an increase in Developer’s costs or a decrease in Toll Revenues, except pursuant to a TxDOT Change. If, however, Developer does not accommodate or otherwise resolve any comment or objection, Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s and the Independent Engineer’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 6.3.7.3 The foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT Change. 6.3.7.4 If Developer fails to notify TxDOT within such time period, TxDOT may deliver to Developer a written notice stating the date by which Xxxxxxxxx was to have addressed TxDOT’s and the Independent Engineer’s comments and that if Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute Developer’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to a TxDOT-Caused Delay, Change Order, Relief Event, Compensation Event or other Claim, including any Claim that TxDOT assumes design or other liability. 6.3.7.5 After TxDOT receives Developer’s explanation as to why the modifications are not required as provided in Sections 6.3.7.2, 6.3.7.3 and 6.3.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the Dispute Resolution Procedures except (a) as provided otherwise in Section 6.3.3, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 14.3 with respect to the disputed matter, Developer shall proceed in accordance with TxDOT's directive while retaining any Claim as to the disputed matter.

Resolution of TxDOT Comments and Objections. 6.3.7.1 If the Submittal is one not governed by Section 6.3.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the CDA FA Documents or Facility Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) Developer has not provided all content or information required in respect of the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 6.3.7.2 Developer shall respond to all of TxDOT’s and the Independent Engineer’s comments and objections to a Submittal and, except as provided below, make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 6.3. Developer acknowledges that TxDOT or the Independent Engineer may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 6.3. 7.1. Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 6.3. However, if the Submittal is not governed by Section 6.3.3, the foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that are not on any of the grounds set forth in Section 6.3.7.1 and would result in a delay to a Critical Path on the applicable Facility Schedule, in an increase in Developer’s costs or a decrease in Toll Revenues, except pursuant to a TxDOT Change. If, however, Developer does not accommodate or otherwise resolve any comment or objection, Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s and the Independent Engineer’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 6.3.7.3 The foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT Change. 6.3.7.4 If Developer fails to notify TxDOT within such time period, TxDOT may deliver to Developer a written notice stating the date by which Xxxxxxxxx was to have addressed TxDOT’s and the Independent Engineer’s comments and that if Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute Developer’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to a TxDOT-Caused Delay, Change Order, Relief Event, Compensation Event or other Claim, including any Claim that TxDOT assumes design or other liability.have 6.3.7.5 After TxDOT receives Developer’s explanation as to why the modifications are not required as provided in Sections 6.3.7.2, 6.3.7.3 and 6.3.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the Dispute Resolution Procedures except (a) as provided otherwise in Section 6.3.3, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 14.3 with respect to the disputed matter, Developer shall proceed in accordance with TxDOT's directive while retaining any Claim as to the disputed matter.

Resolution of TxDOT Comments and Objections. 6.3.7.1 3.1.7.1 If the Submittal is one not governed by Section 6.3.33.1.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the CDA Contract Documents or Facility Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) Developer has not provided all content or information required in with respect of to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 6.3.7.2 3.1.7.2 Developer shall respond to all of TxDOT’s and the Independent Engineer’s comments and objections to a Submittal and, except as provided below, and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 6.33.1. Developer acknowledges that TxDOT or the Independent Engineer may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 6.33.1. 7.1. Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 6.33.1. However, if the Submittal is not governed by Section 6.3.33.1.3, the foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that are not on any of the grounds set forth in Section 6.3.7.1 3.1.7.1 and would result in a delay to a Critical Path critical path on the Facility ScheduleProject Schedule or, in an increase in Developer’s costs or a decrease in Toll Revenuescosts, except pursuant to a TxDOT TxDOT- Directed Change. If, however, Developer does not accommodate or otherwise resolve any comment or objection, Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s and the Independent Engineer’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 6.3.7.3 3.1.7.3 The foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that Developer believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT TxDOT-Directed Change. 6.3.7.4 3.1.7.4 If Developer fails to notify TxDOT within such time period, TxDOT may deliver to the Developer a written notice stating the date by which Xxxxxxxxx the Developer was to have addressed TxDOT’s and the Independent Engineer’s comments and that if the Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute Developer’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to a TxDOT-Caused Delay, Change Order, Relief Event, Compensation Event an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 6.3.7.5 3.1.7.5 After TxDOT receives Developer’s explanation as to why the modifications are not required as provided in Sections 6.3.7.23.1.7.2, 6.3.7.3 3.1.7.3 and 6.3.7.43.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the Dispute Resolution Procedures except dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 6.3.33.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 14.3 13.1.1.2 with respect to the disputed matter, Developer shall proceed in accordance with TxDOT's ’s directive while retaining any Claim as to the disputed matteramount.

Resolution of TxDOT Comments and Objections. 6.3.7.1 3.1.7.1 If the Submittal is one not governed by Section 6.3.33.1.3, TxDOTXxXXX’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the CDA Contract Documents or Facility Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) Developer has not provided all content or information required in with respect of to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 6.3.7.2 3.1.7.2 Developer shall respond to all of TxDOT’s and the Independent Engineer’s comments and objections to a Submittal and, except as provided below, and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 6.33.1. Developer acknowledges that TxDOT or the Independent Engineer may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 6.3.Section 7.13.1.7.1. Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 6.33.1. However, if the Submittal is not governed by Section 6.3.33.1.3, the foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 6.3.7.1 3.1.7.1 and would result in a delay to a Critical Path critical path on the Facility ScheduleProject Schedule or, in an increase in Developer’s costs or a decrease in Toll Revenuescosts, except pursuant to a TxDOT TxDOT-Directed Change. If, however, Developer does not accommodate or otherwise resolve any comment or objection, Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s and the Independent Engineer’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 6.3.7.3 3.1.7.3 The foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that Developer believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT TxDOT-Directed Change. 6.3.7.4 3.1.7.4 If Developer fails to notify TxDOT within such time period, TxDOT may deliver to the Developer a written notice stating the date by which Xxxxxxxxx the Developer was to have addressed TxDOT’s and the Independent Engineer’s comments and that if the Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute Developer’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to a TxDOT-Caused Delay, Change Order, Relief Event, Compensation Event an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 6.3.7.5 3.1.7.5 After TxDOT XxXXX receives Developer’s explanation as to why the modifications are not required as provided in Sections 6.3.7.23.1.7.2, 6.3.7.3 3.1.7.3 and 6.3.7.43.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the Dispute Resolution Procedures except dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 6.3.33.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 14.3 13.1.1.2 with respect to the disputed matter, Developer shall proceed in accordance with TxDOT's ’s directive while retaining any Claim as to the disputed matteramount.

Resolution of TxDOT Comments and Objections. 6.3.7.1 (a) If the Submittal is one not governed by Section 6.3.34.1.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (ai) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the CDA Contract Documents or Facility Project Management Plan and component plans thereunder; (bii) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (ciii) Developer has not provided all content or information required in with respect of to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (div) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (ev) In the case of a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 6.3.7.2 (b) Developer shall respond to all of TxDOT’s and the Independent Engineer’s comments and objections to a Submittal and, except as provided below, and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 6.34.1. Developer acknowledges that TxDOT or the Independent Engineer may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 6.3. 7.14.1.7(a). Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 6.34.1. However, if the Submittal is not governed by Section 6.3.34.1.3, the foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 6.3.7.1 4.1.7(a) and would result in a delay to a Critical Path critical path on the Facility ScheduleProject Schedule or, in an increase in Developer’s costs or a decrease in Toll Revenuescosts, except pursuant to a TxDOT TxDOT-Directed Change. If, however, Developer does not accommodate or otherwise resolve any comment or objection, Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s and the Independent Engineer’s comments or objections, a written an explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 6.3.7.3 (c) The foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that Developer believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT TxDOT-Directed Change. 6.3.7.4 (d) If Developer fails to notify TxDOT within such time period, TxDOT may deliver to the Developer a written notice stating the date by which Xxxxxxxxx the Developer was to have addressed TxDOT’s and the Independent Engineer’s comments and that if the Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute Developer’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to a TxDOT-Caused Delay, Change Order, Relief Event, Compensation Event an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 6.3.7.5 (e) After TxDOT receives Developer’s explanation as to why the modifications are not required as provided in Sections 6.3.7.24.1.7(b), 6.3.7.3 4.1.7(c) and 6.3.7.44.1.7(d), the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the Dispute Resolution Procedures except dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 6.3.34.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 14.3 12.1.1(b) with respect to the disputed matter, Developer shall proceed in accordance with TxDOT's ’s directive while retaining any Claim as to the disputed matteramount.

Resolution of TxDOT Comments and Objections. 6.3.7.1 If the Submittal is one not governed by Section 6.3.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the CDA Documents or Facility Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) Developer has not provided all content or information required in respect of the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 6.3.7.2 Developer shall respond to all of TxDOT’s and the Independent Engineer’s comments and objections to a Submittal and, except as provided below, make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 6.3. Developer acknowledges that TxDOT or the Independent Engineer may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 6.3. 7.1. Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 6.3. However, if the Submittal is not governed by Section 6.3.3, the foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that are not on any of the grounds set forth in Section 6.3.7.1 and would result in a delay to a Critical Path on the Facility Project Schedule, in an increase in Developer’s costs or a decrease in Toll Revenues, except pursuant to a TxDOT Change. If, however, Developer does not accommodate or otherwise resolve any comment or objection, Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s and the Independent Engineer’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 6.3.7.3 The foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT Change. 6.3.7.4 If Developer fails to notify TxDOT within such time period, TxDOT may deliver to Developer a written notice stating the date by which Xxxxxxxxx Developer was to have addressed TxDOT’s and the Independent Engineer’s comments and that if Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute Developer’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to a TxDOT-Caused Delay, Change Order, Relief Event, Compensation Event or other Claim, including any Claim that TxDOT assumes design or other liability. 6.3.7.5 After TxDOT receives Developer’s explanation as to why the modifications are not required as provided in Sections 6.3.7.2, 6.3.7.3 and 6.3.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the Dispute Resolution Procedures except (a) as provided otherwise in Section 6.3.3, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 14.3 with respect to the disputed matter, Developer shall proceed in accordance with TxDOT's directive while retaining any Claim as to the disputed matter.

Resolution of TxDOT Comments and Objections. 6.3.7.1 3.1.7.1 If the Submittal is one not governed by Section 6.3.33.1.3, TxDOTXxXXX’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the CDA Contract Documents or Facility the Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) Developer DB Contractor has not provided all content or information required in with respect of to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 6.3.7.2 Developer 3.1.7.2 DB Contractor shall respond to all of TxDOT’s and the Independent Engineer’s comments and objections to a Submittal and, except as provided below, and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 6.33.1. Developer DB Contractor acknowledges that TxDOT or the Independent Engineer may provide comments and objections which that reflect concerns regarding interpretation or preferences of the commenter or which that otherwise do not directly relate to grounds set forth in Section 6.33.1. 7.1. Developer DB Contractor agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 6.33.1. However, if the Submittal is not governed by Section 6.3.33.1.3, the foregoing shall in no way be deemed to obligate Developer DB Contractor to incorporate any comments or resolve objections that are not on any of the grounds set forth in Section 6.3.7.1 3.1.7.1 and would result in a delay to a Critical Path critical path on the Facility ScheduleProject Schedule or, in an increase in DeveloperDB Contractor’s costs or a decrease in Toll Revenuescosts, except pursuant to a TxDOT TxDOT- Directed Change. If, however, Developer DB Contractor does not accommodate or otherwise resolve any comment or objection, Developer DB Contractor shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s and the Independent Engineer’s comments or objections, a written explanation of why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 6.3.7.3 3.1.7.3 The foregoing shall in no way be deemed to obligate Developer DB Contractor to incorporate any comments or resolve objections that DB Contractor demonstrates would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT TxDOT-Directed Change. 6.3.7.4 3.1.7.4 If Developer DB Contractor fails to notify TxDOT within such time period, TxDOT may deliver to Developer DB Contractor a written notice stating the date by which Xxxxxxxxx DB Contractor was to have addressed TxDOT’s and the Independent Engineer’s comments and that if Developer DB Contractor does not address those comments within five Business Days after receipt of this such notice, then that failure shall constitute DeveloperDB Contractor’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to a TxDOT-Caused Delay, Change Order, Relief Event, Compensation Event an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 6.3.7.5 3.1.7.5 After TxDOT XxXXX receives DeveloperDB Contractor’s explanation as to why the modifications are not required as provided in Sections 6.3.7.23.1.7.2, 6.3.7.3 3.1.7.3 and 6.3.7.43.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the Dispute Resolution Procedures except dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 6.3.33.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 14.3 13.1.1.2 with respect to the disputed matter, Developer DB Contractor shall proceed in accordance with TxDOT's ’s directive while retaining any Claim as to the disputed matteramount.

Resolution of TxDOT Comments and Objections. 6.3.7.1 3.1.7.1 If the Submittal is one not governed by Section 6.3.33.1.3, TxDOTXxXXX’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the CDA Contract Documents or Facility Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) Developer has not provided all content or information required in with respect of to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 6.3.7.2 3.1.7.2 Developer shall respond to all of TxDOT’s and the Independent Engineer’s comments and objections to a Submittal and, except as provided below, and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 6.33.1. Developer acknowledges that TxDOT or the Independent Engineer may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 6.33.1. 7.1. Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 6.33.1. However, if the Submittal is not governed by Section 6.3.33.1.3, the foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 6.3.7.1 3.1.7.1 and would result in a delay to a Critical Path critical path on the Facility ScheduleProject Schedule or, in an increase in Developer’s costs or a decrease in Toll Revenuescosts, except pursuant to a TxDOT TxDOT-Directed Change. If, however, Developer does not accommodate or otherwise resolve any comment or objection, Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s and the Independent EngineerXxXXX’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 6.3.7.3 3.1.7.3 The foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that Developer believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT TxDOT-Directed Change. 6.3.7.4 3.1.7.4 If Developer fails to notify TxDOT within such time period, TxDOT may deliver to the Developer a written notice stating the date by which Xxxxxxxxx the Developer was to have addressed TxDOT’s and the Independent Engineer’s comments and that if the Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute Developer’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to a TxDOT-Caused Delay, Change Order, Relief Event, Compensation Event an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 6.3.7.5 3.1.7.5 After TxDOT XxXXX receives Developer’s explanation as to why the modifications are not required as provided in Sections 6.3.7.23.1.7.2, 6.3.7.3 3.1.7.3 and 6.3.7.43.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the Dispute Resolution Procedures except dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 6.3.33.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 14.3 13.1.1.2 with respect to the disputed matter, Developer shall proceed in accordance with TxDOT's ’s directive while retaining any Claim as to the disputed matteramount.

Resolution of TxDOT Comments and Objections. 6.3.7.1 3.1.7.1 If the Submittal is one not governed by Section 6.3.33.1.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the CDA Contract Documents or Facility Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) Developer DB Contractor has not provided all content or information required in with respect of to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 6.3.7.2 Developer 3.1.7.2 DB Contractor shall respond to all of TxDOT’s and the Independent Engineer’s comments and objections to a Submittal and, except as provided below, make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 6.3. Developer acknowledges that TxDOT or the Independent Engineer may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 6.3. 7.1. Developer DB Contractor agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 6.33.1. However, if the Submittal is not governed by Section 6.3.33.1.3, the foregoing shall in no way be deemed to obligate Developer DB Contractor to incorporate any comments or resolve objections that are not on any of the grounds set forth in Section 6.3.7.1 3.1.7.1 and would result in a delay to a Critical Path critical path on the Facility ScheduleProject Schedule or, in an increase in DeveloperDB Contractor’s costs or a decrease in Toll Revenuescosts, except pursuant to a TxDOT TxDOT- Directed Change. If, however, Developer DB Contractor does not accommodate or otherwise resolve any comment or objection, Developer DB Contractor shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s and the Independent Engineer’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 6.3.7.3 3.1.7.3 The foregoing shall in no way be deemed to obligate Developer DB Contractor to incorporate any comments or resolve objections that DB Contractor believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT TxDOT-Directed Change. 6.3.7.4 3.1.7.4 If Developer DB Contractor fails to notify TxDOT within such time period, TxDOT may deliver to Developer the DB Contractor a written notice stating the date by which Xxxxxxxxx the DB Contractor was to have addressed TxDOT’s and the Independent Engineer’s comments and that if Developer the DB Contractor does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DeveloperDB Contractor’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to a TxDOT-Caused Delay, Change Order, Relief Event, Compensation Event an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 6.3.7.5 3.1.7.5 After TxDOT receives DeveloperDB Contractor’s explanation as to why the modifications are not required as provided in Sections 6.3.7.23.1.7.2, 6.3.7.3 3.1.7.3 and 6.3.7.43.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the Dispute Resolution Procedures except dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 6.3.33.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 14.3 13.1.1.2 with respect to the disputed matter, Developer DB Contractor shall proceed in accordance with TxDOT's ’s directive while retaining any Claim as to the disputed matteramount.

Resolution of TxDOT Comments and Objections. 6.3.7.1 3.1.7.1 If the Submittal is one not governed by Section 6.3.33.1.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the CDA Contract Documents or Facility Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) Developer has not provided all content or information required in with respect of to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 6.3.7.2 3.1.7.2 Developer shall respond to all of TxDOT’s and the Independent Engineer’s comments and objections to a Submittal and, except as provided below, and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 6.33.1. Developer acknowledges that TxDOT or the Independent Engineer may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 6.33.1. 7.1. Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 6.33.1. However, if the Submittal is not governed by Section 6.3.33.1.3, the foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 6.3.7.1 3.1.7.1 and would result in a delay to a Critical Path critical path on the Facility ScheduleProject Schedule or, in an increase in Developer’s costs or a decrease in Toll Revenuescosts, except pursuant to a TxDOT TxDOT-Directed Change. If, however, Developer does not accommodate or otherwise resolve any comment or objection, Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s and the Independent Engineer’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 6.3.7.3 3.1.7.3 The foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that Developer believes would render the Submittal erroneous, defective or less than Good Industry Xxxx xxxx Practice, except pursuant to a TxDOT TxDOT-Directed Change. 6.3.7.4 3.1.7.4 If Developer fails to notify TxDOT within such time period, TxDOT may deliver to the Developer a written notice stating the date by which Xxxxxxxxx the Developer was to have addressed TxDOT’s and the Independent Engineer’s comments and that if the Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute Developer’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to a TxDOT-Caused Delay, Change Order, Relief Event, Compensation Event an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 6.3.7.5 3.1.7.5 After TxDOT receives Developer’s explanation as to why the modifications are not required as provided in Sections 6.3.7.23.1.7.2, 6.3.7.3 3.1.7.3 and 6.3.7.43.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the Dispute Resolution Procedures except dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 6.3.33.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 14.3 13.1.1.2 with respect to the disputed matter, Developer shall proceed in accordance with TxDOT's ’s directive while retaining any Claim as to the disputed matteramount.

Resolution of TxDOT Comments and Objections. 6.3.7.1 3.1.7.1 If the Submittal is one not governed by Section 6.3.33.1.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the CDA Contract Documents or Facility Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) Developer has not provided all content or information required in with respect of to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 6.3.7.2 3.1.7.2 Developer shall respond to all of TxDOT’s and the Independent Engineer’s comments and objections to a Submittal and, except as provided below, make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 6.3. Developer acknowledges that TxDOT or the Independent Engineer may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 6.3. 7.1. Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 6.33.1. However, if the Submittal is not governed by Section 6.3.33.1.3, the foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 6.3.7.1 3.1.7.1 and would result in a delay to a Critical Path critical path on the Facility ScheduleProject Schedule or, in an increase in Developer’s costs or a decrease in Toll Revenuescosts, except pursuant to a TxDOT TxDOT-Directed Change. If, however, Developer does not accommodate or otherwise resolve any comment or objection, Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s and the Independent Engineer’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 6.3.7.3 3.1.7.3 The foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that Xxxxxxxxx believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT TxDOT-Directed Change. 6.3.7.4 3.1.7.4 If Developer fails to notify TxDOT within such time period, TxDOT may deliver to the Developer a written notice stating the date by which Xxxxxxxxx the Developer was to have addressed TxDOT’s and the Independent Engineer’s comments and that if the Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute Developer’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to a TxDOT-Caused Delay, Change Order, Relief Event, Compensation Event an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 6.3.7.5 3.1.7.5 After TxDOT receives Developer’s explanation as to why the modifications are not required as provided in Sections 6.3.7.23.1.7.2, 6.3.7.3 3.1.7.3 and 6.3.7.43.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the Dispute Resolution Procedures except dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 6.3.33.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 14.3 13.1.1.2 with respect to the disputed matter, Developer shall proceed in accordance with TxDOT's ’s directive while retaining any Claim as to the disputed matteramount.

Resolution of TxDOT Comments and Objections. 6.3.7.1 3.1.7.1 If the Submittal is one not governed by Section 6.3.33.1.3, TxDOTXxXXX’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the CDA Contract Documents or Facility Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) Developer has not provided all content or information required in with respect of to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 6.3.7.2 3.1.7.2 Developer shall respond to all of TxDOT’s and the Independent Engineer’s comments and objections to a Submittal and, except as provided below, and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 6.33.1. Developer acknowledges that TxDOT or the Independent Engineer may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 6.3.Section 7.13.1.7.1. Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 6.3. However, if the Submittal is not governed by Section 6.3.3, the foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that are not on any of the grounds set forth in Section 6.3.7.1 and would result in a delay to a Critical Path on the Facility Schedule, in an increase in Developer’s costs or a decrease in Toll Revenues, except pursuant to a TxDOT Change. If, however, Developer does not accommodate or otherwise resolve any comment or objection, Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s and the Independent Engineer’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion.otherwise 6.3.7.3 3.1.7.3 The foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that Developer believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT TxDOT-Directed Change. 6.3.7.4 3.1.7.4 If Developer fails to notify TxDOT within such time period, TxDOT may deliver to the Developer a written notice stating the date by which Xxxxxxxxx the Developer was to have addressed TxDOT’s and the Independent EngineerXxXXX’s comments and that if the Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute Developer’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to a TxDOT-Caused Delay, Change Order, Relief Event, Compensation Event an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 6.3.7.5 3.1.7.5 After TxDOT XxXXX receives Developer’s explanation as to why the modifications are not required as provided in Sections 6.3.7.23.1.7.2, 6.3.7.3 3.1.7.3 and 6.3.7.43.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the Dispute Resolution Procedures except dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 6.3.33.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 14.3 13.1.1.2 with respect to the disputed matter, Developer shall proceed in accordance with TxDOT's ’s directive while retaining any Claim as to the disputed matteramount.

Resolution of TxDOT Comments and Objections. 6.3.7.1 3.1.7.1 If the Submittal is one not governed by Section 6.3.33.1.3, TxDOTXxXXX’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the CDA Contract Documents or Facility Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) Developer has not provided all content or information required in with respect of to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 6.3.7.2 3.1.7.2 Developer shall respond to all of TxDOT’s and the Independent Engineer’s comments and objections to a Submittal and, except as provided below, and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 6.33.1. Developer acknowledges that TxDOT or the Independent Engineer may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 6.33.1. 7.1. Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 6.33.1. However, if the Submittal is not governed by Section 6.3.33.1.3, the foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that are not on any of the grounds set forth in Section 6.3.7.1 3.1.7.1 and would result in a delay to a Critical Path critical path on the Facility ScheduleProject Schedule or, in an increase in Developer’s costs or a decrease in Toll Revenuescosts, except pursuant to a TxDOT TxDOT- Directed Change. If, however, Developer does not accommodate or otherwise resolve any comment or objection, Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s and the Independent Engineer’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 6.3.7.3 3.1.7.3 The foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that Developer believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT TxDOT-Directed Change. 6.3.7.4 3.1.7.4 If Developer fails to notify TxDOT within such time period, TxDOT may deliver to the Developer a written notice stating the date by which Xxxxxxxxx the Developer was to have addressed TxDOT’s and the Independent EngineerXxXXX’s comments and that if the Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute Developer’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to a TxDOT-Caused Delay, Change Order, Relief Event, Compensation Event an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 6.3.7.5 3.1.7.5 After TxDOT XxXXX receives Developer’s explanation as to why the modifications are not required as provided in Sections 6.3.7.23.1.7.2, 6.3.7.3 3.1.7.3 and 6.3.7.43.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the Dispute Resolution Procedures except dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 6.3.33.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 14.3 13.1.1.2 with respect to the disputed matter, Developer shall proceed in accordance with TxDOT's ’s directive while retaining any Claim as to the disputed matteramount.

Resolution of TxDOT Comments and Objections. 6.3.7.1 3.1.7.1 If the Submittal is one not governed by Section 6.3.33.1.3, TxDOTXxXXX’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the CDA Contract Documents or Facility Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) Developer DB Contractor has not provided all content or information required in with respect of to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 6.3.7.2 Developer 3.1.7.2 DB Contractor shall respond to all of TxDOT’s and the Independent Engineer’s comments and objections to a Submittal and, except as provided below, and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 6.33.1. Developer DB Contractor acknowledges that TxDOT or the Independent Engineer may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 6.33.1. 7.1. Developer DB Contractor agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 6.33.1. However, if the Submittal is not governed by Section 6.3.33.1.3, the foregoing shall in no way be deemed to obligate Developer DB Contractor to incorporate any comments or resolve objections that are not on any of the grounds set forth in Section 6.3.7.1 3.1.7.1 and would result in a delay to a Critical Path critical path on the Facility ScheduleProject Schedule or, in an increase in DeveloperDB Contractor’s costs or a decrease in Toll Revenuescosts, except pursuant to a TxDOT TxDOT-Directed Change. If, however, Developer DB Contractor does not accommodate or otherwise resolve any comment or objection, Developer DB Contractor shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s and the Independent Engineer’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 6.3.7.3 3.1.7.3 The foregoing shall in no way be deemed to obligate Developer DB Contractor to incorporate any comments or resolve objections that DB Contractor believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT TxDOT-Directed Change. 6.3.7.4 3.1.7.4 If Developer DB Contractor fails to notify TxDOT within such time period, TxDOT may deliver to Developer the DB Contractor a written notice stating the date by which Xxxxxxxxx the DB Contractor was to have addressed TxDOT’s and the Independent Engineer’s comments and that if Developer the DB Contractor does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DeveloperDB Contractor’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to a TxDOT-Caused Delay, Change Order, Relief Event, Compensation Event an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 6.3.7.5 3.1.7.5 After TxDOT XxXXX receives DeveloperDB Contractor’s explanation as to why the modifications are not required as provided in Sections 6.3.7.23.1.7.2, 6.3.7.3 3.1.7.3 and 6.3.7.43.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the Dispute Resolution Procedures except dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 6.3.33.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 14.3 13.1.1.2 with respect to the disputed matter, Developer DB Contractor shall proceed in accordance with TxDOT's ’s directive while retaining any Claim as to the disputed matteramount.

Resolution of TxDOT Comments and Objections. 6.3.7.1 3.1.7.1. If the Submittal is one not governed by Section 6.3.33.1.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the CDA Contract Documents or Facility Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) Developer DB Contractor has not provided all content or information required in with respect of to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 6.3.7.2 Developer 3.1.7.2. DB Contractor shall respond to all of TxDOT’s and the Independent Engineer’s comments and objections to a Submittal and, except as provided below, and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 6.3. Developer acknowledges that TxDOT or the Independent Engineer may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 6.3.fully 7.1. Developer DB Contractor agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 6.33.1. However, if the Submittal is not governed by Section 6.3.33.1.3, the foregoing shall in no way be deemed to obligate Developer DB Contractor to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 6.3.7.1 3.1.7.1 and would result in a delay to a Critical Path critical path on the Facility Project Schedule, or in an increase in DeveloperDB Contractor’s costs or a decrease in Toll Revenuescosts, except pursuant to a TxDOT TxDOT-Directed Change. If, however, Developer DB Contractor does not accommodate or otherwise resolve any comment or objection, Developer DB Contractor shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s and the Independent Engineer’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 6.3.7.3 3.1.7.3. The foregoing shall in no way be deemed to obligate Developer DB Contractor to incorporate any comments or resolve objections that DB Contractor believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT TxDOT-Directed Change. 6.3.7.4 3.1.7.4. If Developer DB Contractor fails to notify TxDOT within such time period, TxDOT may deliver to Developer the DB Contractor a written notice stating the date by which Xxxxxxxxx the DB Contractor was to have addressed TxDOT’s and the Independent Engineer’s comments and that if Developer the DB Contractor does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DeveloperDB Contractor’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to a TxDOT-Caused Delay, Change Order, Relief Event, Compensation Event an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 6.3.7.5 3.1.7.5. After TxDOT receives DeveloperDB Contractor’s explanation as to why the modifications are not required as provided in Sections 6.3.7.23.1.7.2, 6.3.7.3 3.1.7.3 and 6.3.7.43.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the Dispute Resolution Procedures except dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 6.3.33.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 14.3 13.1.1.2 with respect to the disputed matter, Developer DB Contractor shall proceed in accordance with TxDOT's ’s directive while retaining any Claim as to the disputed matteramount.

Resolution of TxDOT Comments and Objections. 6.3.7.1 If the Submittal is one not governed by Section 6.3.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the CDA Documents or Facility Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) Developer has not provided all content or information required in respect of the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 6.3.7.2 Developer shall respond to all of TxDOT’s and the Independent Engineer’s comments and objections to a Submittal and, except as provided below, make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 6.3. Developer acknowledges that TxDOT or the Independent Engineer may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 6.3. 7.1. Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 6.3. However, if the Submittal is not governed by Section 6.3.3, the foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that are not on any of the grounds set forth in Section 6.3.7.1 and would result in a delay to a Critical Path on the Facility Schedule, in an increase in Developer’s costs or a decrease in Toll Revenues, except pursuant to a TxDOT Change. If, however, Developer does not accommodate or otherwise resolve any comment or objection, Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s and the Independent Engineer’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 6.3.7.3 The foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT Change. 6.3.7.4 If Developer fails to notify TxDOT within such time period, TxDOT may deliver to Developer a written notice stating the date by which Xxxxxxxxx Developer was to have addressed TxDOT’s and the Independent Engineer’s comments and that if Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute Developer’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to a TxDOT-Caused Delay, Change Order, Relief Event, Compensation Event or other Claim, including any Claim that TxDOT assumes design or other liability. 6.3.7.5 After TxDOT receives Developer’s explanation as to why the modifications are not required as provided in Sections 6.3.7.2, 6.3.7.3 and 6.3.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the Dispute Resolution Procedures except (a) as provided otherwise in Section 6.3.3, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 14.3 with respect to the disputed matter, Developer shall proceed in accordance with TxDOT's directive while retaining any Claim as to the disputed matter.

Resolution of TxDOT Comments and Objections. 6.3.7.1 If the Submittal is one not governed by Section 6.3.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the CDA Documents or Facility Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) Developer has not provided all content or information required in respect of the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to a Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 6.3.7.2 Developer shall respond to all of TxDOT’s and the Independent Engineer’s comments and objections to a Submittal and, except as provided below, make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 6.3. Developer acknowledges that TxDOT or the Independent Engineer may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 6.3. 7.1. Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 6.3. However, if the Submittal is not governed by Section 6.3.3, the foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that are not on any of the grounds set forth in Section 6.3.7.1 and would result in a delay to a Critical Path on the Facility Project Schedule, in an increase in Developer’s costs or a decrease in Toll Revenues, except pursuant to a TxDOT Change. If, however, Developer does not accommodate or otherwise resolve any comment or objection, Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s and the Independent Engineer’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 6.3.7.3 The foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT Change. 6.3.7.4 If Developer fails to notify TxDOT within such time period, TxDOT may deliver to Developer a written notice stating the date by which Xxxxxxxxx was to have addressed TxDOT’s and the Independent Engineer’s comments and that if Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute Developer’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to a TxDOT-Caused Delay, Change Order, Relief Event, Compensation Event or other Claim, including any Claim that TxDOT assumes design or other liability.failure 6.3.7.5 After TxDOT receives Developer’s explanation as to why the modifications are not required as provided in Sections 6.3.7.2, 6.3.7.3 and 6.3.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the Dispute Resolution Procedures except (a) as provided otherwise in Section 6.3.3, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 14.3 with respect to the disputed matter, Developer shall proceed in accordance with TxDOT's directive while retaining any Claim as to the disputed matter.

Resolution of TxDOT Comments and Objections. 6.3.7.1 3.1.7.1 If the Submittal is one not governed by Section 6.3.33.1.3, TxDOTXxXXX’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the CDA Contract Documents or Facility Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) Developer has not provided all content or information required in with respect of to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 6.3.7.2 3.1.7.2 Developer shall respond to all of TxDOT’s and the Independent Engineer’s comments and objections to a Submittal and, except as provided below, and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 6.33.1. Developer acknowledges that TxDOT or the Independent Engineer may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 6.33.1. 7.1. Developer agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 6.33.1. However, if the Submittal is not governed by Section 6.3.33.1.3, the foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that are not on any of the grounds set forth in Section 6.3.7.1 3.1.7.1 and would result in a delay to a Critical Path critical path on the Facility ScheduleProject Schedule or, in an increase in Developer’s costs or a decrease in Toll Revenuescosts, except pursuant to a TxDOT TxDOT-Directed Change. If, however, Developer does not accommodate or otherwise resolve any comment or objection, Developer shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s and the Independent EngineerXxXXX’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 6.3.7.3 3.1.7.3 The foregoing shall in no way be deemed to obligate Developer to incorporate any comments or resolve objections that Developer believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT TxDOT-Directed Change. 6.3.7.4 3.1.7.4 If Developer fails to notify TxDOT within such time period, TxDOT may deliver to the Developer a written notice stating the date by which Xxxxxxxxx the Developer was to have addressed TxDOT’s and the Independent Engineer’s comments and that if the Developer does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute accommodate and res Developer’s olve the co agreement mment or to obje make ction all and changes necessary to accommodate and resolve the comment or objection and full acceptance of to all Texas Department of Transportation SH 99 Grand Parkway Project June 19July 2, 2012 18 RFP Addendum 1 2 Development Agreement responsibility for such changes without right to a TxDOT-Caused Delay, Change Order, Relief Event, Compensation Event an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 6.3.7.5 3.1.7.5 After TxDOT XxXXX receives Developer’s explanation as to why the modifications are not required as provided in Sections 6.3.7.23.1.7.2, 6.3.7.3 3.1.7.3 and 6.3.7.43.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the Dispute Resolution Procedures except dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 6.3.33.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 14.3 13.1.1.2 with respect to the disputed matter, Developer shall proceed in accordance with TxDOT's ’s directive while retaining any Claim as to the disputed matteramount.

Resolution of TxDOT Comments and Objections. 6.3.7.1 3.1.7.1. If the Submittal is one not governed by Section 6.3.33.1.3, TxDOTXxXXX’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the CDA DBA Documents or Facility Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) Developer DB Contractor has not provided all content or information required in with respect of to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 6.3.7.2 Developer 3.1.7.2. DB Contractor shall respond to all of TxDOT’s and the Independent Engineer’s comments and objections to a Submittal and, except as provided below, and make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 6.33.1. Developer DB Contractor acknowledges that TxDOT or the Independent Engineer may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 6.33.1. 7.1. Developer DB Contractor agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 6.33.1. However, if the Submittal is not governed by Section 6.3.33.1.3, the foregoing shall in no way be deemed to obligate Developer DB Contractor to incorporate any comments or resolve objections that are not based on any of the grounds set forth in Section 6.3.7.1 3.1.7.1 and would result in a delay to a Critical Path critical path on the Facility Project Schedule, or in an increase in DeveloperDB Contractor’s costs or a decrease in Toll Revenuescosts, except pursuant to a TxDOT TxDOT-Directed Change. If, however, Developer DB Contractor does not accommodate or otherwise resolve any comment or objection, Developer DB Contractor shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s and the Independent Engineer’s comments or objections, a written explanation why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 6.3.7.3 3.1.7.3. The foregoing shall in no way be deemed to obligate Developer DB Contractor to incorporate any comments or resolve objections that DB Contractor believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT TxDOT-Directed Change. 6.3.7.4 3.1.7.4. If Developer DB Contractor fails to notify TxDOT within such time period, TxDOT may deliver to Developer the DB Contractor a written notice stating the date by which Xxxxxxxxx the DB Contractor was to have addressed TxDOT’s and the Independent Engineer’s comments and that if Developer the DB Contractor does not address those comments within five Business Days after receipt of this notice, then that failure shall constitute DeveloperDB Contractor’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to a TxDOT-Caused Delay, Change Order, Relief Event, Compensation Event an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 6.3.7.5 3.1.7.5. After TxDOT receives DeveloperDB Contractor’s explanation as to why the modifications are not required as provided in Sections 6.3.7.23.1.7.2, 6.3.7.3 3.1.7.3 and 6.3.7.43.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the Dispute Resolution Procedures except dispute resolution procedures of this DBA, except: (a) as provided otherwise in Section 6.3.33.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 14.3 13.1.1.2 with respect to the disputed matter, Developer DB Contractor shall proceed in accordance with TxDOT's ’s directive while retaining any Claim as to the disputed matteramount.

Resolution of TxDOT Comments and Objections. 6.3.7.1 3.1.7.1 If the Submittal is one not governed by Section 6.3.33.1.3, TxDOT’s exception, objection, rejection or disapproval shall be deemed reasonable, valid and binding if and only if based on any of the following grounds: (a) The Submittal or subject provision thereof fails to comply with any applicable covenant, condition, requirement, term or provision of the CDA Contract Documents or Facility the Project Management Plan and component plans thereunder; (b) The Submittal or subject provision thereof is not to a standard equal to or better than the requirements of Good Industry Practice; (c) Developer DB Contractor has not provided all content or information required in with respect of to the Submittal or subject provisions thereof, provided that TxDOT assumes no duty, obligation or liability regarding completeness or correctness of any Submittal, including a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval; (d) Adoption of the Submittal or subject provision thereof, or of any proposed course of action thereunder, would result in a conflict with or violation of any Law or Governmental Approval; or (e) In the case of a Submittal that is to be delivered to a another Governmental Entity as a proposed Governmental Approval, or in order to obtain, modify, amend, supplement, renew, extend, waive or carry out a Governmental Approval, it proposes commitments, requirements, actions, terms or conditions that are not usual and customary arrangements that TxDOT offers or accepts for addressing similar circumstances affecting its own projects. 6.3.7.2 Developer 3.1.7.2 DB Contractor shall respond to all of TxDOT’s and the Independent Engineer’s comments and objections to a Submittal and, except as provided below, make modifications to the Submittal as necessary to fully reflect and resolve all such comments and objections, in accordance with the review processes set forth in this Section 6.3. Developer acknowledges that TxDOT or the Independent Engineer may provide comments and objections which reflect concerns regarding interpretation or preferences of the commenter or which otherwise do not directly relate to grounds set forth in Section 6.3. 7.1. Developer DB Contractor agrees to undertake reasonable efforts to accommodate or otherwise resolve any such comments or objections through the review processes described in this Section 6.33.1. However, if the Submittal is not governed by Section 6.3.33.1.3, the foregoing shall in no way be deemed to obligate Developer DB Contractor to incorporate any comments or resolve objections that are not on any of the grounds set forth in Section 6.3.7.1 3.1.7.1 and would result in a delay to a Critical Path critical path on the Facility ScheduleProject Schedule or, in an increase in DeveloperDB Contractor’s costs or a decrease in Toll Revenuescosts, except pursuant to a TxDOT TxDOT- Directed Change. If, however, Developer DB Contractor does not accommodate or otherwise resolve any comment or objection, Developer DB Contractor shall deliver to TxDOT within a reasonable time period, not to exceed 30 days after receipt of TxDOT’s and the Independent Engineer’s comments or objections, a written explanation of why modifications based on such comment or objection are not required. The explanation shall include the facts, analyses and reasons that support the conclusion. 6.3.7.3 3.1.7.3 The foregoing shall in no way be deemed to obligate Developer DB Contractor to incorporate any comments or resolve objections that DB Contractor believes would render the Submittal erroneous, defective or less than Good Industry Practice, except pursuant to a TxDOT TxDOT-Directed Change. 6.3.7.4 3.1.7.4 If Developer DB Contractor fails to notify TxDOT within such time period, TxDOT may deliver to Developer DB Contractor a written notice stating the date by which Xxxxxxxxx DB Contractor was to have addressed TxDOT’s and the Independent Engineer’s comments and that if Developer DB Contractor does not address those comments within five Business Days after receipt of this such notice, then that failure shall constitute DeveloperDB Contractor’s agreement to make all changes necessary to accommodate and resolve the comment or objection and full acceptance of all responsibility for such changes without right to a TxDOT-Caused Delay, Change Order, Relief Event, Compensation Event an adjustment to the Price or Completion Deadline(s) or any other Claim, including any Claim that TxDOT assumes design or other liability. 6.3.7.5 3.1.7.5 After TxDOT receives DeveloperDB Contractor’s explanation as to why the modifications are not required as provided in Sections 6.3.7.23.1.7.2, 6.3.7.3 3.1.7.3 and 6.3.7.43.1.7.4, the Parties shall attempt in good faith to resolve the dispute. If they are unable to resolve the dispute, it shall be resolved according to the Dispute Resolution Procedures except dispute resolution procedures of this Agreement, except: (a) as provided otherwise in Section 6.3.33.1.7, and (b) if TxDOT elects to issue a Directive Letter pursuant to Section 14.3 13.1.1.2 with respect to the disputed matter, Developer DB Contractor shall proceed in accordance with TxDOT's ’s directive while retaining any Claim as to the disputed matteramount.