Common use of TxDOT Remedies Clause in Contracts

TxDOT Remedies. 12.3.1 If any DB Contractor Maintenance Default described in Section 12.1 is not subject to cure or is not cured within the period (if any) specified in Section 12.2, or if the circumstances described in Section (a) TxDOT may terminate this CMA or a portion thereof, including DB Contractor’s rights of entry upon, possession and control of the Project, in which case the provisions of Section 14.3 shall apply. (b) If and as directed by TxDOT, DB Contractor shall withdraw from the Site and shall remove such materials, equipment, tools and instruments used by, and any debris or waste materials generated by, any DB Contractor-Related Entity on the Site or otherwise in the performance of the Maintenance Services. (c) DB Contractor shall deliver to TxDOT possession of any or all design or construction documents and all other completed or partially completed drawings (including plans, elevations, sections, details and diagrams), specifications, records, information, schedules, samples, shop drawings, and other documents and facilities related to the Project that TxDOT deems necessary in connection with Maintenance Services. (d) DB Contractor shall assign to TxDOT the Subcontracts requested by TxDOT, and DB Contractor shall terminate, at its sole cost, all other Subcontracts. (e) TxDOT, in its discretion, may deduct from any amounts payable by TxDOT to DB Contractor such amounts (including interest thereon as permitted under this CMA) payable by DB Contractor to TxDOT, including reimbursements owing, Liquidated Damages owing under Section 12.4, Key Personnel Unavailability Fees owing under Section 5.4.8, and amounts TxDOT deems advisable to cover any existing or threatened claims, Liens and stop notices of Subcontractors, laborers or other Persons, amounts of any Losses that have accrued, the cost to complete or remediate uncompleted Maintenance Services or Nonconforming Work, or other damages or amounts that TxDOT has determined are or may be payable to TxDOT under the CMA Documents. (f) TxDOT shall have the right, but not the obligation, to pay any amount or perform any act as may then be required from DB Contractor under the CMA Documents or Subcontracts. (g) TxDOT may appropriate any or all materials, supplies and equipment on the Site as may be suitable and acceptable and may direct the Surety (other than in the Event of Default under Section 12.1(e)) to complete this CMA or may enter into an agreement for the completion of this CMA according to the terms and provisions hereof with another contractor or the Surety, or use such other methods as may be required for the completion of the Maintenance Services and the requirements of the CMA Documents, including completion of the Maintenance Services by TxDOT. (h) If TxDOT exercises any right to perform any obligations of DB Contractor, in the exercise of such right, TxDOT may, but is not obligated to, among other things (i) perform or attempt to perform, or cause to be performed, such Maintenance Services, (ii) spend such sums as TxDOT deems necessary and reasonable to employ and pay such architects, engineers, consultants and contractors and obtain materials and equipment as may be required for the purpose of completing such Maintenance Services, (iii) execute all applications, certificates and other documents as may be required for completing the Maintenance Services, (iv) modify or terminate any contractual arrangements, (v) take any and all other actions that it may consider necessary, in its discretion, to complete the Maintenance Services, and (vi) prosecute and defend any action or proceeding incident to the Maintenance Services. 12.3.2 If an Event of Default occurs, DB Contractor and each Guarantor shall be jointly and severally liable to TxDOT for all costs incurred by TxDOT or any Person acting on TxDOT’s behalf in completing the Maintenance Services. Upon the occurrence of an Event of Default, TxDOT shall be entitled to withhold all or any portion of further payments to DB Contractor until such time as TxDOT is able to determine how much, if any, remains payable to DB Contractor and the amount payable by DB Contractor to TxDOT in connection with TxDOT’s damages and claims against DB Contractor-Related Entities or as otherwise required by the CMA Documents. Promptly upon such determination, TxDOT shall notify DB Contractor in writing of the amount, if any, that DB Contractor shall pay TxDOT, or TxDOT shall pay DB Contractor the applicable amount. All costs and charges incurred by TxDOT, including attorneys’, consultants’, accountants’ and expert witnesses’ fees and costs, together with the cost of completing the Maintenance Services under the CMA Documents, will be deducted from any moneys due or that may become due DB Contractor or its Surety. If such expense exceeds the sum that would have been payable to DB Contractor under this CMA, then DB Contractor and each Guarantor shall be liable and shall pay to TxDOT the amount of such excess. If DB Contractor or Guarantor fails to pay such amount immediately upon TxDOT’s demand, then TxDOT shall be entitled to collect interest from DB Contractor or Guarantor at the rate set forth in Section 18.12 on the amounts TxDOT is required to pay in excess of the remaining balance of the Maintenance Price for the applicable Maintenance Term. The interest rate shall accrue on all amounts TxDOT has had to pay in excess of the remaining balance of the Maintenance Price for the applicable Maintenance Term from the date of TxDOT payment. 12.3.3 DB Contractor acknowledges that if a DB Contractor Maintenance Default under Section 12.1.1(m) or (n) occurs, such default could impair or frustrate DB Contractor’s performance of the Maintenance Services. Accordingly, DB Contractor agrees that, upon the occurrence of any such default, TxDOT shall be entitled to request of DB Contractor or its successor-in-interest adequate assurance of future performance in accordance with the terms and conditions hereof. Failure to comply with such request within 10 Days of delivery of the request shall entitle TxDOT to terminate this CMA and to the accompanying rights set forth above. Pending receipt of adequate assurance of performance and actual performance in accordance therewith, TxDOT shall be entitled to proceed with the Maintenance Services with its own forces or with other contractors on a time-and-material or other appropriate basis, the cost of which will be credited against and deducted from TxDOT’s payment obligations hereunder. The foregoing shall be in addition to all other rights and remedies provided by law or equity and such rights and remedies as are otherwise available under the CMA Documents, including the Maintenance Performance Bond, any letter of credit and any Guaranty. 12.3.4 In lieu of the provisions of this Section 12.3 for terminating this CMA for default and completing the Maintenance Services, TxDOT may, in its discretion, pay DB Contractor for the parts already done according to the provisions of the CMA Documents and may treat the parts remaining undone as if they had never been included or contemplated by this CMA. No Claim under this Section 12.3.4 will be allowed for prospective profits on, or any other compensation relating to, Maintenance Services uncompleted by DB Contractor. 12.3.5 If this CMA is terminated for grounds that are later determined not to justify a termination for default, such termination shall be deemed to constitute a termination for convenience pursuant to Section 14. 12.3.6 The exercise or beginning of the exercise by TxDOT of any one or more rights or remedies under this Section 12.3 shall not preclude the simultaneous or later exercise by TxDOT of any or all other such rights or remedies, each of which shall be cumulative. 12.3.7 If TxDOT suffers damages as a result of any DB Contractor-Related Entity’s breach, omission or failure to perform an obligation under the CMA Documents, then, subject to the limitation on liability contained in Sections 12.6 and 12.7, TxDOT shall be entitled to recovery of such damages from DB Contractor regardless of whether the breach, omission or failure that gives rise to the damages is declared an Event of Default. 12.3.8 DB Contractor and each Surety and Guarantor shall not be relieved of liability for continuing application of Liquidated Damages or other similar fees hereunder (including Key Personnel Unavailability Fees) on account of a breach or default by DB Contractor hereunder or by TxDOT’s declaration of an Event of Default, or by actions taken by TxDOT under this Section 12.3. 12.3.9 TxDOT’s remedies with respect to Nonconforming Work shall include the right to allow such work to remain uncorrected and receive payment as provided in Section 5.9.2 in lieu of the remedies specified in this Section 12.

TxDOT Remedies. 12.3.1 If any DB Contractor Maintenance Default described in Section 12.1 is not subject to cure or is not cured within the period (if any) specified in Section 12.2, or if the circumstances described in SectionSection 12.3.11.4 exist, TxDOT may declare that an “Event of Default” has occurred and notify DB Contractor to discontinue the Maintenance Services. The declaration of an Event of Default shall be in writing and given to DB Contractor, with a copy to Surety and any Guarantor. In addition to all other rights and remedies provided by Law or equity and such rights and remedies as are otherwise available under the CMA Documents, including the Maintenance Performance Bond, any letter of credit, and Guaranty, if an Event of Default shall occur, TxDOT shall have the following rights without further notice and without waiving or releasing DB Contractor from any obligations and DB Contractor shall have the following obligations (as applicable): (a) TxDOT may terminate this CMA Capital Maintenance Agreement or a portion thereof, including DB Contractor’s rights of entry upon, possession and control of the Project, in which case case, the provisions of Section Sections 14.3 shall apply. (b) If and as directed by TxDOT, DB Contractor shall withdraw from the Site and shall remove such materials, equipment, tools and instruments used by, and any debris or waste materials generated by, any DB Contractor-Related Entity on the Site or otherwise in the performance of the Maintenance Services. (c) DB Contractor shall deliver to TxDOT possession of any or all design or construction documents and all other completed or partially completed drawings (including plans, elevations, sections, details and diagrams), specifications, records, information, schedules, samples, shop drawings, drawings and other documents and facilities related to the Project that TxDOT deems necessary in connection with Maintenance Services. (d) DB Contractor shall assign to TxDOT the Subcontracts requested by TxDOT, TxDOT and DB Contractor shall terminate, at its sole cost, all other Subcontracts. (e) TxDOT, in its sole discretion, may deduct from any amounts payable by TxDOT to DB Contractor such amounts (including interest thereon as permitted under this CMACapital Maintenance Agreement) payable by DB Contractor to TxDOT, including reimbursements owing, Liquidated Damages damages owing under Section 12.4, Key Personnel Unavailability Fees owing under Section 5.4.7 or 5.4.8, Lane Rental Charges, Noncompliance Charges and amounts TxDOT deems advisable to cover any existing or threatened claims, Liens and stop notices of Subcontractors, laborers or other Persons, amounts of any Losses that have accrued, the cost to complete or remediate uncompleted Maintenance Services or Nonconforming Work, Work or other damages or amounts that TxDOT has determined are or may be payable to TxDOT under the CMA Documents. (f) TxDOT shall have the right, but not the obligation, to pay any amount or and/or perform any act as may then be required from DB Contractor under the CMA Documents or Subcontracts. (g) TxDOT may appropriate any or all materials, supplies and equipment on the Site as may be suitable and acceptable and may direct the Surety (other than in the Event of Default under Section 12.1(e)) to complete this CMA Capital Maintenance Agreement or may enter into an agreement for the completion of this CMA Capital Maintenance Agreement according to the terms and provisions hereof with another contractor or the Surety, or use such other methods as may be required for the completion of the Maintenance Services and the requirements of the CMA Documents, including completion of the Maintenance Services by TxDOT. (h) If TxDOT exercises any right to perform any obligations of DB Contractor, in the exercise of such right, right TxDOT may, but is not obligated to, among other things things: (i) perform or attempt to perform, or cause to be performed, such Maintenance Services, ; (ii) spend such sums as TxDOT deems necessary and reasonable to employ and pay such architects, engineers, consultants and contractors and obtain materials and equipment as may be required for the purpose of completing such Maintenance Services, ; (iii) execute all applications, certificates and other documents as may be required for completing the Maintenance Services, ; (iv) modify or terminate any contractual arrangements, ; (v) take any and all other actions that which it may consider necessary, in its discretion, sole discretion consider necessary to complete the Maintenance Services, ; and (vi) prosecute and defend any action or proceeding incident to the Maintenance Services. 12.3.2 If an Event of Default occurs, DB Contractor and each Guarantor shall be jointly and severally liable to TxDOT for all costs incurred by TxDOT or any Person acting on TxDOT’s behalf in completing the Maintenance Services. Upon the occurrence of an Event of Default, TxDOT shall be entitled to withhold all or any portion of further payments to DB Contractor until such time as TxDOT is able to determine how much, if any, remains payable to DB Contractor and the amount payable by DB Contractor to TxDOT in connection with TxDOT’s damages and claims against DB Contractor-Related Entities or as otherwise required by the CMA Documents. Promptly upon such determination, TxDOT shall notify DB Contractor in writing of the amount, if any, that DB Contractor shall pay TxDOT, or TxDOT shall pay DB Contractor the applicable amount. All costs and charges incurred by TxDOT, including attorneys’, consultants’, accountants’ ' and expert witnesses’ witness fees and costs, together with the cost of completing the Maintenance Services under the CMA Documents, will be deducted from any moneys due or that which may become due DB Contractor or its Surety. If such expense exceeds the sum that which would have been payable to DB Contractor under this CMACapital Maintenance Agreement, then DB Contractor and each Guarantor shall be liable and shall pay to TxDOT the amount of such excess. If DB Contractor or Guarantor fails to pay such amount immediately upon TxDOT’s 's demand, then TxDOT shall be entitled to collect interest from DB Contractor or Guarantor at the rate set forth in Section 18.12 19.12 on the amounts TxDOT is required to pay in excess of the remaining balance of the Maintenance Price for the applicable Maintenance Term. The interest rate shall accrue on all amounts TxDOT has had to pay in excess of the remaining balance of the Maintenance Price for the applicable Maintenance Term from the date of TxDOT payment. 12.3.3 DB Contractor acknowledges that if a DB Contractor Maintenance Default under Section 12.1.1(m) or (n) occurs, such default could impair or frustrate DB Contractor’s performance of the Maintenance Services. Accordingly, DB Contractor agrees that, that upon the occurrence of any such default, TxDOT shall be entitled to request of DB Contractor Contractor, or its successor-in-interest successor in interest, adequate assurance of future performance in accordance with the terms and conditions hereof. Failure to comply with such request within 10 ten Days of delivery of the request shall entitle TxDOT to terminate this CMA Capital Maintenance Agreement and to the accompanying rights set forth above. Pending receipt of adequate assurance of performance and actual performance in accordance therewith, TxDOT shall be entitled to proceed with the Maintenance Services with its own forces or with other contractors on a time-and-time and material or other appropriate basis, the cost of which will be credited against and deducted from TxDOT’s 's payment obligations hereunder. The foregoing shall be in addition to all other rights and remedies provided by law or equity and such rights and remedies as are otherwise available under the CMA Documents, including the Maintenance Performance Bond, any letter of credit and any Guaranty. 12.3.4 In lieu of the provisions of this Section 12.3 for terminating this CMA Capital Maintenance Agreement for default and completing the Maintenance Services, TxDOT may, in its sole discretion, pay DB Contractor for the parts already done according to the provisions of the CMA Documents and may treat the parts remaining undone as if they had never been included or contemplated by this CMACapital Maintenance Agreement. No Claim under this Section 12.3.4 will be allowed for prospective profits on, or any other compensation relating to, Maintenance Services uncompleted by DB Contractor.Section 12.3.5 If this CMA Capital Maintenance Agreement is terminated for grounds that which are later determined not to justify a termination for default, such termination shall be deemed to constitute a termination for convenience pursuant to Section 14. 12.3.6 The exercise or beginning of the exercise by TxDOT of any one or more rights or remedies under this Section 12.3 shall not preclude the simultaneous or later exercise by TxDOT of any or all other such rights or remedies, each of which shall be cumulative. 12.3.7 If TxDOT suffers damages as a result of any DB Contractor-Related Entity’s breach, omission or failure to perform an obligation under the CMA Documents, then, subject to the limitation on liability contained in Sections 12.6 12.7 and 12.712.8, TxDOT shall be entitled to recovery of such damages from DB Contractor regardless of whether the breach, omission or failure that gives rise to the damages is declared an Event of Default. 12.3.8 DB Contractor and each Surety and Guarantor shall not be relieved of liability for continuing application of Liquidated Damages or other similar fees hereunder (including Key Personnel Unavailability Fees) Lane Rental Charges for Lane Closures on account of a breach or default by DB Contractor hereunder or by TxDOT’s declaration of an Event of Default, or by actions taken by TxDOT under this Section 12.3. 12.3.9 TxDOT’s remedies with respect to Nonconforming Work shall include the right to allow such work to remain uncorrected and receive payment as provided in Section 5.9.2 in lieu of the remedies specified in this Section 12.

TxDOT Remedies. 12.3.1 If any DB Maintenance Contractor Maintenance Default described in Section 12.1 is not subject to cure or is not cured within the period (if any) specified in Section 12.2, or if the circumstances described in SectionSection 12.3.11.4 exist, TxDOT may declare that an “Event of Default” has occurred and notify Maintenance Contractor to discontinue the Maintenance Services. The declaration of an Event of Default shall be in writing and given to Maintenance Contractor, with a copy to Surety. In addition to all other rights and remedies provided by Law or equity and such rights and remedies as are otherwise available under the COMA Documents, including the Maintenance Performance Bond, any letter of credit, and Guaranty, if an Event of Default shall occur, TxDOT shall have the following rights without further notice and without waiving or releasing Maintenance Contractor from any obligations and Maintenance Contractor shall have the following obligations (as applicable): (a) TxDOT may terminate this CMA Comprehensive Maintenance Agreement or a portion thereof, including DB Maintenance Contractor’s rights of entry upon, possession and control of the Project, in which case case, the provisions of Section Sections 14.3 shall apply. (b) If and as directed by TxDOT, DB Maintenance Contractor shall withdraw from the Site and shall remove such materials, equipment, tools and instruments used by, and any debris or waste materials generated by, any DB Maintenance Contractor-Related Entity on the Site or otherwise in the performance of the Maintenance Services. (c) DB Maintenance Contractor shall deliver to TxDOT possession of any or all design or construction documents and all other completed or partially completed drawings (including plans, elevations, sections, details and diagrams), specifications, records, information, schedules, samples, shop drawings, drawings and other documents and facilities related to the Project that TxDOT deems necessary in connection with Maintenance Services. (d) DB Maintenance Contractor shall assign to TxDOT the Subcontracts requested by TxDOT, TxDOT and DB Maintenance Contractor shall terminate, at its sole cost, all other Subcontracts. (e) TxDOT, in its sole discretion, may deduct from any amounts payable by TxDOT to DB Maintenance Contractor such amounts (including interest thereon as permitted under this CMAComprehensive Maintenance Agreement) payable by DB Maintenance Contractor to TxDOT, including reimbursements owing, Liquidated Damages damages owing under Section 12.4, Key Personnel Unavailability Fees owing under Section 5.4.7 or 5.4.8, Lane Rental Charges, Noncompliance Charges and amounts TxDOT deems advisable to cover any existing or threatened claims, Liens and stop notices of Subcontractors, laborers or other Persons, amounts of any Losses that have accrued, the cost to complete or remediate uncompleted Maintenance Services or Nonconforming Work, Work or other damages or amounts that TxDOT has determined are or may be payable to TxDOT under the CMA COMA Documents. (f) TxDOT shall have the right, but not the obligation, to pay any amount or and/or perform any act as may then be required from DB Maintenance Contractor under the CMA COMA Documents or Subcontracts. (g) TxDOT may appropriate any or all materials, supplies and equipment on the Site as may be suitable and acceptable and may direct the Surety (other than in the Event of Default under Section 12.1(e)) to complete this CMA Comprehensive Maintenance Agreement or may enter into an agreement for the completion of this CMA Comprehensive Maintenance Agreement according to the terms and provisions hereof with another contractor or the Surety, or use such other methods as may be required for the completion of the Maintenance Services and the requirements of the CMA COMA Documents, including completion of the Maintenance Services by TxDOT. (h) If TxDOT exercises any right to perform any obligations of DB Maintenance Contractor, in the exercise of such right, right TxDOT may, but is not obligated to, among other things things: (i) perform or attempt to perform, or cause to be performed, such Maintenance Services, ; (ii) spend such sums as TxDOT deems necessary and reasonable to employ and pay such architects, engineers, consultants and contractors and obtain materials and equipment as may be required for the purpose of completing such Maintenance Services, ; (iii) execute all applications, certificates and other documents as may be required for completing the Maintenance Services, (iv) modify or terminate any contractual arrangements, (v) take any and all other actions that it may consider necessary, in its discretion, to complete the Maintenance Services, and (vi) prosecute and defend any action or proceeding incident to the Maintenance Services. 12.3.2 If an Event of Default occurs, DB Contractor and each Guarantor shall be jointly and severally liable to TxDOT for all costs incurred by TxDOT or any Person acting on TxDOT’s behalf in completing the Maintenance Services. Upon the occurrence of an Event of Default, TxDOT shall be entitled to withhold all or any portion of further payments to DB Contractor until such time as TxDOT is able to determine how much, if any, remains payable to DB Contractor and the amount payable by DB Contractor to TxDOT in connection with TxDOT’s damages and claims against DB Contractor-Related Entities or as otherwise required by the CMA Documents. Promptly upon such determination, TxDOT shall notify DB Contractor in writing of the amount, if any, that DB Contractor shall pay TxDOT, or TxDOT shall pay DB Contractor the applicable amount. All costs and charges incurred by TxDOT, including attorneys’, consultants’, accountants’ and expert witnesses’ fees and costs, together with the cost of completing the Maintenance Services under the CMA Documents, will be deducted from any moneys due or that may become due DB Contractor or its Surety. If such expense exceeds the sum that would have been payable to DB Contractor under this CMA, then DB Contractor and each Guarantor shall be liable and shall pay to TxDOT the amount of such excess. If DB Contractor or Guarantor fails to pay such amount immediately upon TxDOT’s demand, then TxDOT shall be entitled to collect interest from DB Contractor or Guarantor at the rate set forth in Section 18.12 on the amounts TxDOT is required to pay in excess of the remaining balance of the Maintenance Price for the applicable Maintenance Term. The interest rate shall accrue on all amounts TxDOT has had to pay in excess of the remaining balance of the Maintenance Price for the applicable Maintenance Term from the date of TxDOT payment. 12.3.3 DB Contractor acknowledges that if a DB Contractor Maintenance Default under Section 12.1.1(m) or (n) occurs, such default could impair or frustrate DB Contractor’s performance of the Maintenance Services. Accordingly, DB Contractor agrees that, upon the occurrence of any such default, TxDOT shall be entitled to request of DB Contractor or its successor-in-interest adequate assurance of future performance in accordance with the terms and conditions hereof. Failure to comply with such request within 10 Days of delivery of the request shall entitle TxDOT to terminate this CMA and to the accompanying rights set forth above. Pending receipt of adequate assurance of performance and actual performance in accordance therewith, TxDOT shall be entitled to proceed with the Maintenance Services with its own forces or with other contractors on a time-and-material or other appropriate basis, the cost of which will be credited against and deducted from TxDOT’s payment obligations hereunder. The foregoing shall be in addition to all other rights and remedies provided by law or equity and such rights and remedies as are otherwise available under the CMA Documents, including the Maintenance Performance Bond, any letter of credit and any Guaranty. 12.3.4 In lieu of the provisions of this Section 12.3 for terminating this CMA for default and completing the Maintenance Services, TxDOT may, in its discretion, pay DB Contractor for the parts already done according to the provisions of the CMA Documents and may treat the parts remaining undone as if they had never been included or contemplated by this CMA. No Claim under this Section 12.3.4 will be allowed for prospective profits on, or any other compensation relating to, Maintenance Services uncompleted by DB Contractor. 12.3.5 If this CMA is terminated for grounds that are later determined not to justify a termination for default, such termination shall be deemed to constitute a termination for convenience pursuant to Section 14. 12.3.6 The exercise or beginning of the exercise by TxDOT of any one or more rights or remedies under this Section 12.3 shall not preclude the simultaneous or later exercise by TxDOT of any or all other such rights or remedies, each of which shall be cumulative. 12.3.7 If TxDOT suffers damages as a result of any DB Contractor-Related Entity’s breach, omission or failure to perform an obligation under the CMA Documents, then, subject to the limitation on liability contained in Sections 12.6 and 12.7, TxDOT shall be entitled to recovery of such damages from DB Contractor regardless of whether the breach, omission or failure that gives rise to the damages is declared an Event of Default. 12.3.8 DB Contractor and each Surety and Guarantor shall not be relieved of liability for continuing application of Liquidated Damages or other similar fees hereunder (including Key Personnel Unavailability Fees) on account of a breach or default by DB Contractor hereunder or by TxDOT’s declaration of an Event of Default, or by actions taken by TxDOT under this Section 12.3. 12.3.9 TxDOT’s remedies with respect to Nonconforming Work shall include the right to allow such work to remain uncorrected and receive payment as provided in Section 5.9.2 in lieu of the remedies specified in this Section 12.;

TxDOT Remedies. 12.3.1 If any DB Contractor Maintenance Default described in Section 12.1 is not subject to cure or is not cured within the period (if any) specified in Section 12.2, or if the circumstances described in SectionSection 12.3.11.4 exist, TxDOT may declare that an “Event of Default” has occurred and notify DB Contractor to discontinue the Maintenance Services. The declaration of an Event of Default shall be in writing and given to DB Contractor, with a copy to Surety and any Guarantor. In addition to all other rights and remedies provided by Law or equity and such rights and remedies as are otherwise available under the COMA Documents, including the Maintenance Performance Bond, any letter of credit, and Guaranty, if an Event of Default shall occur, TxDOT shall have the following rights without further notice and without waiving or releasing DB Contractor from any obligations and DB Contractor shall have the following obligations (as applicable): (a) TxDOT may terminate this CMA Comprehensive Maintenance Agreement or a portion thereof, including DB Contractor’s rights of entry upon, possession and control of the Project, in which case case, the provisions of Section Sections 14.3 shall apply. (b) If and as directed by TxDOTXxXXX, DB Contractor shall withdraw from the Site and shall remove such materials, equipment, tools and instruments used by, and any debris or waste materials generated by, any DB Contractor-Related Entity on the Site or otherwise in the performance of the Maintenance Services. (c) DB Contractor shall deliver to TxDOT possession of any or all design or construction documents and all other completed or partially completed drawings (including plans, elevations, sections, details and diagrams), specifications, records, information, schedules, samples, shop drawings, drawings and other documents and facilities related to the Project that TxDOT deems necessary in connection with Maintenance Services. (d) DB Contractor shall assign to TxDOT the Subcontracts requested by TxDOT, TxDOT and DB Contractor shall terminate, at its sole cost, all other Subcontracts. (e) TxDOT, in its sole discretion, may deduct from any amounts payable by TxDOT to DB Contractor such amounts (including interest thereon as permitted under this CMAComprehensive Maintenance Agreement) payable by DB Contractor to TxDOT, including reimbursements owing, Liquidated Damages damages owing under Section 12.4, Key Personnel Unavailability Fees owing under Section 5.4.7 or 5.4.8, Lane Rental Charges, Noncompliance Charges and amounts TxDOT deems advisable to cover any existing or threatened claims, Liens and stop notices of Subcontractors, laborers or other Persons, amounts of any Losses that have accrued, the cost to complete or remediate uncompleted Maintenance Services or Nonconforming Work, Work or other damages or amounts that TxDOT has determined are or may be payable to TxDOT under the CMA COMA Documents. (f) TxDOT shall have the right, but not the obligation, to pay any amount or and/or perform any act as may then be required from DB Contractor under the CMA COMA Documents or Subcontracts. (g) TxDOT may appropriate any or all materials, supplies and equipment on the Site as may be suitable and acceptable and may direct the Surety (other than in the Event of Default under Section 12.1(e)) to complete this CMA Comprehensive Maintenance Agreement or may enter into an agreement for the completion of this CMA Comprehensive Maintenance Agreement according to the terms and provisions hereof with another contractor or the Surety, or use such other methods as may be required for the completion of the Maintenance Services and the requirements of the CMA COMA Documents, including completion of the Maintenance Services by TxDOT. (h) If TxDOT exercises any right to perform any obligations of DB Contractor, in the exercise of such right, right TxDOT may, but is not obligated to, among other things things: (i) perform or attempt to perform, or cause to be performed, such Maintenance Services, ; (ii) spend such sums as TxDOT deems necessary and reasonable to employ and pay such architects, engineers, consultants and contractors and obtain materials and equipment as may be required for the purpose of completing such Maintenance Services, ; (iii) execute all applications, certificates and other documents as may be required for completing the Maintenance Services, ; (iv) modify or terminate any contractual arrangements, ; (v) take any and all other actions that which it may consider necessary, in its discretion, sole discretion consider necessary to complete the Maintenance Services, ; and (vi) prosecute and defend any action or proceeding incident to the Maintenance Services. 12.3.2 If an Event of Default occurs, DB Contractor and each Guarantor shall be jointly and severally liable to TxDOT for all costs incurred by TxDOT or any Person acting on TxDOT’s behalf in completing the Maintenance Services. Upon the occurrence of an Event of Default, TxDOT shall be entitled to withhold all or any portion of further payments to DB Contractor until such time as TxDOT is able to determine how much, if any, remains payable to DB Contractor and the amount payable by DB Contractor to TxDOT in connection with TxDOT’s damages and claims against DB Contractor-Related Entities or as otherwise required by the CMA COMA Documents. Promptly upon such determination, TxDOT shall notify DB Contractor in writing of the amount, if any, that DB Contractor shall pay TxDOT, or TxDOT shall pay DB Contractor the applicable amount. All costs and charges incurred by TxDOT, including attorneys’, consultants’, accountants’ ' and expert witnesses’ witness fees and costs, together with the cost of completing the Maintenance Services under the CMA COMA Documents, will be deducted from any moneys due or that which may become due DB Contractor or its Surety. If such expense exceeds the sum that which would have been payable to DB Contractor under this CMAComprehensive Maintenance Agreement, then DB Contractor and each Guarantor shall be liable and shall pay to TxDOT the amount of such excess. If the DB Contractor or Guarantor fails to pay such amount immediately upon TxDOT’s 's demand, then TxDOT shall be entitled to collect interest from the DB Contractor or Guarantor at the rate set forth in Section 18.12 on the amounts TxDOT is required to pay in excess of the remaining balance of the Maintenance Price for the applicable Maintenance Term. The interest rate shall accrue on all amounts TxDOT has had to pay in excess of the remaining balance of the Maintenance Price for the applicable Maintenance Term from the date of TxDOT payment. 12.3.3 DB Contractor acknowledges that if a DB Contractor Maintenance Default under Section 12.1.1(m) or (n) occurs, such default could impair or frustrate DB Contractor’s performance of the Maintenance Services. Accordingly, DB Contractor agrees that, that upon the occurrence of any such default, TxDOT shall be entitled to request of DB Contractor Contractor, or its successor-in-interest successor in interest, adequate assurance of future performance in accordance with the terms and conditions hereof. Failure to comply with such request within 10 ten Days of delivery of the request shall entitle TxDOT to terminate this CMA Comprehensive Maintenance Agreement and to the accompanying rights set forth above. Pending receipt of adequate assurance of performance and actual performance in accordance therewith, TxDOT shall be entitled to proceed with the Maintenance Services with its own forces or with other contractors on a time-and-time and material or other appropriate basis, the cost of which will be credited against and deducted from TxDOT’s 's payment obligations hereunder. The foregoing shall be in addition to all other rights and remedies provided by law or equity and such rights and remedies as are otherwise available under the CMA COMA Documents, including the Maintenance Performance Bond, any letter of credit and any Guaranty. 12.3.4 In lieu of the provisions of this Section 12.3 for terminating this CMA Comprehensive Maintenance Agreement for default and completing the Maintenance Services, TxDOT may, in its sole discretion, pay DB Contractor for the parts already done according to the provisions of the CMA COMA Documents and may treat the parts remaining undone as if they had never been included or contemplated by this CMAComprehensive Maintenance Agreement. No Claim under this Section 12.3.4 will be allowed for prospective profits on, or any other compensation relating to, Maintenance Services uncompleted by DB Contractor. 12.3.5 If this CMA Comprehensive Maintenance Agreement is terminated for grounds that which are later determined not to justify a termination for default, such termination shall be deemed to constitute a termination for convenience pursuant to Section 14. 12.3.6 The exercise or beginning of the exercise by TxDOT of any one or more rights or remedies under this Section 12.3 shall not preclude the simultaneous or later exercise by TxDOT of any or all other such rights or remedies, each of which shall be cumulative. 12.3.7 If TxDOT suffers damages as a result of any DB Contractor-Related Entity’s breach, omission or failure to perform an obligation under the CMA COMA Documents, then, subject to the limitation on liability contained in Sections 12.6 12.7 and 12.712.8, TxDOT shall be entitled to recovery of such damages from DB Contractor regardless of whether the breach, omission or failure that gives rise to the damages is declared an Event of Default. 12.3.8 DB Contractor and each Surety and Guarantor shall not be relieved of liability for continuing application of Liquidated Damages or other similar fees hereunder (including Key Personnel Unavailability Fees) Lane Rental Charges for Lane Closures on account of a breach or default by DB Contractor hereunder or by TxDOT’s declaration of an Event of Default, or by actions taken by TxDOT under this Section 12.3. 12.3.9 TxDOTXxXXX’s remedies with respect to Nonconforming Work shall include the right to allow such work to remain uncorrected and receive payment as provided in Section 5.9.2 in lieu of the remedies specified in this Section 12.

TxDOT Remedies. 12.3.1 If any DB Maintenance Contractor Maintenance Default described in Section 12.1 is not subject to cure or is not cured within the period (if any) specified in Section 12.2, TxDOT may declare that an “Event of Default” has occurred and notify Maintenance Contractor to discontinue the Maintenance Services. The declaration of an Event of Default shall be in writing and given to Maintenance Contractor, with a copy to Surety. In addition to all other rights and remedies provided by Law or equity and such rights and remedies as are otherwise available under the CMA Documents, including the Maintenance Performance Bond, any letter of credit, and Guaranty, if an Event of Default shall occur, TxDOT shall have the circumstances described in Sectionfollowing rights without further notice and without waiving or releasing Maintenance Contractor from any obligations and Maintenance Contractor shall have the following obligations (as applicable): (a) TxDOT may terminate this CMA Capital Maintenance Agreement or a portion thereof, including DB Maintenance Contractor’s rights of entry upon, possession and control of the Project, in which case case, the provisions of Section 14.3 Sections 14.3(b) and 14.3(c) shall apply. (b) If and as directed by TxDOT, DB Maintenance Contractor shall withdraw from the Site and shall remove such materials, equipment, tools and instruments used by, and any debris or waste materials generated by, any DB Maintenance Contractor-Related Entity on the Site or otherwise in the performance of the Maintenance Services. (c) DB Maintenance Contractor shall deliver to TxDOT possession of any or all design Design Documents or construction documents Construction Documents and all other completed or partially completed drawings (including plans, elevations, sections, details and diagrams), specifications, records, information, schedules, samples, shop drawings, drawings and other documents and facilities related to the Project that TxDOT deems necessary in connection with Maintenance Services. (d) DB Maintenance Contractor shall assign to TxDOT the Subcontracts requested by TxDOT, TxDOT and DB Maintenance Contractor shall terminate, at its sole cost, all other Subcontracts. (e) TxDOT, in its sole discretion, may deduct from any amounts payable by TxDOT to DB Maintenance Contractor such amounts (including interest thereon as permitted under this CMACapital Maintenance Agreement) payable by DB Maintenance Contractor to TxDOT, including reimbursements owing, Liquidated Damages owing under Section 12.4, Key Personnel Unavailability Fees owing under Section 5.4.8, liquidated damages and amounts TxDOT deems advisable to cover any existing or threatened claims, Liens and stop notices of Subcontractors, laborers or other Persons, amounts of any Losses that have accrued, the cost to complete or remediate uncompleted Maintenance Services or Nonconforming Work, Work or other damages or amounts that TxDOT has determined are or may be payable to TxDOT under the CMA Documents. (f) TxDOT shall have the right, but not the obligation, to pay any amount or and/or perform any act as may then be required from DB Maintenance Contractor under the CMA Documents or Subcontracts. (g) TxDOT may appropriate any or all materials, supplies and equipment on the Site as may be suitable and acceptable and may direct the Surety (other than in the Event of Default under Section 12.1(e)) to complete this CMA Capital Maintenance Agreement or may enter into an agreement for the completion of this CMA Capital Maintenance Agreement according to the terms and provisions hereof with another contractor or the Surety, or use such other methods as may be required for the completion of the Maintenance Services and the requirements of the CMA Documents, including completion of the Maintenance Services by TxDOT. (h) If TxDOT exercises any right to perform any obligations of DB Maintenance Contractor, in the exercise of such right, right TxDOT may, but is not obligated to, among other things things: (i) perform or attempt to perform, or cause to be performed, such Maintenance Services, ; (ii) spend such sums as TxDOT deems necessary and reasonable to employ and pay such architects, engineers, consultants and contractors and obtain materials and equipment as may be required for the purpose of completing such Maintenance Services, ; (iii) execute all applications, certificates and other documents as may be required for completing the Maintenance Services, (iv) modify or terminate any contractual arrangements, (v) take any and all other actions that it may consider necessary, in its discretion, to complete the Maintenance Services, and (vi) prosecute and defend any action or proceeding incident to the Maintenance Services. 12.3.2 If an Event of Default occurs, DB Contractor and each Guarantor shall be jointly and severally liable to TxDOT for all costs incurred by TxDOT or any Person acting on TxDOT’s behalf in completing the Maintenance Services. Upon the occurrence of an Event of Default, TxDOT shall be entitled to withhold all or any portion of further payments to DB Contractor until such time as TxDOT is able to determine how much, if any, remains payable to DB Contractor and the amount payable by DB Contractor to TxDOT in connection with TxDOT’s damages and claims against DB Contractor-Related Entities or as otherwise required by the CMA Documents. Promptly upon such determination, TxDOT shall notify DB Contractor in writing of the amount, if any, that DB Contractor shall pay TxDOT, or TxDOT shall pay DB Contractor the applicable amount. All costs and charges incurred by TxDOT, including attorneys’, consultants’, accountants’ and expert witnesses’ fees and costs, together with the cost of completing the Maintenance Services under the CMA Documents, will be deducted from any moneys due or that may become due DB Contractor or its Surety. If such expense exceeds the sum that would have been payable to DB Contractor under this CMA, then DB Contractor and each Guarantor shall be liable and shall pay to TxDOT the amount of such excess. If DB Contractor or Guarantor fails to pay such amount immediately upon TxDOT’s demand, then TxDOT shall be entitled to collect interest from DB Contractor or Guarantor at the rate set forth in Section 18.12 on the amounts TxDOT is required to pay in excess of the remaining balance of the Maintenance Price for the applicable Maintenance Term. The interest rate shall accrue on all amounts TxDOT has had to pay in excess of the remaining balance of the Maintenance Price for the applicable Maintenance Term from the date of TxDOT payment. 12.3.3 DB Contractor acknowledges that if a DB Contractor Maintenance Default under Section 12.1.1(m) or (n) occurs, such default could impair or frustrate DB Contractor’s performance of the Maintenance Services. Accordingly, DB Contractor agrees that, upon the occurrence of any such default, TxDOT shall be entitled to request of DB Contractor or its successor-in-interest adequate assurance of future performance in accordance with the terms and conditions hereof. Failure to comply with such request within 10 Days of delivery of the request shall entitle TxDOT to terminate this CMA and to the accompanying rights set forth above. Pending receipt of adequate assurance of performance and actual performance in accordance therewith, TxDOT shall be entitled to proceed with the Maintenance Services with its own forces or with other contractors on a time-and-material or other appropriate basis, the cost of which will be credited against and deducted from TxDOT’s payment obligations hereunder. The foregoing shall be in addition to all other rights and remedies provided by law or equity and such rights and remedies as are otherwise available under the CMA Documents, including the Maintenance Performance Bond, any letter of credit and any Guaranty. 12.3.4 In lieu of the provisions of this Section 12.3 for terminating this CMA for default and completing the Maintenance Services, TxDOT may, in its discretion, pay DB Contractor for the parts already done according to the provisions of the CMA Documents and may treat the parts remaining undone as if they had never been included or contemplated by this CMA. No Claim under this Section 12.3.4 will be allowed for prospective profits on, or any other compensation relating to, Maintenance Services uncompleted by DB Contractor. 12.3.5 If this CMA is terminated for grounds that are later determined not to justify a termination for default, such termination shall be deemed to constitute a termination for convenience pursuant to Section 14. 12.3.6 The exercise or beginning of the exercise by TxDOT of any one or more rights or remedies under this Section 12.3 shall not preclude the simultaneous or later exercise by TxDOT of any or all other such rights or remedies, each of which shall be cumulative. 12.3.7 If TxDOT suffers damages as a result of any DB Contractor-Related Entity’s breach, omission or failure to perform an obligation under the CMA Documents, then, subject to the limitation on liability contained in Sections 12.6 and 12.7, TxDOT shall be entitled to recovery of such damages from DB Contractor regardless of whether the breach, omission or failure that gives rise to the damages is declared an Event of Default. 12.3.8 DB Contractor and each Surety and Guarantor shall not be relieved of liability for continuing application of Liquidated Damages or other similar fees hereunder (including Key Personnel Unavailability Fees) on account of a breach or default by DB Contractor hereunder or by TxDOT’s declaration of an Event of Default, or by actions taken by TxDOT under this Section 12.3. 12.3.9 TxDOT’s remedies with respect to Nonconforming Work shall include the right to allow such work to remain uncorrected and receive payment as provided in Section 5.9.2 in lieu of the remedies specified in this Section 12.;

TxDOT Remedies. 12.3.1 If any DB Maintenance Contractor Maintenance Default described in Section 12.1 is not subject to cure or is not cured within the period (if any) specified in Section 12.2, or if the circumstances described in SectionSection 12.3.11.4 exist, TxDOT may declare that an “Event of Default” has occurred and notify Maintenance Contractor to discontinue the Maintenance Services. The declaration of an Event of Default shall be in writing and given to Maintenance Contractor, with a copy to Surety and any Guarantor. In addition to all other rights and remedies provided by Law or equity and such rights and remedies as are otherwise available under the COMA Documents, including the Maintenance Performance Bond, any letter of credit, and Guaranty, if an Event of Default shall occur, TxDOT shall have the following rights without further notice and without waiving or releasing Maintenance Contractor from any obligations and Maintenance Contractor shall have the following obligations (as applicable): (a) TxDOT may terminate this CMA Comprehensive Maintenance Agreement or a portion thereof, including DB Maintenance Contractor’s rights of entry upon, possession and control of the Project, in which case case, the provisions of Section Sections 14.3 shall apply. (b) If and as directed by TxDOT, DB Maintenance Contractor shall withdraw from the Site and shall remove such materials, equipment, tools and instruments used by, and any debris or waste materials generated by, any DB Maintenance Contractor-Related Entity on the Site or otherwise in the performance of the Maintenance Services. (c) DB Maintenance Contractor shall deliver to TxDOT possession of any or all design or construction documents and all other completed or partially completed drawings (including plans, elevations, sections, details and diagrams), specifications, records, information, schedules, samples, shop drawings, drawings and other documents and facilities related to the Project that TxDOT deems necessary in connection with Maintenance Services. (d) DB Maintenance Contractor shall assign to TxDOT the Subcontracts requested by TxDOT, TxDOT and DB Maintenance Contractor shall terminate, at its sole cost, all other Subcontracts. (e) TxDOT, in its discretion, may deduct from any amounts payable by TxDOT to DB Contractor such amounts (including interest thereon as permitted under this CMA) payable by DB Contractor to TxDOT, including reimbursements owing, Liquidated Damages owing under Section 12.4, Key Personnel Unavailability Fees owing under Section 5.4.8, and amounts TxDOT deems advisable to cover any existing or threatened claims, Liens and stop notices of Subcontractors, laborers or other Persons, amounts of any Losses that have accrued, the cost to complete or remediate uncompleted Maintenance Services or Nonconforming Work, or other damages or amounts that TxDOT has determined are or may be payable to TxDOT under the CMA Documents. (f) TxDOT shall have the right, but not the obligation, to pay any amount or perform any act as may then be required from DB Contractor under the CMA Documents or Subcontracts. (g) TxDOT may appropriate any or all materials, supplies and equipment on the Site as may be suitable and acceptable and may direct the Surety (other than in the Event of Default under Section 12.1(e)) to complete this CMA or may enter into an agreement for the completion of this CMA according to the terms and provisions hereof with another contractor or the Surety, or use such other methods as may be required for the completion of the Maintenance Services and the requirements of the CMA Documents, including completion of the Maintenance Services by TxDOT. (h) If TxDOT exercises any right to perform any obligations of DB Contractor, in the exercise of such right, TxDOT may, but is not obligated to, among other things (i) perform or attempt to perform, or cause to be performed, such Maintenance Services, (ii) spend such sums as TxDOT deems necessary and reasonable to employ and pay such architects, engineers, consultants and contractors and obtain materials and equipment as may be required for the purpose of completing such Maintenance Services, (iii) execute all applications, certificates and other documents as may be required for completing the Maintenance Services, (iv) modify or terminate any contractual arrangements, (v) take any and all other actions that it may consider necessary, in its discretion, to complete the Maintenance Services, and (vi) prosecute and defend any action or proceeding incident to the Maintenance Services. 12.3.2 If an Event of Default occurs, DB Contractor and each Guarantor shall be jointly and severally liable to TxDOT for all costs incurred by TxDOT or any Person acting on TxDOT’s behalf in completing the Maintenance Services. Upon the occurrence of an Event of Default, TxDOT shall be entitled to withhold all or any portion of further payments to DB Contractor until such time as TxDOT is able to determine how much, if any, remains payable to DB Contractor and the amount payable by DB Contractor to TxDOT in connection with TxDOT’s damages and claims against DB Contractor-Related Entities or as otherwise required by the CMA Documents. Promptly upon such determination, TxDOT shall notify DB Contractor in writing of the amount, if any, that DB Contractor shall pay TxDOT, or TxDOT shall pay DB Contractor the applicable amount. All costs and charges incurred by TxDOT, including attorneys’, consultants’, accountants’ and expert witnesses’ fees and costs, together with the cost of completing the Maintenance Services under the CMA Documents, will be deducted from any moneys due or that may become due DB Contractor or its Surety. If such expense exceeds the sum that would have been payable to DB Contractor under this CMA, then DB Contractor and each Guarantor shall be liable and shall pay to TxDOT the amount of such excess. If DB Contractor or Guarantor fails to pay such amount immediately upon TxDOT’s demand, then TxDOT shall be entitled to collect interest from DB Contractor or Guarantor at the rate set forth in Section 18.12 on the amounts TxDOT is required to pay in excess of the remaining balance of the Maintenance Price for the applicable Maintenance Term. The interest rate shall accrue on all amounts TxDOT has had to pay in excess of the remaining balance of the Maintenance Price for the applicable Maintenance Term from the date of TxDOT payment. 12.3.3 DB Contractor acknowledges that if a DB Contractor Maintenance Default under Section 12.1.1(m) or (n) occurs, such default could impair or frustrate DB Contractor’s performance of the Maintenance Services. Accordingly, DB Contractor agrees that, upon the occurrence of any such default, TxDOT shall be entitled to request of DB Contractor or its successor-in-interest adequate assurance of future performance in accordance with the terms and conditions hereof. Failure to comply with such request within 10 Days of delivery of the request shall entitle TxDOT to terminate this CMA and to the accompanying rights set forth above. Pending receipt of adequate assurance of performance and actual performance in accordance therewith, TxDOT shall be entitled to proceed with the Maintenance Services with its own forces or with other contractors on a time-and-material or other appropriate basis, the cost of which will be credited against and deducted from TxDOT’s payment obligations hereunder. The foregoing shall be in addition to all other rights and remedies provided by law or equity and such rights and remedies as are otherwise available under the CMA Documents, including the Maintenance Performance Bond, any letter of credit and any Guaranty. 12.3.4 In lieu of the provisions of this Section 12.3 for terminating this CMA for default and completing the Maintenance Services, TxDOT may, in its discretion, pay DB Contractor for the parts already done according to the provisions of the CMA Documents and may treat the parts remaining undone as if they had never been included or contemplated by this CMA. No Claim under this Section 12.3.4 will be allowed for prospective profits on, or any other compensation relating to, Maintenance Services uncompleted by DB Contractor. 12.3.5 If this CMA is terminated for grounds that are later determined not to justify a termination for default, such termination shall be deemed to constitute a termination for convenience pursuant to Section 14. 12.3.6 The exercise or beginning of the exercise by TxDOT of any one or more rights or remedies under this Section 12.3 shall not preclude the simultaneous or later exercise by TxDOT of any or all other such rights or remedies, each of which shall be cumulative. 12.3.7 If TxDOT suffers damages as a result of any DB Contractor-Related Entity’s breach, omission or failure to perform an obligation under the CMA Documents, then, subject to the limitation on liability contained in Sections 12.6 and 12.7, TxDOT shall be entitled to recovery of such damages from DB Contractor regardless of whether the breach, omission or failure that gives rise to the damages is declared an Event of Default. 12.3.8 DB Contractor and each Surety and Guarantor shall not be relieved of liability for continuing application of Liquidated Damages or other similar fees hereunder (including Key Personnel Unavailability Fees) on account of a breach or default by DB Contractor hereunder or by TxDOT’s declaration of an Event of Default, or by actions taken by TxDOT under this Section 12.3. 12.3.9 TxDOT’s remedies with respect to Nonconforming Work shall include the right to allow such work to remain uncorrected and receive payment as provided in Section 5.9.2 in lieu of the remedies specified in this Section 12.

TxDOT Remedies. 12.3.1 If any DB Maintenance Contractor Maintenance Default described in Section 12.1 is not subject to cure or is not cured within the period (if any) specified in Section 12.2, TxDOT may declare that an “Event of Default” has occurred and notify Maintenance Contractor to discontinue the Maintenance Services. The declaration of an Event of Default shall be in writing and given to Maintenance Contractor, with a copy to Surety. In addition to all other rights and remedies provided by Law or equity and such rights and remedies as are otherwise available under the CMA Documents, including the Maintenance Performance Bond, any letter of credit, and Guaranty, if an Event of Default shall occur, TxDOT shall have the circumstances described in Sectionfollowing rights without further notice and without waiving or releasing Maintenance Contractor from any obligations and Maintenance Contractor shall have the following obligations (as applicable): (a) TxDOT may terminate this CMA Capital Maintenance Agreement or a portion thereof, including DB Maintenance Contractor’s rights of entry upon, Texas Department of Transportation US 77 from Kingsville to Driscoll September 5, 2012 64 Capital Maint Final RFP enance Agreement possession and control of the Project, in which case case, the provisions of Section 14.3 Sections 14.3(b) and 14.3(c) shall apply. (b) If and as directed by TxDOT, DB Maintenance Contractor shall withdraw from the Site and shall remove such materials, equipment, tools and instruments used by, and any debris or waste materials generated by, any DB Maintenance Contractor-Related Entity on the Site or otherwise in the performance of the Maintenance Services. (c) DB Maintenance Contractor shall deliver to TxDOT possession of any or all design Design Documents or construction documents Construction Documents and all other completed or partially completed drawings (including plans, elevations, sections, details and diagrams), specifications, records, information, schedules, samples, shop drawings, drawings and other documents and facilities related to the Project that TxDOT deems necessary in connection with Maintenance Services. (d) DB Maintenance Contractor shall assign to TxDOT the Subcontracts requested by TxDOT, TxDOT and DB Maintenance Contractor shall terminate, at its sole cost, all other Subcontracts. (e) TxDOT, in its sole discretion, may deduct from any amounts payable by TxDOT to DB Maintenance Contractor such amounts (including interest thereon as permitted under this CMACapital Maintenance Agreement) payable by DB Maintenance Contractor to TxDOT, including reimbursements owing, Liquidated Damages owing under Section 12.4, Key Personnel Unavailability Fees owing under Section 5.4.8, liquidated damages and amounts TxDOT deems advisable to cover any existing or threatened claims, Liens and stop notices of Subcontractors, laborers or other Persons, amounts of any Losses that have accrued, the cost to complete or remediate uncompleted Maintenance Services or Nonconforming Work, Work or other damages or amounts that TxDOT has determined are or may be payable to TxDOT under the CMA Documents. (f) TxDOT shall have the right, but not the obligation, to pay any amount or and/or perform any act as may then be required from DB Maintenance Contractor under the CMA Documents or Subcontracts. (g) TxDOT may appropriate any or all materials, supplies and equipment on the Site as may be suitable and acceptable and may direct the Surety (other than in the Event of Default under Section 12.1(e)) to complete this CMA Capital Maintenance Agreement or may enter into an agreement for the completion of this CMA Capital Maintenance Agreement according to the terms and provisions hereof with another contractor or the Surety, or use such other methods as may be required for the completion of the Maintenance Services and the requirements of the CMA Documents, including completion of the Maintenance Services by TxDOT. (h) If TxDOT exercises any right to perform any obligations of DB Maintenance Contractor, in the exercise of such right, right TxDOT may, but is not obligated to, among other things things: (i) perform or attempt to perform, or cause to be performed, such Maintenance Services, ; (ii) spend such sums as TxDOT deems necessary and reasonable to employ and pay such architects, engineers, consultants and contractors and obtain materials and Texas Department of Transportation US 77 from Kingsville to Driscoll September 5, 2012 65 Final RFP Capital Maintenance Agreement equipment as may be required for the purpose of completing such Maintenance Services, ; (iii) execute all applications, certificates and other documents as may be required for completing the Maintenance Services, (iv) modify or terminate any contractual arrangements, (v) take any and all other actions that it may consider necessary, in its discretion, to complete the Maintenance Services, and (vi) prosecute and defend any action or proceeding incident to the Maintenance Services. 12.3.2 If an Event of Default occurs, DB Contractor and each Guarantor shall be jointly and severally liable to TxDOT for all costs incurred by TxDOT or any Person acting on TxDOT’s behalf in completing the Maintenance Services. Upon the occurrence of an Event of Default, TxDOT shall be entitled to withhold all or any portion of further payments to DB Contractor until such time as TxDOT is able to determine how much, if any, remains payable to DB Contractor and the amount payable by DB Contractor to TxDOT in connection with TxDOT’s damages and claims against DB Contractor-Related Entities or as otherwise required by the CMA Documents. Promptly upon such determination, TxDOT shall notify DB Contractor in writing of the amount, if any, that DB Contractor shall pay TxDOT, or TxDOT shall pay DB Contractor the applicable amount. All costs and charges incurred by TxDOT, including attorneys’, consultants’, accountants’ and expert witnesses’ fees and costs, together with the cost of completing the Maintenance Services under the CMA Documents, will be deducted from any moneys due or that may become due DB Contractor or its Surety. If such expense exceeds the sum that would have been payable to DB Contractor under this CMA, then DB Contractor and each Guarantor shall be liable and shall pay to TxDOT the amount of such excess. If DB Contractor or Guarantor fails to pay such amount immediately upon TxDOT’s demand, then TxDOT shall be entitled to collect interest from DB Contractor or Guarantor at the rate set forth in Section 18.12 on the amounts TxDOT is required to pay in excess of the remaining balance of the Maintenance Price for the applicable Maintenance Term. The interest rate shall accrue on all amounts TxDOT has had to pay in excess of the remaining balance of the Maintenance Price for the applicable Maintenance Term from the date of TxDOT payment. 12.3.3 DB Contractor acknowledges that if a DB Contractor Maintenance Default under Section 12.1.1(m) or (n) occurs, such default could impair or frustrate DB Contractor’s performance of the Maintenance Services. Accordingly, DB Contractor agrees that, upon the occurrence of any such default, TxDOT shall be entitled to request of DB Contractor or its successor-in-interest adequate assurance of future performance in accordance with the terms and conditions hereof. Failure to comply with such request within 10 Days of delivery of the request shall entitle TxDOT to terminate this CMA and to the accompanying rights set forth above. Pending receipt of adequate assurance of performance and actual performance in accordance therewith, TxDOT shall be entitled to proceed with the Maintenance Services with its own forces or with other contractors on a time-and-material or other appropriate basis, the cost of which will be credited against and deducted from TxDOT’s payment obligations hereunder. The foregoing shall be in addition to all other rights and remedies provided by law or equity and such rights and remedies as are otherwise available under the CMA Documents, including the Maintenance Performance Bond, any letter of credit and any Guaranty. 12.3.4 In lieu of the provisions of this Section 12.3 for terminating this CMA for default and completing the Maintenance Services, TxDOT may, in its discretion, pay DB Contractor for the parts already done according to the provisions of the CMA Documents and may treat the parts remaining undone as if they had never been included or contemplated by this CMA. No Claim under this Section 12.3.4 will be allowed for prospective profits on, or any other compensation relating to, Maintenance Services uncompleted by DB Contractor. 12.3.5 If this CMA is terminated for grounds that are later determined not to justify a termination for default, such termination shall be deemed to constitute a termination for convenience pursuant to Section 14. 12.3.6 The exercise or beginning of the exercise by TxDOT of any one or more rights or remedies under this Section 12.3 shall not preclude the simultaneous or later exercise by TxDOT of any or all other such rights or remedies, each of which shall be cumulative. 12.3.7 If TxDOT suffers damages as a result of any DB Contractor-Related Entity’s breach, omission or failure to perform an obligation under the CMA Documents, then, subject to the limitation on liability contained in Sections 12.6 and 12.7, TxDOT shall be entitled to recovery of such damages from DB Contractor regardless of whether the breach, omission or failure that gives rise to the damages is declared an Event of Default. 12.3.8 DB Contractor and each Surety and Guarantor shall not be relieved of liability for continuing application of Liquidated Damages or other similar fees hereunder (including Key Personnel Unavailability Fees) on account of a breach or default by DB Contractor hereunder or by TxDOT’s declaration of an Event of Default, or by actions taken by TxDOT under this Section 12.3. 12.3.9 TxDOT’s remedies with respect to Nonconforming Work shall include the right to allow such work to remain uncorrected and receive payment as provided in Section 5.9.2 in lieu of the remedies specified in this Section 12.;

TxDOT Remedies. 12.3.1 If any DB Maintenance Contractor Maintenance Default described in Section 12.1 is not subject to cure or is not cured within the period (if any) specified in Section 12.2, TxDOT may declare that an “Event of Default” has occurred and notify Maintenance Contractor to discontinue the Maintenance Services. The declaration of an Event of Default shall be in writing and given to Maintenance Contractor, with a copy to Surety. In addition to all other rights and remedies provided by Law or equity and such rights and remedies as are otherwise available under the COMA Documents, including the Maintenance Performance Bond, any letter of credit, and Guaranty, if an Event of Default shall occur, TxDOT shall have the circumstances described in Sectionfollowing rights without further notice and without waiving or releasing Maintenance Contractor from any obligations and Maintenance Contractor shall have the following obligations (as applicable): (a) TxDOT may terminate this CMA Comprehensive Maintenance Agreement or a portion thereof, including DB Maintenance Contractor’s rights of entry upon, possession and control of the Project, in which case case, the provisions of Section 14.3 Sections 14.3(b) and 14.3(c) shall apply. (b) If and as directed by TxDOT, DB Maintenance Contractor shall withdraw from the Site and shall remove such materials, equipment, tools and instruments used by, and any debris or waste materials generated by, any DB Maintenance Contractor-Related Entity on the Site or otherwise in the performance of the Maintenance Services. (c) DB Maintenance Contractor shall deliver to TxDOT possession of any or all design or construction documents and all other completed or partially completed drawings (including plans, elevations, sections, details and diagrams), specifications, records, information, schedules, samples, shop drawings, drawings and other documents and facilities related to the Project that TxDOT deems necessary in connection with Maintenance Services. (d) DB Maintenance Contractor shall assign to TxDOT the Subcontracts requested by TxDOT, TxDOT and DB Maintenance Contractor shall terminate, at its sole cost, all other Subcontracts. (e) TxDOT, in its sole discretion, may deduct from any amounts payable by TxDOT to DB Maintenance Contractor such amounts (including interest thereon as permitted under this CMAComprehensive Maintenance Agreement) payable by DB Maintenance Contractor to TxDOT, including reimbursements owing, Liquidated Damages owing under Section 12.4, Key Personnel Unavailability Fees owing under Section 5.4.8, liquidated damages and amounts TxDOT deems advisable to cover any existing or threatened claims, Liens and stop notices of Subcontractors, laborers or other Persons, amounts of any Losses that have accrued, the cost to complete or remediate uncompleted Maintenance Services or Nonconforming Work, Work or other damages or amounts that TxDOT has determined are or may be payable to TxDOT under the CMA COMA Documents. (f) TxDOT shall have the right, but not the obligation, to pay any amount or and/or perform any act as may then be required from DB Maintenance Contractor under the CMA COMA Documents or Subcontracts. (g) TxDOT may appropriate any or all materials, supplies and equipment on the Site as may be suitable and acceptable and may direct the Surety (other than in the Event of Default under Section 12.1(e)) to complete this CMA Comprehensive Maintenance Agreement or may enter into an agreement for the completion of this CMA Comprehensive Maintenance Agreement according to the terms and provisions hereof with another contractor or the Surety, or use such other methods as may be required for the completion of the Maintenance Services and the requirements of the CMA COMA Documents, including completion of the Maintenance Services by TxDOT. (h) If TxDOT exercises any right to perform any obligations of DB Maintenance Contractor, in the exercise of such right, right TxDOT may, but is not obligated to, among other things things: (i) perform or attempt to perform, or cause to be performed, such Maintenance Services, ; (ii) spend such sums as TxDOT deems necessary and reasonable to employ and pay such architects, engineers, consultants and contractors and obtain materials and equipment as may be required for the purpose of completing such Maintenance Services, ; (iii) execute all applications, certificates and other documents as may be required for completing the Maintenance Services, (iv) modify or terminate any contractual arrangements, (v) take any and all other actions that it may consider necessary, in its discretion, to complete the Maintenance Services, and (vi) prosecute and defend any action or proceeding incident to the Maintenance Services. 12.3.2 If an Event of Default occurs, DB Contractor and each Guarantor shall be jointly and severally liable to TxDOT for all costs incurred by TxDOT or any Person acting on TxDOT’s behalf in completing the Maintenance Services. Upon the occurrence of an Event of Default, TxDOT shall be entitled to withhold all or any portion of further payments to DB Contractor until such time as TxDOT is able to determine how much, if any, remains payable to DB Contractor and the amount payable by DB Contractor to TxDOT in connection with TxDOT’s damages and claims against DB Contractor-Related Entities or as otherwise required by the CMA Documents. Promptly upon such determination, TxDOT shall notify DB Contractor in writing of the amount, if any, that DB Contractor shall pay TxDOT, or TxDOT shall pay DB Contractor the applicable amount. All costs and charges incurred by TxDOT, including attorneys’, consultants’, accountants’ and expert witnesses’ fees and costs, together with the cost of completing the Maintenance Services under the CMA Documents, will be deducted from any moneys due or that may become due DB Contractor or its Surety. If such expense exceeds the sum that would have been payable to DB Contractor under this CMA, then DB Contractor and each Guarantor shall be liable and shall pay to TxDOT the amount of such excess. If DB Contractor or Guarantor fails to pay such amount immediately upon TxDOT’s demand, then TxDOT shall be entitled to collect interest from DB Contractor or Guarantor at the rate set forth in Section 18.12 on the amounts TxDOT is required to pay in excess of the remaining balance of the Maintenance Price for the applicable Maintenance Term. The interest rate shall accrue on all amounts TxDOT has had to pay in excess of the remaining balance of the Maintenance Price for the applicable Maintenance Term from the date of TxDOT payment. 12.3.3 DB Contractor acknowledges that if a DB Contractor Maintenance Default under Section 12.1.1(m) or (n) occurs, such default could impair or frustrate DB Contractor’s performance of the Maintenance Services. Accordingly, DB Contractor agrees that, upon the occurrence of any such default, TxDOT shall be entitled to request of DB Contractor or its successor-in-interest adequate assurance of future performance in accordance with the terms and conditions hereof. Failure to comply with such request within 10 Days of delivery of the request shall entitle TxDOT to terminate this CMA and to the accompanying rights set forth above. Pending receipt of adequate assurance of performance and actual performance in accordance therewith, TxDOT shall be entitled to proceed with the Maintenance Services with its own forces or with other contractors on a time-and-material or other appropriate basis, the cost of which will be credited against and deducted from TxDOT’s payment obligations hereunder. The foregoing shall be in addition to all other rights and remedies provided by law or equity and such rights and remedies as are otherwise available under the CMA Documents, including the Maintenance Performance Bond, any letter of credit and any Guaranty. 12.3.4 In lieu of the provisions of this Section 12.3 for terminating this CMA for default and completing the Maintenance Services, TxDOT may, in its discretion, pay DB Contractor for the parts already done according to the provisions of the CMA Documents and may treat the parts remaining undone as if they had never been included or contemplated by this CMA. No Claim under this Section 12.3.4 will be allowed for prospective profits on, or any other compensation relating to, Maintenance Services uncompleted by DB Contractor. 12.3.5 If this CMA is terminated for grounds that are later determined not to justify a termination for default, such termination shall be deemed to constitute a termination for convenience pursuant to Section 14. 12.3.6 The exercise or beginning of the exercise by TxDOT of any one or more rights or remedies under this Section 12.3 shall not preclude the simultaneous or later exercise by TxDOT of any or all other such rights or remedies, each of which shall be cumulative. 12.3.7 If TxDOT suffers damages as a result of any DB Contractor-Related Entity’s breach, omission or failure to perform an obligation under the CMA Documents, then, subject to the limitation on liability contained in Sections 12.6 and 12.7, TxDOT shall be entitled to recovery of such damages from DB Contractor regardless of whether the breach, omission or failure that gives rise to the damages is declared an Event of Default. 12.3.8 DB Contractor and each Surety and Guarantor shall not be relieved of liability for continuing application of Liquidated Damages or other similar fees hereunder (including Key Personnel Unavailability Fees) on account of a breach or default by DB Contractor hereunder or by TxDOT’s declaration of an Event of Default, or by actions taken by TxDOT under this Section 12.3. 12.3.9 TxDOT’s remedies with respect to Nonconforming Work shall include the right to allow such work to remain uncorrected and receive payment as provided in Section 5.9.2 in lieu of the remedies specified in this Section 12.;

TxDOT Remedies. 12.3.1 If any DB Contractor Maintenance Default described in Section 12.1 is not subject to cure or is not cured within the period (if any) specified in Section 12.2, or if the circumstances described in SectionSection 12.3.11.4 exist, TxDOT may declare that an “Event of Default” has occurred and notify DB Contractor to discontinue the Maintenance Services. The declaration of an Event of Default shall be in writing and given to DB Contractor, with a copy to Surety and any Guarantor. In addition to all other rights and remedies provided by Law or equity and such rights and remedies as are otherwise available under the COMA Documents, including the Maintenance Performance Bond, any letter of credit, and Guaranty, if an Event of Default shall occur, TxDOT shall have the following rights without further notice and without waiving or releasing DB Contractor from any obligations and DB Contractor shall have the following obligations (as applicable): (a) TxDOT may terminate this CMA Comprehensive Maintenance Agreement or a portion thereof, including DB Contractor’s rights of entry upon, possession and control of the Project, in which case case, the provisions of Section Sections 14.3 shall apply. (b) If and as directed by TxDOT, DB Contractor shall withdraw from the Site and shall remove such materials, equipment, tools and instruments used by, and any debris or waste materials generated by, any DB Contractor-Related Entity on the Site or otherwise in the performance of the Maintenance Services. (c) DB Contractor shall deliver to TxDOT possession of any or all design or construction documents and all other completed or partially completed drawings (including plans, elevations, sections, details and diagrams), specifications, records, information, schedules, samples, shop drawings, drawings and other documents and facilities related to the Project that TxDOT deems necessary in connection with Maintenance Services. (d) DB Contractor shall assign to TxDOT the Subcontracts requested by TxDOT, TxDOT and DB Contractor shall terminate, at its sole cost, all other Subcontracts. (e) TxDOT, in its sole discretion, may deduct from any amounts payable by TxDOT to DB Contractor such amounts (including interest thereon as permitted under this CMAComprehensive Maintenance Agreement) payable by DB Contractor to TxDOT, including reimbursements owing, Liquidated Damages damages owing under Section 12.4, Key Personnel Unavailability Fees owing under Section 5.4.7 or 5.4.8, Lane Rental Charges, Noncompliance Charges and amounts TxDOT deems advisable to cover any existing or threatened claims, Liens and stop notices of Subcontractors, laborers or other Persons, amounts of any Losses that have accrued, the cost to complete or remediate uncompleted Maintenance Services or Nonconforming Work, Work or other damages or amounts that TxDOT has determined are or may be payable to TxDOT under the CMA COMA Documents. (f) TxDOT shall have the right, but not the obligation, to pay any amount or and/or perform any act as may then be required from DB Contractor under the CMA COMA Documents or Subcontracts. (g) TxDOT may appropriate any or all materials, supplies and equipment on the Site as may be suitable and acceptable and may direct the Surety (other than in the Event of Default under Section 12.1(e)) to complete this CMA Comprehensive Maintenance Agreement or may enter into an agreement for the completion of this CMA Comprehensive Maintenance Agreement according to the terms and provisions hereof with another contractor or the Surety, or use such other methods as may be required for the completion of the Maintenance Services and the requirements of the CMA COMA Documents, including completion of the Maintenance Services by TxDOT. (h) If TxDOT exercises any right to perform any obligations of DB Contractor, in the exercise of such right, right TxDOT may, but is not obligated to, among other things things: (i) perform or attempt to perform, or cause to be performed, such Maintenance Services, ; (ii) spend such sums as TxDOT deems necessary and reasonable to employ and pay such architects, engineers, consultants and contractors and obtain materials and equipment as may be required for the purpose of completing such Maintenance Services, ; (iii) execute all applications, certificates and other documents as may be required for completing the Maintenance Services, ; (iv) modify or terminate any contractual arrangements, ; (v) take any and all other actions that which it may consider necessary, in its discretion, sole discretion consider necessary to complete the Maintenance Services, ; and (vi) prosecute and defend any action or proceeding incident to the Maintenance Services. 12.3.2 If an Event of Default occurs, DB Contractor and each Guarantor shall be jointly and severally liable to TxDOT for all costs incurred by TxDOT or any Person acting on TxDOT’s behalf in completing the Maintenance Services. Upon the occurrence of an Event of Default, TxDOT shall be entitled to withhold all or any portion of further payments to DB Contractor until such time as TxDOT is able to determine how much, if any, remains payable to DB Contractor and the amount payable by DB Contractor to TxDOT in connection with TxDOT’s damages and claims against DB Contractor-Related Entities or as otherwise required by the CMA COMA Documents. Promptly upon such determination, TxDOT shall notify DB Contractor in writing of the amount, if any, that DB Contractor shall pay TxDOT, or TxDOT shall pay DB Contractor the applicable amount. All costs and charges incurred by TxDOT, including attorneys’, consultants’, accountants’ ' and expert witnesses’ witness fees and costs, together with the cost of completing the Maintenance Services under the CMA COMA Documents, will be deducted from any moneys due or that which may become due DB Contractor or its Surety. If such expense exceeds the sum that which would have been payable to DB Contractor under this CMAComprehensive Maintenance Agreement, then DB Contractor and each Guarantor shall be liable and shall pay to TxDOT the amount of such excess. If the DB Contractor or Guarantor fails to pay such amount immediately upon TxDOT’s 's demand, then TxDOT shall be entitled to collect interest from the DB Contractor or Guarantor at the rate set forth in Section 18.12 on the amounts TxDOT is required to pay in excess of the remaining balance of the Maintenance Price for the applicable Maintenance Term. The interest rate shall accrue on all amounts TxDOT has had to pay in excess of the remaining balance of the Maintenance Price for the applicable Maintenance Term from the date of TxDOT payment. 12.3.3 DB Contractor acknowledges that if a DB Contractor Maintenance Default under Section 12.1.1(m) or (n) occurs, such default could impair or frustrate DB Contractor’s performance of the Maintenance Services. Accordingly, DB Contractor agrees that, that upon the occurrence of any such default, TxDOT shall be entitled to request of DB Contractor Contractor, or its successor-in-interest successor in interest, adequate assurance of future performance in accordance with the terms and conditions hereof. Failure to comply with such request within 10 Days ten days of delivery of the request shall entitle TxDOT to terminate this CMA Comprehensive Maintenance Agreement and to the accompanying rights set forth above. Pending receipt of adequate assurance of performance and actual performance in accordance therewith, TxDOT shall be entitled to proceed with the Maintenance Services with its own forces or with other contractors on a time-and-time and material or other appropriate basis, the cost of which will be credited against and deducted from TxDOT’s 's payment obligations hereunder. The foregoing shall be in addition to all other rights and remedies provided by law or equity and such rights and remedies as are otherwise available under the CMA COMA Documents, including the Maintenance Performance Bond, any letter of credit and any Guaranty. 12.3.4 In lieu of the provisions of this Section 12.3 for terminating this CMA Comprehensive Maintenance Agreement for default and completing the Maintenance Services, TxDOT may, in its sole discretion, pay DB Contractor for the parts already done according to the provisions of the CMA COMA Documents and may treat the parts remaining undone as if they had never been included or contemplated by this CMAComprehensive Maintenance Agreement. No Claim under this Section 12.3.4 will be allowed for prospective profits on, or any other compensation relating to, Maintenance Services uncompleted by DB Contractor. 12.3.5 If this CMA Comprehensive Maintenance Agreement is terminated for grounds that which are later determined not to justify a termination for default, such termination shall be deemed to constitute a termination for convenience pursuant to Section 14. 12.3.6 The exercise or beginning of the exercise by TxDOT of any one or more rights or remedies under this Section 12.3 shall not preclude the simultaneous or later exercise by TxDOT of any or all other such rights or remedies, each of which shall be cumulative. 12.3.7 If TxDOT suffers damages as a result of any DB Contractor-Related Entity’s breach, omission or failure to perform an obligation under the CMA COMA Documents, then, subject to the limitation on liability contained in Sections 12.6 12.7 and 12.712.8, TxDOT shall be entitled to recovery of such damages from DB Contractor regardless of whether the breach, omission or failure that gives rise to the damages is declared an Event of Default. 12.3.8 DB Contractor and each Surety and Guarantor shall not be relieved of liability for continuing application of Liquidated Damages or other similar fees hereunder (including Key Personnel Unavailability Fees) Lane Rental Charges for Lane Closures on account of a breach or default by DB Contractor hereunder or by TxDOT’s declaration of an Event of Default, or by actions taken by TxDOT under this Section 12.3. 12.3.9 TxDOT’s remedies with respect to Nonconforming Work shall include the right to allow such work to remain uncorrected and receive payment as provided in Section 5.9.2 in lieu of the remedies specified in this Section 12.

TxDOT Remedies. 12.3.1 If any DB Maintenance Contractor Maintenance Default described in Section 12.1 is not subject to cure or is not cured within the period (if any) specified in Section 12.2, TxDOT may declare that an “Event of Default” has occurred and notify Maintenance Contractor to discontinue the Maintenance Services. The declaration of an Event of Default shall be in writing and given to Maintenance Contractor, with a copy to Surety. In addition to all other rights and remedies provided by Law or equity and such rights and remedies as are otherwise available under the CMA Documents, including the Maintenance Performance Bond, any letter of credit, and Guaranty, if an Event of Default shall occur, TxDOT shall have the circumstances described in Sectionfollowing rights without further notice and without waiving or releasing Maintenance Contractor from any obligations and Maintenance Contractor shall have the following obligations (as applicable): (a) TxDOT may terminate this CMA Capital Maintenance Agreement or a portion thereof, including DB Maintenance Contractor’s rights of entry upon, possession and control of the Project, in which case case, the provisions of Section 14.3 Sections 14.3(b) and 14.3(c) shall apply. (b) If and as directed by TxDOTXxXXX, DB Maintenance Contractor shall withdraw from the Site and shall remove such materials, equipment, tools and instruments used by, and any debris or waste materials generated by, any DB Maintenance Contractor-Related Entity on the Site or otherwise in the performance of the Maintenance Services. (c) DB Maintenance Contractor shall deliver to TxDOT possession of any or all design or construction documents and all other completed or partially completed drawings (including plans, elevations, sections, details and diagrams), specifications, records, information, schedules, samples, shop drawings, drawings and other documents and facilities related to the Project that TxDOT deems necessary in connection with Maintenance Services. (d) DB Maintenance Contractor shall assign to TxDOT the Subcontracts requested by TxDOT, TxDOT and DB Maintenance Contractor shall terminate, at its sole cost, all other Subcontracts. (e) TxDOT, in its sole discretion, may deduct from any amounts payable by TxDOT to DB Maintenance Contractor such amounts (including interest thereon as permitted under this CMACapital Maintenance Agreement) payable by DB Maintenance Contractor to TxDOT, including reimbursements owing, Liquidated Damages owing under Section 12.4, Key Personnel Unavailability Fees owing under Section 5.4.8, liquidated damages and amounts TxDOT deems advisable to cover any existing or threatened claims, Liens and stop notices of Subcontractors, laborers or other Persons, amounts of any Losses that have accrued, the cost to complete or remediate uncompleted Maintenance Services or Nonconforming Work, Work or other damages or amounts that TxDOT has determined are or may be payable to TxDOT under the CMA Documents. (f) TxDOT shall have the right, but not the obligation, to pay any amount or and/or perform any act as may then be required from DB Maintenance Contractor under the CMA Documents or Subcontracts. (g) TxDOT may appropriate any or all materials, supplies and equipment on the Site as may be suitable and acceptable and may direct the Surety (other than in the Event of Default under Section 12.1(e)) to complete this CMA Capital Maintenance Agreement or may enter into an agreement for the completion of this CMA Capital Maintenance Agreement according to the terms and provisions hereof with another contractor or the Surety, or use such other methods as may be required for the completion of the Maintenance Services and the requirements of the CMA Documents, including completion of the Maintenance Services by TxDOT. (h) If TxDOT exercises any right to perform any obligations of DB Maintenance Contractor, in the exercise of such right, right TxDOT may, but is not obligated to, among other things things: (i) perform or attempt to perform, or cause to be performed, such Maintenance Services, ; (ii) spend such sums as TxDOT deems necessary and reasonable to employ and pay such architects, engineers, consultants and contractors and obtain materials and equipment as may be required for the purpose of completing such Maintenance Services, ; (iii) execute all applications, certificates and other documents as may be required for completing the Maintenance Services, (iv) modify or terminate any contractual arrangements, (v) take any and all other actions that it may consider necessary, in its discretion, to complete the Maintenance Services, and (vi) prosecute and defend any action or proceeding incident to the Maintenance Services. 12.3.2 If an Event of Default occurs, DB Contractor and each Guarantor shall be jointly and severally liable to TxDOT for all costs incurred by TxDOT or any Person acting on TxDOT’s behalf in completing the Maintenance Services. Upon the occurrence of an Event of Default, TxDOT shall be entitled to withhold all or any portion of further payments to DB Contractor until such time as TxDOT is able to determine how much, if any, remains payable to DB Contractor and the amount payable by DB Contractor to TxDOT in connection with TxDOT’s damages and claims against DB Contractor-Related Entities or as otherwise required by the CMA Documents. Promptly upon such determination, TxDOT shall notify DB Contractor in writing of the amount, if any, that DB Contractor shall pay TxDOT, or TxDOT shall pay DB Contractor the applicable amount. All costs and charges incurred by TxDOT, including attorneys’, consultants’, accountants’ and expert witnesses’ fees and costs, together with the cost of completing the Maintenance Services under the CMA Documents, will be deducted from any moneys due or that may become due DB Contractor or its Surety. If such expense exceeds the sum that would have been payable to DB Contractor under this CMA, then DB Contractor and each Guarantor shall be liable and shall pay to TxDOT the amount of such excess. If DB Contractor or Guarantor fails to pay such amount immediately upon TxDOT’s demand, then TxDOT shall be entitled to collect interest from DB Contractor or Guarantor at the rate set forth in Section 18.12 on the amounts TxDOT is required to pay in excess of the remaining balance of the Maintenance Price for the applicable Maintenance Term. The interest rate shall accrue on all amounts TxDOT has had to pay in excess of the remaining balance of the Maintenance Price for the applicable Maintenance Term from the date of TxDOT payment. 12.3.3 DB Contractor acknowledges that if a DB Contractor Maintenance Default under Section 12.1.1(m) or (n) occurs, such default could impair or frustrate DB Contractor’s performance of the Maintenance Services. Accordingly, DB Contractor agrees that, upon the occurrence of any such default, TxDOT shall be entitled to request of DB Contractor or its successor-in-interest adequate assurance of future performance in accordance with the terms and conditions hereof. Failure to comply with such request within 10 Days of delivery of the request shall entitle TxDOT to terminate this CMA and to the accompanying rights set forth above. Pending receipt of adequate assurance of performance and actual performance in accordance therewith, TxDOT shall be entitled to proceed with the Maintenance Services with its own forces or with other contractors on a time-and-material or other appropriate basis, the cost of which will be credited against and deducted from TxDOT’s payment obligations hereunder. The foregoing shall be in addition to all other rights and remedies provided by law or equity and such rights and remedies as are otherwise available under the CMA Documents, including the Maintenance Performance Bond, any letter of credit and any Guaranty. 12.3.4 In lieu of the provisions of this Section 12.3 for terminating this CMA for default and completing the Maintenance Services, TxDOT may, in its discretion, pay DB Contractor for the parts already done according to the provisions of the CMA Documents and may treat the parts remaining undone as if they had never been included or contemplated by this CMA. No Claim under this Section 12.3.4 will be allowed for prospective profits on, or any other compensation relating to, Maintenance Services uncompleted by DB Contractor. 12.3.5 If this CMA is terminated for grounds that are later determined not to justify a termination for default, such termination shall be deemed to constitute a termination for convenience pursuant to Section 14. 12.3.6 The exercise or beginning of the exercise by TxDOT of any one or more rights or remedies under this Section 12.3 shall not preclude the simultaneous or later exercise by TxDOT of any or all other such rights or remedies, each of which shall be cumulative. 12.3.7 If TxDOT suffers damages as a result of any DB Contractor-Related Entity’s breach, omission or failure to perform an obligation under the CMA Documents, then, subject to the limitation on liability contained in Sections 12.6 and 12.7, TxDOT shall be entitled to recovery of such damages from DB Contractor regardless of whether the breach, omission or failure that gives rise to the damages is declared an Event of Default. 12.3.8 DB Contractor and each Surety and Guarantor shall not be relieved of liability for continuing application of Liquidated Damages or other similar fees hereunder (including Key Personnel Unavailability Fees) on account of a breach or default by DB Contractor hereunder or by TxDOT’s declaration of an Event of Default, or by actions taken by TxDOT under this Section 12.3. 12.3.9 TxDOT’s remedies with respect to Nonconforming Work shall include the right to allow such work to remain uncorrected and receive payment as provided in Section 5.9.2 in lieu of the remedies specified in this Section 12.;

TxDOT Remedies. 12.3.1 If any DB Maintenance Contractor Maintenance Default described in Section 12.1 is not subject to cure or is not cured within the period (if any) specified in Section 12.2, TxDOT may declare that an “Event of Default” has occurred and notify Maintenance Contractor Texas Department of Transportation Execution Version Horseshoe Project 81 Capital Maintenance Agreement to discontinue the Maintenance Services. The declaration of an Event of Default shall be in writing and given to Maintenance Contractor, with a copy to Surety. In addition to all other rights and remedies provided by Law or equity and such rights and remedies as are otherwise available under the CMA Documents, including the Maintenance Performance Bond, any letter of credit and Guaranty, if an Event of Default shall occur, TxDOT shall have the circumstances described in Sectionfollowing rights without further notice and without waiving or releasing Maintenance Contractor from any obligations and Maintenance Contractor shall have the following obligations (as applicable): (a) TxDOT may terminate this CMA Capital Maintenance Agreement or a portion thereof, including DB Maintenance Contractor’s rights of entry upon, possession and control of the Project, in which case case, the provisions of Section 14.3 Sections 14.3(b) and 14.3(c) shall apply. (b) If and as directed by TxDOT, DB Maintenance Contractor shall withdraw from the Site and shall remove such materials, equipment, tools and instruments used by, and any debris or waste materials generated by, any DB Maintenance Contractor-Related Entity on the Site or otherwise in the performance of the Maintenance Services. (c) DB Maintenance Contractor shall deliver to TxDOT possession of any or all design Design Documents or construction documents Construction Documents and all other completed or partially completed drawings (including plans, elevations, sections, details and diagrams), specifications, records, information, schedules, samples, shop drawings, drawings and other documents and facilities related to the Project that TxDOT deems necessary in connection with Maintenance Services. (d) DB Maintenance Contractor shall assign to TxDOT the Subcontracts requested by TxDOT, TxDOT and DB Maintenance Contractor shall terminate, at its sole cost, all other Subcontracts. (e) TxDOT, in its sole discretion, may deduct from any amounts payable by TxDOT to DB Maintenance Contractor such amounts (including interest thereon as permitted under this CMACapital Maintenance Agreement) payable by DB Maintenance Contractor to TxDOT, including reimbursements owing, Liquidated Damages owing under Section 12.4, Key Personnel Unavailability Fees owing under Section 5.4.8, and amounts TxDOT deems advisable to cover any existing or threatened claims, Liens and stop notices of Subcontractors, laborers or other Persons, amounts of any Losses that have accrued, the cost to complete or remediate uncompleted Maintenance Services or Nonconforming Work, Work or other damages or amounts that TxDOT has determined are or may be payable to TxDOT under the CMA Documents. (f) TxDOT shall have the right, but not the obligation, to pay any amount or and/or perform any act as may then be required from DB Texas Department of Transportation Execution Version Horseshoe Project 82 Capital Maintenance Agreement Maintenance Contractor under the CMA Documents or Subcontracts. (g) TxDOT may appropriate any or all materials, supplies and equipment on the Site as may be suitable and acceptable and may direct the Surety (other than in the Event of Default under Section 12.1(e)) to complete this CMA Capital Maintenance Agreement or may enter into an agreement for the completion of this CMA Capital Maintenance Agreement according to the terms and provisions hereof with another contractor or the Surety, or use such other methods as may be required for the completion of the Maintenance Services and the requirements of the CMA Documents, including completion of the Maintenance Services by TxDOT. (h) If TxDOT exercises any right to perform any obligations of DB Maintenance Contractor, in the exercise of such right, right TxDOT may, but is not obligated to, among other things things: (i) perform or attempt to perform, or cause to be performed, such Maintenance Services, ; (ii) spend such sums as TxDOT deems necessary and reasonable to employ and pay such architects, engineers, consultants and contractors and obtain materials and equipment as may be required for the purpose of completing such Maintenance Services, ; (iii) execute all applications, certificates and other documents as may be required for completing the Maintenance Services, ; (iv) modify or terminate any contractual arrangements, ; (v) take any and all other actions that which it may consider necessary, in its discretion, sole discretion consider necessary to complete the Maintenance Services, ; and (vi) prosecute and defend any action or proceeding incident to the Maintenance Services. 12.3.2 If an Event of Default occurs, DB Maintenance Contractor and each Guarantor shall be jointly and severally liable to TxDOT for all costs incurred by TxDOT or any Person acting on TxDOT’s behalf in completing the Maintenance Services. Upon the occurrence of an Event of Default, TxDOT shall be entitled to withhold all or any portion of further payments to DB Maintenance Contractor until such time as TxDOT is able to determine how much, if any, remains payable to DB Maintenance Contractor and the amount payable by DB Maintenance Contractor to TxDOT in connection with TxDOT’s damages and claims against DB Maintenance Contractor-Related Entities or as otherwise required by the CMA Documents. Promptly upon such determination, TxDOT shall notify DB Maintenance Contractor in writing of the amount, if any, that DB Maintenance Contractor shall pay TxDOT, or TxDOT shall pay DB Maintenance Contractor the applicable amount. All costs and charges incurred by TxDOT, including attorneys’, consultants’, accountants’ ' and expert witnesses’ witness fees and costs, together with the cost of completing the Maintenance Services under the CMA Documents, will be deducted from any moneys due or that which may become due DB Maintenance Contractor or its Surety. If such expense exceeds the sum that which would have been payable to DB Maintenance Contractor under this CMACapital Maintenance Agreement, then DB Maintenance Contractor and each Guarantor shall be liable and shall pay to TxDOT the amount of such excess. If DB the Maintenance Texas Department of Transportation Execution Version Horseshoe Project 83 Capital Maintenance Agreement Contractor or Guarantor fails to pay such amount immediately upon TxDOT’s 's demand, then TxDOT shall be entitled to collect interest from DB the Maintenance Contractor or Guarantor at the rate set forth in Section 18.12 on the amounts TxDOT is required to pay in excess of the remaining balance of the Maintenance Price for the applicable Maintenance Term. The interest rate which the Maintenance Contractor, Surety and each Guarantor shall pay shall be the lesser of: (a) 12% per annum; and (b) the maximum rate allowable under applicable Law. The interest rate shall accrue on all amounts TxDOT has had to pay in excess of the remaining balance of the Maintenance Price for the applicable Maintenance Term from the date of TxDOT payment. 12.3.3 DB Maintenance Contractor acknowledges that if a DB Maintenance Contractor Maintenance Default under Section 12.1.1(m) or (n) occurs, such default could impair or frustrate DB Maintenance Contractor’s performance of the Maintenance Services. Accordingly, DB Maintenance Contractor agrees that, that upon the occurrence of any such default, TxDOT shall be entitled to request of DB Contractor Maintenance Contractor, or its successor-in-interest successor in interest, adequate assurance of future performance in accordance with the terms and conditions hereof. Failure to comply with such request within 10 Days ten days of delivery of the request shall entitle TxDOT to terminate this CMA Capital Maintenance Agreement and to the accompanying rights set forth above. Pending receipt of adequate assurance of performance and actual performance in accordance therewith, TxDOT shall be entitled to proceed with the Maintenance Services with its own forces or with other contractors on a time-and-time and material or other appropriate basis, the cost of which will be credited against and deducted from TxDOT’s 's payment obligations hereunder. The foregoing shall be in addition to all other rights and remedies provided by law or equity and such rights and remedies as are otherwise available under the CMA Documents, including the Maintenance Performance Bond, Bond any letter of credit and any Guaranty. 12.3.4 In lieu of the provisions of this Section 12.3 for terminating this CMA Capital Maintenance Agreement for default and completing the Maintenance Services, TxDOT may, in its sole discretion, pay DB Maintenance Contractor for the parts already done according to the provisions of the CMA Documents and may treat the parts remaining undone as if they had never been included or contemplated by this CMACapital Maintenance Agreement. No Claim under this Section 12.3.4 will be allowed for prospective profits on, or any other compensation relating to, Maintenance Services uncompleted by DB Maintenance Contractor. 12.3.5 If this CMA Capital Maintenance Agreement is terminated for grounds that which are later determined not to justify a termination for default, such termination shall be deemed to constitute a termination for convenience pursuant to Section 14. 12.3.6 The exercise or beginning of the exercise by TxDOT of any one or more rights or remedies under this Section 12.3 shall not preclude the simultaneous or later exercise by TxDOT of any or all other such rights or remedies, each of which shall be cumulative. 12.3.7 If TxDOT suffers damages as a result of any DB Contractor-Maintenance Contractor- Related Entity’s breach, omission or failure to perform an obligation under the CMA Documents, then, subject to the limitation on liability contained in Sections 12.6 and 12.7Xxxxxxx 00.0, TxDOT XxXXX Xxxxx Department of Transportation Execution Version Horseshoe Project 84 Capital Maintenance Agreement shall be entitled to recovery of such damages from DB Maintenance Contractor regardless of whether the breach, omission or failure that gives rise to the damages is declared an Event of Default. 12.3.8 DB Maintenance Contractor and each Surety and Guarantor shall not be relieved of liability for continuing application of Liquidated Damages or other similar fees hereunder (including Key Personnel Unavailability Fees) on account of a breach or default by DB Maintenance Contractor hereunder or by TxDOT’s declaration of an Event of Default, or by actions taken by TxDOT under this Section 12.3. 12.3.9 TxDOT’s remedies with respect to Nonconforming Work shall include the right to allow such work to remain uncorrected and receive payment as provided in Section 5.9.2 in lieu of the remedies specified in this Section 12.

TxDOT Remedies. 12.3.1 If any DB Maintenance Contractor Maintenance Default described in Section 12.1 is not subject to cure or is not cured within the period (if any) specified in Section 12.2, TxDOT may declare that an “Event of Default” has occurred and notify Maintenance Contractor to discontinue the Maintenance Services. The declaration of an Event of Default shall be in writing and given to Maintenance Contractor, with a copy to Surety. In addition to all other rights and remedies provided by Law or equity and such rights and remedies as are otherwise available under the CMA Documents, including the Maintenance Performance Bond, letter of credit, and Guaranty, if an Event of Default shall occur, TxDOT shall have the circumstances described in Sectionfollowing rights without further notice and without waiving or releasing Maintenance Contractor from any obligations and Maintenance Contractor shall have the following obligations (as applicable): (a) TxDOT may terminate this CMA or a portion thereofthereof for default, including DB Maintenance Contractor’s rights of entry upon, possession and control of the Project, in which case case, the provisions of Section 14.3 Sections 14.3(b) and 14.3(c) shall apply. (b) If and as directed by TxDOTXxXXX, DB Maintenance Contractor shall withdraw from the Site and shall remove such materials, equipment, tools and instruments used by, and any debris or waste materials generated by, any DB Maintenance Contractor-Related Entity on the Site or otherwise in the performance of the Maintenance Services. (c) DB Maintenance Contractor shall deliver to TxDOT possession of any or all design or construction documents and all other completed or partially completed drawings (including plans, elevations, sections, details and diagrams), specifications, records, information, schedules, samples, shop drawings, drawings and other documents and facilities related to the Project that TxDOT deems necessary in connection with Maintenance Services. (d) DB Maintenance Contractor shall assign to TxDOT the Subcontracts requested by TxDOT, TxDOT and DB Maintenance Contractor shall terminate, at its sole cost, all other Subcontracts. (e) TxDOT, in its sole discretion, may deduct from any amounts payable by TxDOT to DB Maintenance Contractor such amounts (including interest thereon as permitted under this CMA) payable by DB Maintenance Contractor to TxDOT, including reimbursements owing, Liquidated Damages owing under Section 12.4, Key Personnel Unavailability Fees owing under Section 5.4.8, liquidated damages and amounts TxDOT deems advisable to cover any existing or threatened claimsClaims, Liens and stop notices of Subcontractors, laborers or other Persons, amounts of any Losses that have accrued, the cost to complete or remediate uncompleted Maintenance Services or Nonconforming Work, Work or other damages or amounts that TxDOT has determined are or may be payable to TxDOT under the CMA Documents. (f) TxDOT shall have the right, but not the obligation, to pay any amount or and/or perform any act as may then be required from DB Maintenance Contractor under the CMA Documents or Subcontracts. (g) TxDOT may appropriate any or all materials, supplies and equipment on the Site as may be suitable and acceptable and may direct the Surety (other than in the Event of Default under Section 12.1(e)) to complete this CMA or may enter into an agreement for the completion of this CMA according to the terms and provisions hereof with another contractor or the Surety, or use such other methods as may be required for the completion of the Maintenance Services and the requirements of the CMA Documents, including completion of the Maintenance Services by TxDOT. (h) If TxDOT exercises any right to perform any obligations of DB Maintenance Contractor, in the exercise of such right, right TxDOT may, but is not obligated to, among other things things: (i) perform or attempt to perform, or cause to be performed, such Maintenance Services, ; (ii) spend such sums as TxDOT deems necessary and reasonable to employ and pay such architects, engineers, consultants and contractors and obtain materials and equipment as may be required for the purpose of completing such Maintenance Services, ; (iii) execute all applications, certificates and other documents as may be required for completing the Maintenance Services, ; (iv) modify or terminate any contractual arrangements, ; (v) take any and all other actions that which it may consider necessary, in its discretion, sole discretion consider necessary to complete the Maintenance Services, and (vi) prosecute and defend any action or proceeding incident to the Maintenance Services. 12.3.2 If an Event of Default occurs, DB Contractor and each Guarantor shall be jointly and severally liable to TxDOT for all costs incurred by TxDOT or any Person acting on TxDOT’s behalf in completing the Maintenance Services. Upon the occurrence of an Event of Default, TxDOT shall be entitled to withhold all or any portion of further payments to DB Contractor until such time as TxDOT is able to determine how much, if any, remains payable to DB Contractor and the amount payable by DB Contractor to TxDOT in connection with TxDOT’s damages and claims against DB Contractor-Related Entities or as otherwise required by the CMA Documents. Promptly upon such determination, TxDOT shall notify DB Contractor in writing of the amount, if any, that DB Contractor shall pay TxDOT, or TxDOT shall pay DB Contractor the applicable amount. All costs and charges incurred by TxDOT, including attorneys’, consultants’, accountants’ and expert witnesses’ fees and costs, together with the cost of completing the Maintenance Services under the CMA Documents, will be deducted from any moneys due or that may become due DB Contractor or its Surety. If such expense exceeds the sum that would have been payable to DB Contractor under this CMA, then DB Contractor and each Guarantor shall be liable and shall pay to TxDOT the amount of such excess. If DB Contractor or Guarantor fails to pay such amount immediately upon TxDOT’s demand, then TxDOT shall be entitled to collect interest from DB Contractor or Guarantor at the rate set forth in Section 18.12 on the amounts TxDOT is required to pay in excess of the remaining balance of the Maintenance Price for the applicable Maintenance Term. The interest rate shall accrue on all amounts TxDOT has had to pay in excess of the remaining balance of the Maintenance Price for the applicable Maintenance Term from the date of TxDOT payment. 12.3.3 DB Contractor acknowledges that if a DB Contractor Maintenance Default under Section 12.1.1(m) or (n) occurs, such default could impair or frustrate DB Contractor’s performance of the Maintenance Services. Accordingly, DB Contractor agrees that, upon the occurrence of any such default, TxDOT shall be entitled to request of DB Contractor or its successor-in-interest adequate assurance of future performance in accordance with the terms and conditions hereof. Failure to comply with such request within 10 Days of delivery of the request shall entitle TxDOT to terminate this CMA and to the accompanying rights set forth above. Pending receipt of adequate assurance of performance and actual performance in accordance therewith, TxDOT shall be entitled to proceed with the Maintenance Services with its own forces or with other contractors on a time-; and-material or other appropriate basis, the cost of which will be credited against and deducted from TxDOT’s payment obligations hereunder. The foregoing shall be in addition to all other rights and remedies provided by law or equity and such rights and remedies as are otherwise available under the CMA Documents, including the Maintenance Performance Bond, any letter of credit and any Guaranty. 12.3.4 In lieu of the provisions of this Section 12.3 for terminating this CMA for default and completing the Maintenance Services, TxDOT may, in its discretion, pay DB Contractor for the parts already done according to the provisions of the CMA Documents and may treat the parts remaining undone as if they had never been included or contemplated by this CMA. No Claim under this Section 12.3.4 will be allowed for prospective profits on, or any other compensation relating to, Maintenance Services uncompleted by DB Contractor. 12.3.5 If this CMA is terminated for grounds that are later determined not to justify a termination for default, such termination shall be deemed to constitute a termination for convenience pursuant to Section 14. 12.3.6 The exercise or beginning of the exercise by TxDOT of any one or more rights or remedies under this Section 12.3 shall not preclude the simultaneous or later exercise by TxDOT of any or all other such rights or remedies, each of which shall be cumulative. 12.3.7 If TxDOT suffers damages as a result of any DB Contractor-Related Entity’s breach, omission or failure to perform an obligation under the CMA Documents, then, subject to the limitation on liability contained in Sections 12.6 and 12.7, TxDOT shall be entitled to recovery of such damages from DB Contractor regardless of whether the breach, omission or failure that gives rise to the damages is declared an Event of Default. 12.3.8 DB Contractor and each Surety and Guarantor shall not be relieved of liability for continuing application of Liquidated Damages or other similar fees hereunder (including Key Personnel Unavailability Fees) on account of a breach or default by DB Contractor hereunder or by TxDOT’s declaration of an Event of Default, or by actions taken by TxDOT under this Section 12.3. 12.3.9 TxDOT’s remedies with respect to Nonconforming Work shall include the right to allow such work to remain uncorrected and receive payment as provided in Section 5.9.2 in lieu of the remedies specified in this Section 12.

TxDOT Remedies. 12.3.1 If any DB Contractor Maintenance Default described in Section 12.1 is not subject to cure or is not cured within the period (if any) specified in Section 12.2, or if the circumstances described in SectionSection 12.3.11.4 exist, TxDOT may declare that an “Event of Default” has occurred and notify DB Contractor to discontinue the Maintenance Services. The declaration of an Event of Default shall be in writing and given to DB Contractor, with a copy to Surety and any Guarantor. In addition to all other rights and remedies provided by Law or equity and such rights and remedies as are otherwise available under the COMA Documents, including the Maintenance Performance Bond, any letter of credit, and Guaranty, if an Event of Default shall occur, TxDOT shall have the following rights without further notice and without waiving or releasing DB Contractor from any obligations and DB Contractor shall have the following obligations (as applicable): (a) TxDOT may terminate this CMA Comprehensive Maintenance Agreement or a portion thereof, including DB Contractor’s rights of entry upon, possession and control of the Project, in which case case, the provisions of Section Sections 14.3 shall apply. (b) If and as directed by TxDOT, DB Contractor shall withdraw from the Site and shall remove such materials, equipment, tools and instruments used by, and any debris or waste materials generated by, any DB Contractor-Related Entity on the Site or otherwise in the performance of the Maintenance Services. (c) DB Contractor shall deliver to TxDOT possession of any or all design or construction documents and all other completed or partially completed drawings (including plans, elevations, sections, details and diagrams), specifications, records, information, schedules, samples, shop drawings, drawings and other documents and facilities related to the Project that TxDOT deems necessary in connection with Maintenance Services. (d) DB Contractor shall assign to TxDOT the Subcontracts requested by TxDOT, TxDOT and DB Contractor shall terminate, at its sole cost, all other Subcontracts. (e) TxDOT, in its sole discretion, may deduct from any amounts payable by TxDOT to DB Contractor such amounts (including interest thereon as permitted under this CMAComprehensive Maintenance Agreement) payable by DB Contractor to TxDOT, including reimbursements owing, Liquidated Damages damages owing under Section 12.4, Key Personnel Unavailability Fees owing under Section 5.4.7 or 5.4.8, Lane Rental Charges, Noncompliance Charges and amounts TxDOT deems advisable to cover any existing or threatened claims, Liens and stop notices of Subcontractors, laborers or other Persons, amounts of any Losses that have accrued, the cost to complete or remediate uncompleted Maintenance Services or Nonconforming Work, Work or other damages or amounts that TxDOT has determined are or may be payable to TxDOT under the CMA COMA Documents. (f) TxDOT shall have the right, but not the obligation, to pay any amount or and/or perform any act as may then be required from DB Contractor under the CMA COMA Documents or Subcontracts. (g) TxDOT may appropriate any or all materials, supplies and equipment on the Site as may be suitable and acceptable and may direct the Surety (other than in the Event of Default under Section 12.1(e)) to complete this CMA Comprehensive Maintenance Agreement or may enter into an agreement for the completion of this CMA Comprehensive Maintenance Agreement according to the terms and provisions hereof with another contractor or the Surety, or use such other methods as may be required for the completion of the Maintenance Services and the requirements of the CMA COMA Documents, including completion of the Maintenance Services by TxDOT. (h) If TxDOT exercises any right to perform any obligations of DB Contractor, in the exercise of such right, right TxDOT may, but is not obligated to, among other things things: (i) perform or attempt to perform, or cause to be performed, such Maintenance Services, ; (ii) spend such sums as TxDOT deems necessary and reasonable to employ and pay such architects, engineers, consultants and contractors and obtain materials and equipment as may be required for the purpose of completing such Maintenance Services, ; (iii) execute all applications, certificates and other documents as may be required for completing the Maintenance Services, ; (iv) modify or terminate any contractual arrangements, ; (v) take any and all other actions that which it may consider necessary, in its discretion, sole discretion consider necessary to complete the Maintenance Services, ; and (vi) prosecute and defend any action or proceeding incident to the Maintenance Services. 12.3.2 If an Event of Default occurs, DB Contractor and each Guarantor shall be jointly and severally liable to TxDOT for all costs incurred by TxDOT or any Person acting on TxDOT’s behalf in completing the Maintenance Services. Upon the occurrence of an Event of Default, TxDOT shall be entitled to withhold all or any portion of further payments to DB Contractor until such time as TxDOT is able to determine how much, if any, remains payable to DB Contractor and the amount payable by DB Contractor to TxDOT in connection with TxDOT’s damages and claims against DB Contractor-Related Entities or as otherwise required by the CMA COMA Documents. Promptly upon such determination, TxDOT shall notify DB Contractor in writing of the amount, if any, that DB Contractor shall pay TxDOT, or TxDOT shall pay DB Contractor the applicable amount. All costs and charges incurred by TxDOT, including attorneys’, consultants’, accountants’ ' and expert witnesses’ witness fees and costs, together with the cost of completing the Maintenance Services under the CMA COMA Documents, will be deducted from any moneys due or that which may become due DB Contractor or its Surety. If such expense exceeds the sum that which would have been payable to DB Contractor under this CMAComprehensive Maintenance Agreement, then DB Contractor and each Guarantor shall be liable and shall pay to TxDOT the amount of such excess. If the DB Contractor or Guarantor fails to pay such amount immediately upon TxDOT’s 's demand, then TxDOT shall be entitled to collect interest from the DB Contractor or Guarantor at the rate set forth in Section 18.12 on the amounts TxDOT is required to pay in excess of the remaining balance of the Maintenance Price for the applicable Maintenance Term. The interest rate shall accrue on all amounts TxDOT has had to pay in excess of the remaining balance of the Maintenance Price for the applicable Maintenance Term from the date of TxDOT payment. 12.3.3 DB Contractor acknowledges that if a DB Contractor Maintenance Default under Section 12.1.1(m) or (n) occurs, such default could impair or frustrate DB Contractor’s performance of the Maintenance Services. Accordingly, DB Contractor agrees that, that upon the occurrence of any such default, TxDOT shall be entitled to request of DB Contractor Contractor, or its successor-in-interest successor in interest, adequate assurance of future performance in accordance with the terms and conditions hereof. Failure to comply with such request within 10 ten Days of delivery of the request shall entitle TxDOT to terminate this CMA Comprehensive Maintenance Agreement and to the accompanying rights set forth above. Pending receipt of adequate assurance of performance and actual performance in accordance therewith, TxDOT shall be entitled to proceed with the Maintenance Services with its own forces or with other contractors on a time-and-time and material or other appropriate basis, the cost of which will be credited against and deducted from TxDOT’s 's payment obligations hereunder. The foregoing shall be in addition to all other rights and remedies provided by law or equity and such rights and remedies as are otherwise available under the CMA COMA Documents, including the Maintenance Performance Bond, any letter of credit and any Guaranty. 12.3.4 In lieu of the provisions of this Section 12.3 for terminating this CMA Comprehensive Maintenance Agreement for default and completing the Maintenance Services, TxDOT may, in its sole discretion, pay DB Contractor for the parts already done according to the provisions of the CMA COMA Documents and may treat the parts remaining undone as if they had never been included or contemplated by this CMAComprehensive Maintenance Agreement. No Claim under this Section 12.3.4 will be allowed for prospective profits on, or any other compensation relating to, Maintenance Services uncompleted by DB Contractor. 12.3.5 If this CMA Comprehensive Maintenance Agreement is terminated for grounds that which are later determined not to justify a termination for default, such termination shall be deemed to constitute a termination for convenience pursuant to Section 14. 12.3.6 The exercise or beginning of the exercise by TxDOT of any one or more rights or remedies under this Section 12.3 shall not preclude the simultaneous or later exercise by TxDOT of any or all other such rights or remedies, each of which shall be cumulative. 12.3.7 If TxDOT suffers damages as a result of any DB Contractor-Related Entity’s breach, omission or failure to perform an obligation under the CMA COMA Documents, then, subject to the limitation on liability contained in Sections 12.6 12.7 and 12.712.8, TxDOT shall be entitled to recovery of such damages from DB Contractor regardless of whether the breach, omission or failure that gives rise to the damages is declared an Event of Default. 12.3.8 DB Contractor and each Surety and Guarantor shall not be relieved of liability for continuing application of Liquidated Damages or other similar fees hereunder (including Key Personnel Unavailability Fees) Lane Rental Charges for Lane Closures on account of a breach or default by DB Contractor hereunder or by TxDOT’s declaration of an Event of Default, or by actions taken by TxDOT under this Section 12.3. 12.3.9 TxDOT’s remedies with respect to Nonconforming Work shall include the right to allow such work to remain uncorrected and receive payment as provided in Section 5.9.2 in lieu of the remedies specified in this Section 12.

TxDOT Remedies. 12.3.1 If any DB Maintenance Contractor Maintenance Default described in Section 12.1 is not subject to cure or is not cured within the period (if any) specified in Section 12.2, TxDOT may declare that an “Event of Default” has occurred and notify Maintenance Contractor to discontinue the Maintenance Services. The declaration of an Event of Default shall be in writing and given to Maintenance Contractor, with a copy to Surety and Guarantor. In addition to all other rights and remedies provided by Law or equity and such rights and remedies as are otherwise available under the CMA Documents, including the Maintenance Performance Bond, Letter of Credit, and Guaranty, if an Event of Default shall occur, TxDOT shall have the circumstances described in Sectionfollowing rights without further notice and without waiving or releasing Maintenance Contractor from any obligations and Maintenance Contractor shall have the following obligations (as applicable): (a) TxDOT may terminate this CMA Capital Maintenance Agreement or a portion thereofthereof for default, including DB Maintenance Contractor’s rights of entry upon, possession and control of the Project, in which case case, the provisions of Section 14.3 Sections 15.3(b) and 15.3(c) shall apply. (b) If and as directed by TxDOT, DB Maintenance Contractor shall withdraw from the Site and shall remove such materials, equipment, tools and instruments used by, and any debris or waste materials generated by, any DB Maintenance Contractor-Related Entity on the Site or otherwise in the performance of the Maintenance Services. (c) DB Maintenance Contractor shall deliver to TxDOT possession of any or all design or construction documents and all other completed or partially completed drawings (including plans, elevations, sections, details and diagrams), specifications, records, information, schedules, samples, shop drawings, drawings and other documents and facilities related to the Project that TxDOT deems necessary in connection with Maintenance Services. (d) DB Maintenance Contractor shall assign to TxDOT the Subcontracts requested by TxDOT, TxDOT and DB Maintenance Contractor shall terminate, at its sole cost, all other Subcontracts. (e) TxDOT, in its sole discretion, may deduct from any amounts payable by TxDOT to DB Maintenance Contractor such amounts (including interest thereon as permitted under this CMACapital Maintenance Agreement) payable by DB Maintenance Contractor to TxDOT, including reimbursements owing, Liquidated Damages owing under Section 12.4, Key Personnel Unavailability Fees owing under Section 5.4.8, liquidated damages and amounts TxDOT deems advisable to cover any existing or threatened claims, Liens and stop notices of Subcontractors, laborers or other Persons, amounts of any Losses that have accrued, the cost to complete or remediate uncompleted Maintenance Services or Nonconforming Work, Work or other damages or amounts that TxDOT has determined are or may be payable to TxDOT under the CMA Documents. (f) TxDOT shall have the right, but not the obligation, to pay any amount or and/or perform any act as may then be required from DB Maintenance Contractor under the CMA Documents or Subcontracts. (g) TxDOT may appropriate any or all materials, supplies and equipment on the Site as may be suitable and acceptable and may direct the Surety (other than in the Event of Default under Section 12.1(e)) to complete this CMA Capital Maintenance Agreement or may enter into an agreement for the completion of this CMA Capital Maintenance Agreement according to the terms and provisions hereof with another contractor or the Surety, or use such other methods as may be required for the completion of the Maintenance Services and the requirements of the CMA Documents, including completion of the Maintenance Services by TxDOT. (h) If TxDOT exercises any right to perform any obligations of DB Maintenance Contractor, in the exercise of such right, right TxDOT may, but is not obligated to, among other things things: (i) perform or attempt to perform, or cause to be performed, such Maintenance Services, ; (ii) spend such sums as TxDOT deems necessary and reasonable to employ and pay such architects, engineers, consultants and contractors and obtain materials and equipment as may be required for the purpose of completing such Maintenance Services, ; (iii) execute all applications, certificates and other documents as may be required for completing the Maintenance Services, (iv) modify or terminate any contractual arrangements, (v) take any and all other actions that it may consider necessary, in its discretion, to complete the Maintenance Services, and (vi) prosecute and defend any action or proceeding incident to the Maintenance Services. 12.3.2 If an Event of Default occurs, DB Contractor and each Guarantor shall be jointly and severally liable to TxDOT for all costs incurred by TxDOT or any Person acting on TxDOT’s behalf in completing the Maintenance Services. Upon the occurrence of an Event of Default, TxDOT shall be entitled to withhold all or any portion of further payments to DB Contractor until such time as TxDOT is able to determine how much, if any, remains payable to DB Contractor and the amount payable by DB Contractor to TxDOT in connection with TxDOT’s damages and claims against DB Contractor-Related Entities or as otherwise required by the CMA Documents. Promptly upon such determination, TxDOT shall notify DB Contractor in writing of the amount, if any, that DB Contractor shall pay TxDOT, or TxDOT shall pay DB Contractor the applicable amount. All costs and charges incurred by TxDOT, including attorneys’, consultants’, accountants’ and expert witnesses’ fees and costs, together with the cost of completing the Maintenance Services under the CMA Documents, will be deducted from any moneys due or that may become due DB Contractor or its Surety. If such expense exceeds the sum that would have been payable to DB Contractor under this CMA, then DB Contractor and each Guarantor shall be liable and shall pay to TxDOT the amount of such excess. If DB Contractor or Guarantor fails to pay such amount immediately upon TxDOT’s demand, then TxDOT shall be entitled to collect interest from DB Contractor or Guarantor at the rate set forth in Section 18.12 on the amounts TxDOT is required to pay in excess of the remaining balance of the Maintenance Price for the applicable Maintenance Term. The interest rate shall accrue on all amounts TxDOT has had to pay in excess of the remaining balance of the Maintenance Price for the applicable Maintenance Term from the date of TxDOT payment. 12.3.3 DB Contractor acknowledges that if a DB Contractor Maintenance Default under Section 12.1.1(m) or (n) occurs, such default could impair or frustrate DB Contractor’s performance of the Maintenance Services. Accordingly, DB Contractor agrees that, upon the occurrence of any such default, TxDOT shall be entitled to request of DB Contractor or its successor-in-interest adequate assurance of future performance in accordance with the terms and conditions hereof. Failure to comply with such request within 10 Days of delivery of the request shall entitle TxDOT to terminate this CMA and to the accompanying rights set forth above. Pending receipt of adequate assurance of performance and actual performance in accordance therewith, TxDOT shall be entitled to proceed with the Maintenance Services with its own forces or with other contractors on a time-and-material or other appropriate basis, the cost of which will be credited against and deducted from TxDOT’s payment obligations hereunder. The foregoing shall be in addition to all other rights and remedies provided by law or equity and such rights and remedies as are otherwise available under the CMA Documents, including the Maintenance Performance Bond, any letter of credit and any Guaranty. 12.3.4 In lieu of the provisions of this Section 12.3 for terminating this CMA for default and completing the Maintenance Services, TxDOT may, in its discretion, pay DB Contractor for the parts already done according to the provisions of the CMA Documents and may treat the parts remaining undone as if they had never been included or contemplated by this CMA. No Claim under this Section 12.3.4 will be allowed for prospective profits on, or any other compensation relating to, Maintenance Services uncompleted by DB Contractor. 12.3.5 If this CMA is terminated for grounds that are later determined not to justify a termination for default, such termination shall be deemed to constitute a termination for convenience pursuant to Section 14. 12.3.6 The exercise or beginning of the exercise by TxDOT of any one or more rights or remedies under this Section 12.3 shall not preclude the simultaneous or later exercise by TxDOT of any or all other such rights or remedies, each of which shall be cumulative. 12.3.7 If TxDOT suffers damages as a result of any DB Contractor-Related Entity’s breach, omission or failure to perform an obligation under the CMA Documents, then, subject to the limitation on liability contained in Sections 12.6 and 12.7, TxDOT shall be entitled to recovery of such damages from DB Contractor regardless of whether the breach, omission or failure that gives rise to the damages is declared an Event of Default. 12.3.8 DB Contractor and each Surety and Guarantor shall not be relieved of liability for continuing application of Liquidated Damages or other similar fees hereunder (including Key Personnel Unavailability Fees) on account of a breach or default by DB Contractor hereunder or by TxDOT’s declaration of an Event of Default, or by actions taken by TxDOT under this Section 12.3. 12.3.9 TxDOT’s remedies with respect to Nonconforming Work shall include the right to allow such work to remain uncorrected and receive payment as provided in Section 5.9.2 in lieu of the remedies specified in this Section 12.;