Common use of Unconditional Obligations Clause in Contracts

Unconditional Obligations. This Guaranty is a guaranty of payment and performance and not of collection. Except as provided in Section 21, this Guaranty is an absolute, unconditional and irrevocable guarantee of the full and prompt payment and performance when due of all of the Guaranteed Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurred, and whether or not enforceable against DB Contractor. If any payment made by DB Contractor or any other Person and applied to the Guaranteed Obligations is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be repaid or refunded, then, to the extent of such payment or repayment, the liability of Guarantor will be and remain in full force and effect as fully as if such payment had never been made. Guarantor covenants that this Guaranty will not be fulfilled or discharged, except by the complete payment and performance of the Guaranteed Obligations, whether by the primary obligor or Guarantor under this Guaranty. Without limiting the generality of the foregoing, Guarantor’s obligations hereunder will not be released, discharged or otherwise affected by (a) any change in the Contract Documents or the obligations thereunder, or any insolvency, bankruptcy or similar proceeding affecting DB Contractor, Guarantor or their respective assets, and (b) the existence of any claim or set-off which DB Contractor has or Guarantor may have against TxDOT, whether in connection with this Guaranty or any unrelated transaction, provided that nothing in this Guaranty will be deemed a waiver by Guarantor of any claim or prevent the assertion of any claim by separate suit. This Guaranty will in all respects be a continuing, absolute and unconditional guaranty irrespective of the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any part thereof or any instrument or agreement evidencing any of the Guaranteed Obligations or relating thereto, or the existence, validity, enforceability, perfection, or extent of any collateral therefor or any other circumstances relating to the Guaranteed Obligations, except as provided in Section 21.

Unconditional Obligations. This Guaranty is a guaranty of payment and performance and not of collection. Except as provided in Section 21, this Guaranty is an absolute, unconditional and irrevocable guarantee of the full and prompt payment and performance when due of all of the Guaranteed Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurred, and whether or not enforceable against DB Contractor. If any payment made by DB Contractor or any other Person and applied to the Guaranteed Obligations is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be repaid or refunded, then, to the extent of such payment or repayment, the liability of Guarantor will be and remain in full force and effect as fully as if such payment had never been made. Guarantor covenants that this Guaranty will not be fulfilled or discharged, except by the complete payment and performance of the Guaranteed Obligations, whether by the primary obligor or Guarantor under this Guaranty. Without limiting the generality of the foregoing, Guarantor’s obligations hereunder will not be released, discharged or otherwise affected by by: (a) any change in the Contract CMC Documents or the obligations thereunder, or any insolvency, bankruptcy or similar proceeding affecting DB Contractor, Guarantor or their respective assets, and (b) the existence of any claim or set-off which DB Contractor has or Guarantor may have against TxDOT, whether in connection with this Guaranty or any unrelated transaction, provided that nothing in this Guaranty will be deemed a waiver by Guarantor of any claim or prevent the assertion of any claim by separate suit. This Guaranty will in all respects be a continuing, absolute absolute, and unconditional guaranty irrespective of the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any part thereof or any instrument or agreement evidencing any of the Guaranteed Obligations or relating thereto, or the existence, validity, enforceability, perfection, or extent of any collateral therefor or any other circumstances relating to the Guaranteed Obligations, except as provided in Section 21.

Unconditional Obligations. This Guaranty is a guaranty of payment and performance and not of collection. Except as provided in Section 21, this Guaranty is an absolute, unconditional and irrevocable guarantee of the full and prompt payment and performance when due of all of the Guaranteed Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurred, and whether or not enforceable against DB the Maintenance Contractor. If any payment made by DB the Maintenance Contractor or any other Person and applied to the Guaranteed Obligations is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be repaid or refunded, then, to the extent of such payment or repayment, the liability of Guarantor will be and remain in full force and effect as fully as if such payment had never been made. Guarantor covenants that this Guaranty will not be fulfilled or discharged, except by the complete payment and performance of the Guaranteed Obligations, whether by the primary obligor or Guarantor under this Guaranty. Without limiting the generality of the foregoing, Guarantor’s obligations hereunder will not be released, discharged or otherwise affected by by: (a) any change in the Contract COMA Documents or the obligations thereunder, or any insolvency, bankruptcy or similar proceeding affecting DB the Maintenance Contractor, Guarantor or their respective assets, and (b) the existence of any claim or set-off which DB the Maintenance Contractor has or Guarantor may have against TxDOT, whether in connection with this Guaranty or any unrelated transaction, provided that nothing in this Guaranty will be deemed a waiver by Guarantor of any claim or prevent the assertion of any claim by separate suit. This Guaranty will in all respects be a continuing, absolute absolute, and unconditional guaranty irrespective of the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any part thereof or any instrument or agreement evidencing any of the Guaranteed Obligations or relating thereto, or the existence, validity, enforceability, perfection, or extent of any collateral therefor or any other circumstances relating to the Guaranteed Obligations, except as provided in Section 21.

Unconditional Obligations. This Guaranty The guarantee by Guarantor contained in Section 3.1 hereof is a guaranty primary obligation of Guarantor and is an unconditional, absolute, present and continuing obligation and is not conditioned in any way upon the institution of suit or the taking of any other action with respect to the representations and warranties of the Owner Participant contained in any OP Document or any attempt to enforce performance of or compliance with the Obligations (including, without limitation, any payment and obligations). To the extent that performance and not of collection. Except as provided or compliance with the guarantee by Guarantor contained in Section 213.1 hereof requires the payment of money, this Guaranty such guarantee is an absolute, unconditional unconditional, present and irrevocable continuing guarantee of the full and prompt payment and performance when due not of all collectability and is in no way conditioned or contingent upon the validity, or enforceability of any OP Document or any of the Guaranteed ObligationsObligations or any collateral security, whether other guarantee, if any, or not credit support therefor or any attempt to collect from time to time reduced or extinguished or hereafter increased or incurred, and whether or not enforceable against DB Contractor. If any payment made by DB Contractor the Owner Participant or any other Person and applied entity or to perfect or enforce any security or upon any other condition or contingency or upon any other action, occurrence or circumstance whatsoever. Such guarantee shall continue to be effective, or be reinstated, as the Guaranteed Obligations is case may be, if at any time annulledpayment, set asidein whole or in part, rescinded, invalidated, declared of any of the sums due to be fraudulent or preferential or otherwise required to be repaid or refunded, then, any of the Beneficiaries pursuant to the extent terms of such payment any OP Document is rescinded or repaymentmust otherwise be restored or returned upon the bankruptcy, insolvency, reorganization, arrangement, adjustment, composition, dissolution, liquidation, or the like, of the Owner Participant or Guarantor, or upon or as a result of, the liability appointment of a custodian, receiver, trustee or other officer with similar powers with respect to the Owner Participant or Guarantor will be and remain in full force and effect or any substantial part of their respective property, or otherwise, all as fully as if though such payment had never not been mademade notwithstanding any termination of this Guarantee or any OP Document. Guarantor covenants that this Guaranty will shall not be fulfilled or discharged, except by commence against the complete payment and performance Owner Participant any “case” (as defined in Title 11 of the Guaranteed ObligationsUnited States Code, whether by the primary obligor or Guarantor “Bankruptcy Code”) under this Guaranty. Without limiting the generality of the foregoing, Guarantor’s obligations hereunder will not be released, discharged or otherwise affected by (a) any change in the Contract Documents or the obligations thereunder, Bankruptcy Code or any similar proceeding under any state insolvency, bankruptcy or similar proceeding affecting DB Contractor, Guarantor or their respective assets, and (b) the existence of any claim or set-off which DB Contractor has or Guarantor may have against TxDOT, whether in connection with this Guaranty or any unrelated transaction, provided that nothing in this Guaranty will be deemed a waiver by Guarantor of any claim or prevent the assertion of any claim by separate suit. This Guaranty will in all respects be a continuing, absolute and unconditional guaranty irrespective of the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any part thereof or any instrument or agreement evidencing any of the Guaranteed Obligations or relating thereto, or the existence, validity, enforceability, perfection, or extent of any collateral therefor or any other circumstances relating to the Guaranteed Obligations, except as provided in Section 21statute.

Unconditional Obligations. This Guaranty is a guaranty of payment and performance and not of collection. Except as provided in Section 21, The Guarantors' Obligations under this Guaranty is an absolute, unconditional Agreement shall be joint and irrevocable guarantee of the full and prompt payment and performance when due of all of the Guaranteed Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurred, and whether or not enforceable against DB Contractor. If any payment made by DB Contractor or any other Person and applied to the Guaranteed Obligations is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be repaid or refunded, then, to the extent of such payment or repayment, the liability of Guarantor will be and remain in full force and effect as fully as if such payment had never been made. Guarantor covenants that this Guaranty will not be fulfilled or discharged, except by the complete payment and performance of the Guaranteed Obligations, whether by the primary obligor or Guarantor under this Guaranty. Without limiting the generality of the foregoing, Guarantor’s obligations hereunder will not be released, discharged or otherwise affected by (a) any change in the Contract Documents or the obligations thereunder, or any insolvency, bankruptcy or similar proceeding affecting DB Contractor, Guarantor or their respective assets, and (b) the existence of any claim or set-off which DB Contractor has or Guarantor may have against TxDOT, whether in connection with this Guaranty or any unrelated transaction, provided that nothing in this Guaranty will be deemed a waiver by Guarantor of any claim or prevent the assertion of any claim by separate suit. This Guaranty will in all respects be a continuingseveral, absolute and unconditional guaranty irrespective of the genuineness, validity, regularity legality or enforceability of the Guaranteed Obligations Credit Agreement, the Notes or any part thereof other Loan Document or any instrument other guaranty of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement evidencing between the Agent or the Lenders and the Borrower or any other person, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Guaranteed Obligations or relating theretoBorrower's Liabilities, or by the existence, validity, enforceability, perfectionrelease or other disposal of any Collateral or other security for any of the Borrower's Liabilities, or extent by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any collateral therefor assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other circumstances relating Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Guaranteed ObligationsCredit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and the Borrower or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of any Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as provided in Section 21herein provided.

Unconditional Obligations. This Guaranty is a guaranty of payment and performance and not of collection. Except as provided in Section 21, this Guaranty is an absolute, unconditional and irrevocable guarantee of the full and prompt payment and performance when due of all of the Guaranteed Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurred, and whether or not enforceable against DB Contractor. If any payment made by DB Contractor or any other Person and applied to the Guaranteed Obligations is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be repaid or refunded, then, to the extent of such payment or repayment, the liability of Guarantor will be and remain in full force and effect as fully as if such payment had never been made. Guarantor covenants that this Guaranty will not be fulfilled or discharged, except by the complete payment and performance of the Guaranteed Obligations, whether by the primary obligor or Guarantor under this Guaranty. Without limiting the generality of the foregoing, Guarantor’s obligations hereunder will not be released, discharged or otherwise affected by (a) any change in the Contract Documents or the obligations thereunder, or any insolvency, bankruptcy or similar proceeding affecting DB Contractor, Guarantor or their respective assets, and (b) the existence of any claim or set-off which DB Contractor has or Guarantor may have against TxDOT, whether in connection with this Guaranty or any unrelated transaction, provided that nothing in this Guaranty will be deemed a waiver by Guarantor of any claim or prevent the assertion of any claim by separate suit. This Guaranty will in all respects be a continuing, absolute and unconditional guaranty irrespective of the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any part thereof or any instrument or agreement evidencing any of the Guaranteed Obligations or relating thereto, or the existence, validity, enforceability, perfection, or extent of any collateral therefor or any other circumstances relating to the Guaranteed Obligations, except as provided in Section 21.,

Unconditional Obligations. This Guaranty is a guaranty of payment and performance and not of collection. Except as provided in Section 21, The Guarantor's Obligations under this Guaranty is an absolute, unconditional Agreement shall be joint and irrevocable guarantee of the full and prompt payment and performance when due of all of the Guaranteed Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurred, and whether or not enforceable against DB Contractor. If any payment made by DB Contractor or any other Person and applied to the Guaranteed Obligations is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be repaid or refunded, then, to the extent of such payment or repayment, the liability of Guarantor will be and remain in full force and effect as fully as if such payment had never been made. Guarantor covenants that this Guaranty will not be fulfilled or discharged, except by the complete payment and performance of the Guaranteed Obligations, whether by the primary obligor or Guarantor under this Guaranty. Without limiting the generality of the foregoing, Guarantor’s obligations hereunder will not be released, discharged or otherwise affected by (a) any change in the Contract Documents or the obligations thereunder, or any insolvency, bankruptcy or similar proceeding affecting DB Contractor, Guarantor or their respective assets, and (b) the existence of any claim or set-off which DB Contractor has or Guarantor may have against TxDOT, whether in connection with this Guaranty or any unrelated transaction, provided that nothing in this Guaranty will be deemed a waiver by Guarantor of any claim or prevent the assertion of any claim by separate suit. This Guaranty will in all respects be a continuingseveral, absolute and unconditional guaranty irrespective of the genuineness, validity, regularity legality or enforceability of the Guaranteed Obligations Credit Agreement, the Notes or any part thereof other Loan Document or any instrument other guaranty of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement evidencing between the Agent, the Co-Agents or the Lenders and the Borrower or any other Person, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Guaranteed Obligations or relating theretoBorrower's Liabilities, or by the existence, validity, enforceability, perfectionrelease or other disposal of any security for any of the Borrower's Liabilities, or extent by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any collateral therefor assets of the Borrower or by any extension or renewal of the Credit Agreement, the Notes or any other circumstances relating Loan Document related to the Guaranteed ObligationsCredit Agreement, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, the Notes or any other Loan Document related to the Credit Agreement, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent, the Co-Agents or the Lenders and the Borrower or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of any Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or guarantor; it being the purpose and intent that this Guaranty Agreement and the Guarantor's Obligations hereunder shall be absolute, irrevocable and unconditional under any and all circumstances and shall not be discharged except by payment as provided in Section 21herein provided.

Unconditional Obligations. This Guaranty is a guaranty of payment and performance and not of collection. Except as provided in Section 21, this This Guaranty is an absolute, unconditional and irrevocable guarantee of the full and prompt payment and performance when due of all of the Guaranteed Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurredincurred and, and except as provided in the “Permitted Defenses; Contract Amendments” clause of this Guaranty, whether or not enforceable against DB the Contractor. If any payment made by DB the Contractor or any other Person and applied to the Guaranteed Obligations is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be repaid or refunded, then, to the extent of such payment or repayment, the liability of Guarantor will be and remain in full force and effect as fully as if such payment had never been made. Guarantor covenants that this Guaranty will not be fulfilled or discharged, except by the complete payment and performance of the Guaranteed Obligations, whether by the primary obligor or Guarantor under this Guaranty. Without limiting the generality of the foregoing, Guarantor’s obligations hereunder will not be released, released or discharged or otherwise affected by (a) any by: i. Any change in the Contract Documents or the obligations thereunder, or any insolvency, bankruptcy or similar proceeding affecting DB the Contractor, Guarantor or their respective assets, and (b) the and ii. The existence of any claim or set-off which DB the Contractor has or Guarantor may have against TxDOTthe Authority, whether in connection with this Guaranty or any unrelated transaction, provided . Provided that nothing in this Guaranty will be deemed a waiver by Guarantor of any claim or prevent the assertion of any claim by separate suit. This Except as provided in the “Permitted Defenses; Contract Amendments” clause of this Guaranty, this Guaranty will in all respects be a continuing, absolute absolute, and unconditional guaranty irrespective of the following: i. The genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any part thereof or any instrument or agreement evidencing any of the Guaranteed Obligations or relating thereto, or the or ii. The existence, validity, enforceability, perfection, or extent of any collateral therefor or any other circumstances relating to the Guaranteed Obligations, except as provided in Section 21Obligations which might otherwise constitute a defense to the Guaranteed Obligations or this Guaranty.

Unconditional Obligations. This Guaranty is a guaranty of payment and performance and not of collection. Except as provided in Section 21, The Guarantor's Obligations under this Subsidiary Guaranty is an absolute, shall be absolute and unconditional and irrevocable guarantee irrespective of the full and prompt payment and performance when due of all validity, legality or enforceability of the Guaranteed Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurredDebentures, and whether or shall not enforceable against DB Contractor. If be affected by any payment made by DB Contractor action taken under the Debentures or any other Person agreement between the Lender and applied the Company or any other person, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Liabilities, or any transfer or disposition of any assets of the Company or by any extension or renewal of the Debentures, in whole or in part, or by any modification, alteration, amendment or addition of or to the Guaranteed Debentures, or any other agreement between the Lender and the Company or any other person, or by any other circumstance whatsoever (with or without notice to or knowledge of the Guarantor) which may or might in any manner or to any extent vary the risks of the Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or guarantor; it being the purpose and intent of the parties hereto that this Subsidiary Guaranty and the Guarantor's Obligations is at hereunder shall be absolute and unconditional under any time annulled, set aside, rescinded, invalidated, declared to and all circumstances and shall not be fraudulent or preferential or otherwise required to be repaid or refunded, then, to the extent of such discharged except by payment or repayment, the liability of Guarantor will be and remain as herein provided. This Subsidiary Guaranty shall continue in full force and effect as fully and Lender may continue to act in reliance thereon notwithstanding the termination or revocation of any other guaranty of Liability, the death, disability, incompetence or incapacity of the Guarantor, and shall be binding upon Guarantor and Guarantor's estate and the personal representatives, heirs and successors and assigns of Guarantor, who shall, nevertheless, remain liable with respect to Obligations and any renewals or extensions thereof or liabilities arising out of same, and the Lender shall have all the rights herein provided for as if no such payment had never been made. Guarantor covenants that this Guaranty will not be fulfilled or discharged, except by the complete payment and performance of the Guaranteed Obligations, whether by the primary obligor or Guarantor under this Guaranty. Without limiting the generality of the foregoing, Guarantor’s obligations hereunder will not be released, discharged or otherwise affected by (a) any change in the Contract Documents or the obligations thereunder, or any insolvency, bankruptcy or similar proceeding affecting DB Contractor, Guarantor or their respective assets, and (b) the existence of any claim or set-off which DB Contractor event has or Guarantor may have against TxDOT, whether in connection with this Guaranty or any unrelated transaction, provided that nothing in this Guaranty will be deemed a waiver by Guarantor of any claim or prevent the assertion of any claim by separate suit. This Guaranty will in all respects be a continuing, absolute and unconditional guaranty irrespective of the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any part thereof or any instrument or agreement evidencing any of the Guaranteed Obligations or relating thereto, or the existence, validity, enforceability, perfection, or extent of any collateral therefor or any other circumstances relating to the Guaranteed Obligations, except as provided in Section 21occurred.

Unconditional Obligations. This Guaranty The liability of Guarantor is a guaranty of payment and performance and not of collection. Except as provided in Section 21direct, this Guaranty is an immediate, absolute, continuing, unconditional and irrevocable guarantee unlimited except as otherwise specified herein. The liability of Guarantor is coextensive with that of Tenant and also joint and several with Tenant. Guarantor agrees that Landlord may enforce this Guaranty without first exercising any right or remedy provided for under the Lease or applicable law and legal action may be brought against Guarantor and carried to final judgment either with or without making Tenant a party thereto. Landlord may alternatively enforce this Guaranty concurrently with, or at any time subsequent to, the exercise of any right or remedy under the Lease or applicable law, and in furtherance of the full foregoing, it is expressly understood and prompt payment agreed that Landlord’s exercise of any right or remedy under the Lease or applicable law shall not discharge Guarantor from its obligations under this Guaranty, such obligations being absolute and performance when due unconditional, and Guarantor hereby specifically waives the benefits of any statute or rule of law inconsistent with the terms hereof. Guarantor hereby waives any and all rights which Guarantor has under Section 49-25 and 49-26 of the Guaranteed ObligationsCode of Virginia, whether as amended. Landlord shall not be required to pursue any remedies it may have against Tenant or against any collateral as a condition to enforcement of this Guaranty. Guarantor shall not from time to time reduced be discharged or extinguished released by reason of the discharge or hereafter increased release of Tenant for any reason, including a discharge in Bankruptcy, receivership or incurredother proceedings, and whether a disaffirmation or not enforceable against DB Contractor. If any payment made rejection of the Lease by DB Contractor a trustee, custodian, or other representative in Bankruptcy, a stay or other enforcement restriction, or any other Person reduction, modification, impairment or limitations of the liability of Tenant or any remedy of Landlord. In the event that, pursuant to any insolvency, bankruptcy, reorganization, receivership or other debtor relief law, or any judgment, order or decision thereunder, Landlord must rescind or restore any payment, or any part thereof, received by Landlord, any prior release or discharge from the terms of this Guaranty given to Guarantor by Landlord shall be without effect, and applied to this Guaranty shall remain in full force and effect. It is the Guaranteed Obligations is at any time annulled, set aside, rescinded, invalidated, declared to intention of Tenant and Guarantor that Guarantor’s obligations hereunder shall not be fraudulent or preferential or otherwise required to be repaid or refunded, then, discharged except by Guarantor’s performance of such obligations and then only to the extent of such performance. Notwithstanding anything to the contrary contained in this Guaranty, Guarantor hereby unconditionally and irrevocably waives, releases and abrogates any and all rights it may now or hereafter have under any agreement, at law or in equity (including, without limitation, any law subrogating the Guarantor to the rights of Landlord), to assert any claim against or seek contribution, indemnification or any other form of reimbursement from Tenant or any other party liable for payment of any or repayment, all amounts due under the liability of Guarantor will be and remain in full force and effect as fully as if such Lease for any payment had never been made. Guarantor covenants that this Guaranty will not be fulfilled or discharged, except made by the complete payment and performance of the Guaranteed Obligations, whether by the primary obligor or Guarantor under this Guaranty. Without limiting the generality of the foregoing, Guarantor’s obligations hereunder will not be released, discharged or otherwise affected by (a) any change in the Contract Documents or the obligations thereunder, or any insolvency, bankruptcy or similar proceeding affecting DB Contractor, Guarantor or their respective assets, and (b) the existence of any claim or set-off which DB Contractor has or Guarantor may have against TxDOT, whether in connection with this Guaranty or any unrelated transaction, provided that nothing in this Guaranty will be deemed a waiver by Guarantor of any claim or prevent the assertion of any claim by separate suit. This Guaranty will in all respects be a continuing, absolute and unconditional guaranty irrespective of the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any part thereof or any instrument or agreement evidencing any of the Guaranteed Obligations or relating thereto, or the existence, validity, enforceability, perfection, or extent of any collateral therefor or any other circumstances relating to the Guaranteed Obligations, except as provided in Section 21otherwise.

Unconditional Obligations. This Guaranty is a guaranty of payment and performance and not of collection. Except as provided in Section 21, this Guaranty is an absolute, unconditional and irrevocable guarantee The obligations of the Standby Financer under this Agreement are in no way conditioned upon any event or contingency, or upon any attempt to enforce the Company’s or the Seller’s performance under the Agreement or any Transaction Document or any other right or remedy against the Company, the Seller or any other person or entity or to collect from the Company or the Seller through the commencement of legal proceedings or otherwise, and shall be binding upon and enforceable in full and prompt payment and performance when due of all against the Standby Financer without regard to the genuineness, regularity, validity or enforceability of the Guaranteed ObligationsAPA, any Transaction Document, or any term hereof or thereof, or lack of capacity, power or authority of any party executing this Agreement, the APA or any Transaction Document or any circumstance which might otherwise constitute a defense available to, or a discharge of, the Standby Financer in respect of their respective obligations or the obligations of the Company to pay the Fixed Consideration that are supported by this Agreement. The Standby Financer hereby waives notice of, and proof of reliance by, the Company or the Seller upon and acceptance of the Standby Financer’s obligations herein, and of nonperformance by the Company or the Seller of any of its obligations under the APA or any Transaction Document and of any other notices or demands of any kind whatsoever. The Company, on the one hand, and the Seller, on the other hand, may enter into any amendment, waiver or modification of the APA or any Transaction Document, whether or not from time such amendment, waiver or modification would in any way increase or decrease the extent of the Standby Financer’s obligations hereunder, without notice to time reduced or extinguished consent of the Standby Financer and without thereby releasing the Standby Financer hereunder or hereafter increased incurring any liability to the Standby Financer. No exercise of or incurredfailure to exercise any claims, and whether rights or not enforceable against DB Contractor. If remedies of any payment made by DB Contractor kind or nature in connection with the APA or any other Person and applied to the Guaranteed Obligations is at any time annulledTransaction Document shall affect, set asideimpair or discharge, rescinded, invalidated, declared to be fraudulent in whole or preferential or otherwise required to be repaid or refunded, then, to the extent of such payment or repaymentin part, the liability of Guarantor will the Standby Financer hereunder. No settlement, compromise, release or surrender by the Company or the Seller of any claims, rights or remedies of any kind or nature in connection with the APA or any Transaction Document shall affect, impair or discharge, in whole or in part, the liability of the Standby Financer hereunder in respect of any claims, rights or remedies (or part thereof) not expressly compromised, released or surrendered. The obligations of the Standby Financer shall not be and remain released or affected by voluntary or involuntary proceedings by or against the Company or the Seller in full force and effect bankruptcy or receivership or for reorganization or other relief under any bankruptcy, receivership or insolvency law. The Standby Financer’s obligations herein shall continue to be effective or shall be reinstated automatically, as fully the case may be, if at any time any payment, or any part thereof, by the Company is rescinded or must otherwise be returned by the Seller upon the insolvency, bankruptcy, receivership, dissolution, liquidation or reorganization of the Company or otherwise, all as if though any such payment had never not been made. Guarantor covenants that this Guaranty will not be fulfilled or discharged, except by the complete payment and performance of the Guaranteed Obligations, whether by the primary obligor or Guarantor under this Guaranty. Without limiting the generality of the foregoing, Guarantor’s obligations hereunder will not be released, discharged or otherwise affected by (a) any change in the Contract Documents or the obligations thereunder, or any insolvency, bankruptcy or similar proceeding affecting DB Contractor, Guarantor or their respective assets, and (b) the existence of any claim or set-off which DB Contractor has or Guarantor may have against TxDOT, whether in connection with this Guaranty or any unrelated transaction, provided that nothing in this Guaranty will be deemed a waiver by Guarantor of any claim or prevent the assertion of any claim by separate suit. This Guaranty will in all respects be a continuing, absolute and unconditional guaranty irrespective of the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any part thereof or any instrument or agreement evidencing any of the Guaranteed Obligations or relating thereto, or the existence, validity, enforceability, perfection, or extent of any collateral therefor or any other circumstances relating to the Guaranteed Obligations, except as provided in Section 21.

Unconditional Obligations. This Guaranty is a guaranty of payment and performance and not of collection. Except as provided in Section 21, this This Guaranty is an absolute, unconditional and irrevocable guarantee of the full and prompt payment and performance when due of all of the Guaranteed Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurredincurred and, and except as provided in the “Permitted Defenses; Contract Amendments” clause of this Guaranty, whether or not enforceable against DB the Contractor. If any payment made by DB the Contractor or any other Person and applied to the Guaranteed Obligations is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be repaid or refunded, then, to the extent of such payment or repayment, the liability of Guarantor will be and remain in full force and effect as fully as if such payment had never been made. Guarantor covenants that this Guaranty will not be fulfilled or discharged, except by the complete payment and performance of the Guaranteed Obligations, whether by the primary obligor or Guarantor under this Guaranty. Without limiting the generality of the foregoing, Guarantor’s obligations hereunder will not be released, released or discharged or otherwise affected by (a) any by: RFP No.: HSR 14-32 – REVIEW DRAFT i. Any change in the Contract Documents or the obligations thereunder, or any insolvency, bankruptcy or similar proceeding affecting DB the Contractor, Guarantor or their respective assets, and (b) the and ii. The existence of any claim or set-off which DB the Contractor has or Guarantor may have against TxDOTthe Authority, whether in connection with this Guaranty or any unrelated transaction, provided . Provided that nothing in this Guaranty will be deemed a waiver by Guarantor of any claim or prevent the assertion of any claim by separate suit. This Except as provided in the “Permitted Defenses; Contract Amendments” clause of this Guaranty, this Guaranty will in all respects be a continuing, absolute absolute, and unconditional guaranty irrespective of the following: i. The genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any part thereof or any instrument or agreement evidencing any of the Guaranteed Obligations or relating thereto, or the or ii. The existence, validity, enforceability, perfection, or extent of any collateral therefor or any other circumstances relating to the Guaranteed Obligations, except as provided in Section 21Obligations which might otherwise constitute a defense to the Guaranteed Obligations or this Guaranty.

Unconditional Obligations. This Guaranty is a guaranty of payment and performance and not of collection. Except as provided in Section 21, this Guaranty is an absolute, unconditional and irrevocable guarantee The obligation of the full Borrower to make the Loan Repayments and prompt payment all other payments required hereunder and performance when due the obligation to perform and observe the other duties, covenants, obligations and agreements on its part contained herein shall be absolute and unconditional, and shall not be abated, rebated, set-off, reduced, abrogated, terminated, waived, diminished, postponed or otherwise modified in any manner or to any extent whatsoever while any Trust Bonds remain outstanding or any Loan Repayments remain unpaid, for any reason, regardless of all any contingency, act of God, event or cause whatsoever, including (without limitation) any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, the taking by eminent domain or destruction of or damage to the Project or Environmental Infrastructure System, commercial frustration of the Guaranteed Obligationspurpose, whether or not from time to time reduced or extinguished or hereafter increased or incurred, and whether or not enforceable against DB Contractor. If any payment made by DB Contractor or any other Person and applied to the Guaranteed Obligations is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be repaid or refunded, then, to the extent of such payment or repayment, the liability of Guarantor will be and remain in full force and effect as fully as if such payment had never been made. Guarantor covenants that this Guaranty will not be fulfilled or discharged, except by the complete payment and performance of the Guaranteed Obligations, whether by the primary obligor or Guarantor under this Guaranty. Without limiting the generality of the foregoing, Guarantor’s obligations hereunder will not be released, discharged or otherwise affected by (a) any change in the Contract Documents laws of the United States of America or of the State or any political subdivision of either or in the rules or regulations of any governmental authority, any failure of the Trust or the obligations thereunderTrustee to perform and observe any agreement, whether express or implied, or any insolvencyduty, bankruptcy liability or similar proceeding affecting DB Contractorobligation arising out of or connected with the Project, Guarantor this Loan Agreement or their respective assetsthe Bond Resolution, and (b) the existence or any rights of any claim or set-off which DB Contractor has off, recoupment, abatement or Guarantor may counterclaim that the Borrower might otherwise have against TxDOTthe Trust, whether in connection with this Guaranty or any unrelated transactionthe Trustee, provided that nothing in this Guaranty will be deemed a waiver by Guarantor of any claim or prevent the assertion of any claim by separate suit. This Guaranty will in all respects be a continuing, absolute and unconditional guaranty irrespective of the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any part thereof or any instrument or agreement evidencing any of the Guaranteed Obligations or relating thereto, or the existence, validity, enforceability, perfection, or extent of any collateral therefor Loan Servicer or any other circumstances relating party or parties; provided, however, that payments hereunder shall not constitute a waiver of any such rights. The Borrower shall not be obligated to make any payments required to be made by any other Borrowers under separate Loan Agreements or the Bond Resolution. The Borrower acknowledges that payment of the Trust Bonds by the Trust, including payment from moneys drawn by the Trustee from the Debt Service Reserve Fund, does not constitute payment of the amounts due under this Loan Agreement and the Borrower Bond. If at any time the amount in the Debt Service Reserve Fund shall be less than the Debt Service Reserve Requirement as the result of any transfer of moneys from the Debt Service Reserve Fund to the Guaranteed ObligationsDebt Service Fund (as all such terms are defined in the Bond Resolution) as the result of a failure by the Borrower to make any Trust Bond Loan Repayments required hereunder, except the Borrower agrees to replenish (i) such moneys so transferred and (ii) any deficiency arising from losses incurred in making such transfer as provided the result of the liquidation by the Trust of Investment Securities (as defined in Section 21the Bond Resolution) acquired as an investment of moneys in the Debt Service Reserve Fund, by making payments to the Trust in equal monthly installments for the lesser of six (6) months or the remaining term of the Loan at an interest rate to be determined by the Trust necessary to make up any loss caused by such deficiency. The Borrower acknowledges that payment of the Trust Bonds from moneys that were originally received by the Loan Servicer from repayments by the Borrowers of loans made to the Borrowers by the State, acting by and through the New Jersey Department of Environmental Protection, pursuant to loan agreements dated as of November 1, 1998 by and between the Borrowers and the State, acting by and through the New Jersey Department of Environmental Protection, to finance or refinance a portion of the cost of the Environmental Infrastructure Facilities of the Borrowers, and which moneys were upon such receipt by the Loan Servicer deposited in the Trust Bonds Security Account (as defined in the Bond Resolution), does not constitute payment of the amounts due under this Loan Agreement and the Borrower Bond.

Unconditional Obligations. (a) Each Borrower will pay all Secured Obligations strictly in accordance with the terms of the Loan Documents. (b) Each Borrower agrees that it is jointly and severally, directly, and primarily liable to the Secured Parties for payment in full of the Indebtedness and that such liability is independent of the duties, obligations and liabilities of each Borrower. This Guaranty is Agreement, the Notes and each other Loan Document are a guaranty primary and original obligation of each Borrower, are not the creation of a surety relationship, and are an absolute, unconditional, and continuing promise of payment and performance and not of collection. Except as provided in Section 21, this Guaranty is an absolute, unconditional and irrevocable guarantee of the full and prompt payment and performance when due of all of the Guaranteed Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurred, and whether or not enforceable against DB Contractor. If any payment made by DB Contractor or any other Person and applied to the Guaranteed Obligations is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be repaid or refunded, then, to the extent of such payment or repayment, the liability of Guarantor will be and which shall remain in full force and effect as fully as if without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the Loan Documents. (c) The liability of each Borrower under this Agreement and each other Loan Document to which such payment had never been made. Guarantor covenants that this Guaranty will Borrower is a party shall not be fulfilled affected by: (i) any voluntary or dischargedinvoluntary liquidation, except by dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the complete payment and performance benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Loan Party or any Subsidiary thereof; (ii) any other proceeding involving any Loan Party or any Subsidiary thereof or any asset of any Loan Party or any Subsidiary thereof under any Debtor Relief Law; or (iii) any discharge, impairment, modification, release, or limitation of the Guaranteed Obligationsliability of, whether by or stay of actions or lien enforcement proceeding against, any Loan Party or any Subsidiary thereof or any property of any Loan Party or any Subsidiary thereof, or the primary obligor estate in bankruptcy of any Loan Party or Guarantor under this Guaranty. Without limiting the generality of the foregoing, Guarantor’s obligations hereunder will not be released, discharged or otherwise affected by (a) any change Subsidiary thereof in the Contract Documents course of or the obligations thereunderresulting from any such proceeding. (d) No action that Administrative Agent or any other Secured Party may take or omit to take in connection with any Loan Document, any Secured Obligation (or any other Indebtedness owing by any Borrower to any Secured Party), or any insolvency, bankruptcy or similar proceeding affecting DB Contractor, Guarantor or their respective assetscollateral security, and (b) the existence no course of dealing between any Secured Party and any Borrower or any other Person, shall release or diminish Borrower’s Secured Obligations, liabilities, agreements or duties hereunder, affect this Agreement or any other Loan Document to which such Borrower is a party, or afford any Borrower any recourse against any Secured Party, regardless of whether any such action or inaction may increase any risk to or liability of any claim or set-off which DB Contractor has or Guarantor may have against TxDOTSecured Party, whether in connection with this Guaranty the Borrowers, any other Loan Party or any unrelated transaction, provided that nothing in this Guaranty will be deemed a waiver by Guarantor of any claim or prevent the assertion of any claim by separate suit. This Guaranty will in all respects be a continuing, absolute and unconditional guaranty irrespective of the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any part Subsidiary thereof or increase any instrument risk to or agreement evidencing diminish any of the Guaranteed Obligations or relating thereto, or the existence, validity, enforceability, perfection, or extent safeguard of any collateral therefor security. (e) The Administrative Agent may enforce this Agreement, the Notes and the other Loan Documents independently as to each Borrower and it shall not be necessary for Administrative Agent to marshal assets in favor of any Borrower or any other circumstances relating Person or to proceed upon or against or exhaust any security or remedy before proceeding to enforce this Agreement, the Guaranteed ObligationsNotes and the other Loan Documents. Each Borrower expressly waives any right to require Administrative Agent to marshal assets in favor of any Borrower or any other Person or to proceed against any other Borrower or any Collateral provided by any Person, except and agrees that Administrative Agent, on behalf of the Secured Parties, may proceed against Borrowers or any Collateral in such order as provided it shall determine in Section 21its sole and absolute discretion.

Unconditional Obligations. This Guaranty is a guaranty of payment and performance and not of collection. Except as provided in Section 21, this Guaranty is an absolute, unconditional and irrevocable guarantee of the full and prompt payment and performance when due of all of the Guaranteed Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurred, and whether or not enforceable against DB Contractor. If any payment made by DB Contractor or any other Person and applied to the Guaranteed Obligations is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be repaid or refunded, then, to the extent of such payment or repayment, the liability of Guarantor will be and remain in full force and effect as fully as if such payment had never been made. Guarantor covenants that this Guaranty will not be fulfilled or discharged, except by the complete payment and performance of the Guaranteed Obligations, whether by the primary obligor or Guarantor under this Guaranty. Without limiting the generality of the foregoing, Guarantor’s obligations hereunder will not be released, discharged or otherwise affected by by: (a) any change in the Contract CMC Documents or the obligations thereunder, or any insolvency, bankruptcy or similar proceeding affecting DB Contractor, Guarantor or their respective assets, and (b) the existence of any claim or set-off which DB Contractor has or Guarantor may have against TxDOT, whether in connection with this Guaranty or any unrelated transaction, provided that nothing in this Guaranty will be deemed a waiver by Guarantor of any claim or prevent the assertion of any claim by separate suit. This Guaranty will in all respects be a continuing, absolute absolute, and unconditional guaranty irrespective of the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any part thereof or any instrument or agreement evidencing any of the Guaranteed Obligations or Texas Department of Transportation EXHIBIT 6 Request for Proposals [Addendum #/Final] [Date] Ex. 6 – Form of Guaranty Version 7.0 – November 2024 relating thereto, or the existence, validity, enforceability, perfection, or extent of any collateral therefor or any other circumstances relating to the Guaranteed Obligations, except as provided in Section 21.

Unconditional Obligations. This Guaranty is a guaranty of payment and performance and not of collection. Except as provided in Section 21, this Guaranty is an absolute, unconditional and irrevocable guarantee of the full and prompt payment and performance when due of all of the Guaranteed Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurred, and whether or not enforceable against DB Contractor. If any payment made by DB Contractor or any other Person and applied to the Guaranteed Obligations is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be repaid or refunded, then, to the extent of such payment or repayment, the liability of Guarantor will be and remain in full force and effect as fully as if such payment had never been made. Guarantor covenants that this Guaranty will not be fulfilled or discharged, except by the complete payment and performance of the Guaranteed Obligations, whether by the primary obligor or Guarantor under this Guaranty. Without limiting the generality of the foregoing, Guarantor’s obligations hereunder will not be released, discharged or otherwise affected by by: (a) any change in the Contract CMC Documents or the obligations thereunder, or any insolvency, bankruptcy or similar proceeding affecting DB Contractor, Guarantor or their respective assets, and (b) the existence of any claim or set-off which DB Contractor has or Guarantor may have against TxDOT, whether in connection with this Guaranty or any unrelated transaction, provided that nothing in this Guaranty will be deemed a waiver by Guarantor of any claim or prevent the assertion of any claim by separate suit. This Guaranty will in all respects be a continuing, absolute absolute, and unconditional guaranty irrespective of the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any part thereof or any instrument or agreement evidencing any of the Guaranteed Obligations or relating thereto, or the existence, validity, DocuSign Envelope ID: 05C1F150-2AD5-4643-82AF-864EEA18D456 enforceability, perfection, or extent of any collateral therefor or any other circumstances relating to the Guaranteed Obligations, except as provided in Section 21.

Unconditional Obligations. This Guaranty is a guaranty of payment and performance and not of collection. Except as provided in Section 21, this Guaranty collection and is an absolute, unconditional and irrevocable guarantee of the full and prompt payment and performance when due of all of the Guaranteed Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurred, and whether or not enforceable against DB Contractorrecovery may be, or hereafter may become, barred by any statute of limitations or otherwise. If any payment made by DB Contractor Seller or any other Person and applied to the Guaranteed Obligations is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be repaid or refundedrefunded for any reason, including bankruptcy, insolvency, or reorganization, then, to the extent of such payment or repayment, the liability of Guarantor will continue to be and remain in full force and effect (or be reinstated, if applicable) as fully as if such payment had never been made. Guarantor covenants that this Guaranty will not be fulfilled or discharged, except by the complete payment and performance of the Guaranteed Obligations, whether by the primary obligor or Guarantor under this Guaranty. Without limiting the generality of the foregoing, Guarantor’s 's obligations hereunder will not be released, discharged or otherwise affected by the following: (a) any change in the Contract Documents Purchase Agreement or the obligations of Seller thereunder, or any insolvency, bankruptcy or similar proceeding affecting DB ContractorSeller or its assets or any defense that may arise in such insolvency, Guarantor bankruptcy or their respective assets, and similar proceeding; (b) the existence of any claim or set-off which DB Contractor that seller has or that Guarantor may have against TxDOTBuyer, whether in connection with this Guaranty or any unrelated transaction, provided that nothing in this Guaranty will be deemed a waiver by Guarantor of any claim or prevent the assertion of any claim by separate suit; (c) any law now or hereinafter in effect in any jurisdiction affecting any of the terms of the Purchase Agreement or the rights of Buyer with respect thereto; (d) any change in the corporate existence, structure or ownership of Guarantor or Seller or any assignment by Seller of its rights or obligations under the Purchase Agreement; (e) the existence of any default, breach, or dissolution in connection with the Purchase Agreement; (f) the existence of any release or amendment or waiver of or consent to departure from any other guaranty for all or any of the Guaranteed Obligations; (g) any exchange of, release of or non-perfection of any interest in any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the obligations of Seller; and (h) any other act, omission to act, delay of any kind by any party hereto or any other Person, or any circumstance whatsoever that might, but for the provisions of this Section, constitute a legal or equitable discharge of the obligations of Guarantor hereunder. This Guaranty will in all respects be a continuing, absolute absolute, and unconditional guaranty irrespective of the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any part thereof or any instrument or agreement evidencing any of the Guaranteed Obligations or ore relating thereto, or the existence, validity, enforceability, perfection, or extent of any collateral therefor or any other circumstances relating to the Guaranteed Obligations, except as provided in Section 21Obligations which might otherwise constitute a defense to the Guaranteed Obligations or this Guaranty.

Unconditional Obligations. This Guaranty is a (a) The Note Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guaranty of payment and performance and not of collectionby the Subsidiary Guarantors. Except as provided in Section 21, this Guaranty is an absolute, unconditional and irrevocable guarantee All dealings between any of the Borrower Entities and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Article XI. (b) The obligations of each Subsidiary Guarantor under this Article XI are independent of any obligations of the Borrower and any other Subsidiary Guarantor under the Financing Documents, and an action may be brought and prosecuted against each Subsidiary Guarantor to enforce its obligations hereunder, irrespective of whether any action is brought against the Borrower or any other Subsidiary Guarantor or whether the Borrower or any other Subsidiary Guarantor are joined in any such action or actions. The liability of each Subsidiary Guarantor hereunder shall be irrevocable, absolute and unconditional irrespective of, and each Subsidiary Guarantor hereby irrevocably waives, any circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than satisfaction in full of the Note Obligations. In furtherance of the foregoing and prompt payment and performance when due of without limiting the generality thereof, each Subsidiary Guarantor agrees to waive defenses it may now or hereafter have in any way relating to, any or all of the Guaranteed following: (i) any lack of validity or enforceability of the Note Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurred, and whether or not enforceable against DB Contractor. If any payment made by DB Contractor Financing Document or any agreement or instrument relating thereto; (ii) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of or consent to departure from any other Person and applied to guaranty, any Financing Document, or any of the Guaranteed Obligations is at Note Obligations, without notice or demand; (iii) any time annulledmanner of application of collateral, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be repaid or refunded, thenproceeds thereof, to all or any of the extent Note Obligations, or any manner of such payment sale or repaymentother disposition of any collateral for all or any of the Note Obligations; (iv) any change or corporate restructuring of any Subsidiary Guarantor, the liability Borrower or any of Guarantor will be and remain in full force and effect as fully as if such payment had never been made. Guarantor covenants that this Guaranty will not be fulfilled or discharged, except by the complete payment and performance of the Guaranteed Obligations, whether by the primary obligor or Guarantor under this Guaranty. Without limiting the generality of the foregoing, Guarantor’s obligations hereunder will not be released, discharged or otherwise affected by its Subsidiaries; (av) any change in the Contract Documents time, manner or place of payment of, or in any other term of, all or any of the Note Obligations or any amendment, release, discharge, substitution or waiver of any Financing Document or any of the Note Obligations; (vi) the acceptance of any other guaranties or security for any of the Note Obligations; (vii) the payment by any other Person of a portion, but not all, of the Note Obligations; or (viii) any duty on the part of any Secured Party to disclose any matter, fact or thing relating to the business, operations or financial or other condition of the Borrower or any other Subsidiary Guarantor now known or hereafter known by such Person; (ix) any disability or other defense of the Borrower or any other Subsidiary Guarantor, any other co-obligor, guarantor, insurer or any other Person (other than resulting from the full, irrevocable and indefeasible performance or payment of the relevant obligations thereunderin accordance with their terms); and (x) any action or failure to act in any manner referred to herein which may deprive such Subsidiary Guarantor of its rights to subrogation against the Borrower to recover full indemnity for any payments or performances made pursuant hereto or of its right to contribution against any other Person. (c) Each Subsidiary Guarantor further irrevocably waives, and agrees not to assert in any suit, action or other legal proceeding relating hereto, to the fullest extent permitted by Applicable Law: (i) all defenses and allegations based on or arising out of any contradiction or incompatibility among the Note Obligations and any other obligation of the Borrower, (ii) unless and until the Note Obligations have been performed, paid, satisfied or discharged in full in accordance with the terms hereof, any right to enforce any remedy which any Secured Party now has or may in the future have against the Borrower, any other Subsidiary Guarantor, any other co-obligor, guarantor or insurer or any other Person, (iii) any benefit of, or any right to participate in, any other guarantee or insurance whatsoever now or in the future held by any Secured Party and (iv) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder. Each Subsidiary Guarantor further agrees that any payment of any Note Obligation to any Secured Party or other act which shall toll any statute of limitations applicable to the Note Obligations shall also operate to toll such statute of limitations applicable to such Subsidiary Guarantor’s liability hereunder. (d) This obligations of the Subsidiary Guarantors shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Note Obligations is rescinded or must otherwise be returned by the Secured Parties or any other Person upon the insolvency, bankruptcy or similar proceeding affecting DB Contractor, Guarantor or their respective assets, and (b) the existence reorganization of any of the Borrower or otherwise, all as though such payment had not been made and, in such event, the Subsidiary Guarantors will promptly pay to the Secured Parties or such other Person an amount equal to any such payment that has been rescinded or returned. The provisions of this Section 11.03 will survive any release or termination of the Subsidiary Guarantor’s obligations under this Article XI. If and to the extent that any Subsidiary Guarantor makes any payment to the Secured Parties or to any other Person pursuant to or in respect of this Article XI, any claim or set-off which DB Contractor has or such Subsidiary Guarantor may have against TxDOTthe Borrower by reason thereof shall be subject and subordinate to the prior payment in full, whether in connection with this Guaranty or any unrelated transactioncash, provided that nothing in this Guaranty will be deemed a waiver by Guarantor of any claim or prevent the assertion of any claim by separate suit. This Guaranty will in all respects be a continuing, absolute and unconditional guaranty irrespective of the genuineness, validity, regularity or enforceability Note Obligations that require the payment of the Guaranteed Obligations or any part thereof or any instrument or agreement evidencing any of the Guaranteed Obligations or relating thereto, or the existence, validity, enforceability, perfection, or extent of any collateral therefor or any other circumstances relating to the Guaranteed Obligations, except as provided in Section 21money.

Unconditional Obligations. This Guaranty is a guaranty of payment and performance and not of collection. Except as provided in Section 21, The Guarantor's Obligations under this Subsidiary Guaranty is an absolute, shall be absolute and unconditional and irrevocable guarantee irrespective of the full and prompt payment and performance when due of all validity, legality or enforceability of the Guaranteed Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurredNotes, and whether or shall not enforceable against DB Contractor. If be affected by any payment made by DB Contractor action taken under the Notes or any other Person agreement between the Lender and applied the Company or any other person, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Liabilities, or any transfer or disposition of any assets of the Company or by any extension or renewal of the Notes, in whole or in part, or by any modification, alteration, amendment or addition of or to the Guaranteed Notes, or any other agreement between the Lender and the Company or any other person, or by any other circumstance whatsoever (with or without notice to or knowledge of the Guarantor) which may or might in any manner or to any extent vary the risks of the Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or guarantor; it being the purpose and intent of the parties hereto that this Subsidiary Guaranty and the Guarantor's Obligations is at hereunder shall be absolute and unconditional under any time annulled, set aside, rescinded, invalidated, declared to and all circumstances and shall not be fraudulent or preferential or otherwise required to be repaid or refunded, then, to the extent of such discharged except by payment or repayment, the liability of Guarantor will be and remain as herein provided. This Subsidiary Guaranty shall continue in full force and effect as fully and Lender may continue to act in reliance thereon notwithstanding the termination or revocation of any other guaranty of Liability, the death, disability, incompetence or incapacity of the Guarantor, and shall be binding upon Guarantor and Guarantor's estate and the personal representatives, heirs and successors and assigns of Guarantor, who shall, nevertheless, remain liable with respect to Obligations and any renewals or extensions thereof or liabilities arising out of same, and the Lender shall have all the rights herein provided for as if no such payment had never been made. Guarantor covenants that this Guaranty will not be fulfilled or discharged, except by the complete payment and performance of the Guaranteed Obligations, whether by the primary obligor or Guarantor under this Guaranty. Without limiting the generality of the foregoing, Guarantor’s obligations hereunder will not be released, discharged or otherwise affected by (a) any change in the Contract Documents or the obligations thereunder, or any insolvency, bankruptcy or similar proceeding affecting DB Contractor, Guarantor or their respective assets, and (b) the existence of any claim or set-off which DB Contractor event has or Guarantor may have against TxDOT, whether in connection with this Guaranty or any unrelated transaction, provided that nothing in this Guaranty will be deemed a waiver by Guarantor of any claim or prevent the assertion of any claim by separate suit. This Guaranty will in all respects be a continuing, absolute and unconditional guaranty irrespective of the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any part thereof or any instrument or agreement evidencing any of the Guaranteed Obligations or relating thereto, or the existence, validity, enforceability, perfection, or extent of any collateral therefor or any other circumstances relating to the Guaranteed Obligations, except as provided in Section 21occurred.

Unconditional Obligations. This Guaranty is a (a) The Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guaranty by the Guarantors. All dealings between any Borrower Entity and the Secured Parties shall be conclusively presumed to have been had or consummated in reliance upon this Article III (Sponsor Guarantees). (b) (i) The obligations of payment and performance and not each Guarantor under this Article III (Sponsor Guarantees) are independent of collection. Except as provided in Section 21, this Guaranty is an absolute, unconditional and irrevocable guarantee any other obligations of the Guarantors and any Borrower Entity under the Financing Documents, and an action may be brought and prosecuted against any Guarantor to enforce the Guaranteed Obligations hereunder, irrespective of whether any action is brought against any other Borrower Entity or whether any other Borrower Entity is joined in any such action or actions, and (ii) the applicable Guarantor shall be responsible for paying all costs and expenses (including attorney’s fees and expenses) incurred by the Secured Parties in any such enforcement of such Guarantor’s Sponsor Guarantee. (c) Subject to Section 3.01(a) (Sponsor Guarantee) (in the case of Ford) and Section 3.01(b) (Sponsor Guarantee) (in the case of the SK Guarantors), the liability of each Guarantor hereunder shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, any circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than satisfaction in full of the Guaranteed Obligations. In furtherance of the foregoing and prompt payment and performance when due without limiting the generality thereof, each Guarantor agrees to waive defenses or counterclaims of any nature or description that it may now or hereafter have in any way relating to the Guaranteed Obligations, including, without limitation, defenses or counterclaims in any way relating to any or all of the following: (i) any lack of validity or enforceability of the Guaranteed Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurred, and whether or not enforceable against DB Contractor. If any payment made by DB Contractor Financing Document or any agreement or instrument relating thereto; (ii) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of or consent to departure from any other Person and applied to the Guaranteed Obligations is at guaranty, any time annulledFinancing Document, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be repaid or refunded, then, to the extent of such payment or repayment, the liability of Guarantor will be and remain in full force and effect as fully as if such payment had never been made. Guarantor covenants that this Guaranty will not be fulfilled or discharged, except by the complete payment and performance any of the Guaranteed Obligations, whether by the primary obligor without notice or Guarantor under this Guaranty. Without limiting the generality demand; (iii) any manner of application of collateral, or proceeds thereof, to all or any of the foregoingGuaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations (other than a defense of payment or performance); (iv) any change or corporate restructuring of such Guarantor’s obligations hereunder will not be released, discharged any other Borrower Entity or otherwise affected by any of their respective Subsidiaries; (av) any change in the Contract Documents time, manner or the obligations thereunderplace of payment of, or in any insolvencyother term of, bankruptcy or similar proceeding affecting DB Contractor, Guarantor or their respective assets, and (b) the existence of any claim or set-off which DB Contractor has or Guarantor may have against TxDOT, whether in connection with this Guaranty all or any unrelated transaction, provided that nothing in this Guaranty will be deemed a waiver by Guarantor of any claim or prevent the assertion of any claim by separate suit. This Guaranty will in all respects be a continuing, absolute and unconditional guaranty irrespective of the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any part thereof amendment, release, discharge, substitution, or waiver of any Financing Document or any instrument of the Guaranteed Obligations; (vi) the acceptance of any other guaranties or agreement evidencing security for any of the Guaranteed Obligations; (vii) the payment by any other Person of a portion, but not all, of the Guaranteed Obligations (other than a defense of payment or performance with respect to such portion of the Guaranteed Obligations); (viii) any duty on the part of any Secured Party to disclose any matter, fact or thing relating to the business, operations or financial or other condition of any Borrower Entity now known or hereafter known by such Person; (ix) any disability or related defense of any Borrower Entity, any other co-obligor, guarantor, insurer, or any other Person; and (x) any action or failure to act in any manner referred to herein which may deprive the Guarantor of its rights to subrogation against any other Borrower Entity to recover full indemnity for any payments or performances made pursuant hereto or of its right to contribution against any other Person. (d) Each Guarantor further irrevocably waives, and agrees not to assert in any suit, action or other legal proceeding relating hereto, to the fullest extent permitted by Applicable Law: (i) all defenses, counterclaims and allegations based on or arising out of any contradiction or incompatibility among the Guaranteed Obligations and any other obligation of such Guarantor or any other Borrower Entity; (ii) unless and until the Guaranteed Obligations have been performed, paid, satisfied, or discharged in full in accordance with the terms hereof, any right to enforce any remedy which any Secured Party now has or may in the future have against the Borrower or any other Borrower Entity, any other co-obligor, guarantor or insurer, or any other Person; and (iii) any benefit of, or any right to participate in, any other guarantee or insurance whatsoever now or in the future held by any Secured Party. (e) Each Guarantor agrees that the Secured Parties’ books and records showing the account between the Secured Parties and the Borrower shall be admissible in any action or proceeding and shall be binding upon each Guarantor for the purposes of establishing the information set forth therein and constitute conclusive proof thereof, absent manifest error. (f) The obligations of each Guarantor hereunder shall continue to be effective or be reinstated, as the case may be, if at any time (i) any payment of any of the Guaranteed Obligations is rescinded or relating thereto, or must otherwise be returned by the existence, validity, enforceability, perfection, or extent of any collateral therefor Secured Parties or any other circumstances relating Person upon the insolvency, bankruptcy, rehabilitation or reorganization of any Borrower Entity or otherwise, all as though such payment had not been made or (ii) any Indemnified Liability arises or any Indemnity Claim is made after a Guarantor is released pursuant to Section 3.02(b)(ii) (Nature of Guaranty), and, in any such event, each Guarantor will promptly pay to the Secured Parties or such other Person an amount equal to any such payment that has been rescinded or returned or to any Indemnified Party the amount of any Indemnity Claim. The provisions of this clause (f) will survive any release or termination of each Guarantor’s obligations under this Article III (Sponsor Guarantees) and termination of this Agreement. If and to the extent that a Guarantor makes any payment to the Secured Parties or to any other Person pursuant to or in respect of this Article III (Sponsor Guarantees), any claim which such Guarantor may have against the Borrower by reason thereof shall be subject and subordinate to the prior payment in full, in cash, of the Guaranteed Obligations. (g) The obligations of each Guarantor hereunder shall not be affected by any of the following: (i) the illegality, invalidity or unenforceability of the Guaranteed Obligations, except (ii) any fraudulent, illegal or improper act by the Borrower or any Borrower Entity, (iii) any other defense of the Borrower, the Guarantors or any other Person obligated to the Secured Parties as provided in Section 21a consequence of transactions with the Borrower (other than a defense of payment or performance), or (iv) the invalidation, by operation of law or otherwise, of all or any part of the Guaranteed Obligations, including, without limitation, to any interest accruable on the Guaranteed Obligations during the pendency of any bankruptcy or receivership of the Borrower.

Unconditional Obligations. This Guaranty is a guaranty of payment and performance and not of collection. Except as provided in Section 21, this Guaranty collection and is an absolute, unconditional unconditiona l and irrevocable guarantee of the full and prompt payment and performance when due of all of the Guaranteed Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurred, and ; whether or not recovery may be, or hereafter may become, barred by any statute of limitations or otherwise; provided, however, that this Guaranty shall not be enforceable against DB Guarantor to the extent (and only to the extent) it is determined or has been determined not to be enforceable either by an arbitrator pursuant to the Dispute Resolution Provision in the Agreement (the “Dispute Resolution Provision”) or by a court of competent jurisdiction that the Guaranteed Obligations are not enforceable against Contractor. If any payment made by DB Contractor or any other Person and applied to the Guaranteed Obligations is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be repaid or refunded, then, to the extent of such payment or repayment, the liability of Guarantor will be and remain in full force and effect as fully as if such payment had never been made. Guarantor covenants that this Guaranty will not be fulfilled or discharged, except by the complete payment and performance of the Guaranteed Obligations, whether by the primary obligor or Guarantor under this Guaranty. Without limiting the generality of the foregoing, Guarantor’s obligations hereunder will not be released, discharged or otherwise affected by (a) any change in the Contract Documents Agreement or the obligations thereunder, or any insolvency, bankruptcy or similar proceeding affecting DB Contractor, Guarantor or their respective assets, ; and (b) the existence of any claim or set-off which DB Contractor has or Guarantor may have against TxDOTCounty, whether in connection with this Guaranty or any unrelated transaction, except and only to the extent any claim or set-off is actually allowed either by an arbitrator pursuant to the Dispute Resolution Provision or by a court of competent jurisdiction, provided that nothing in this Guaranty will be deemed a waiver by Guarantor of any claim or prevent the assertion of any claim by separate suit. This Guaranty will in all respects be a continuing, absolute absolute, and unconditional unconditiona l guaranty irrespective of the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any part thereof or any instrument or agreement evidencing any of the Guaranteed Obligations or relating thereto, or the existence, validity, enforceability, perfection, or extent of any collateral therefor or any other circumstances relating to the Guaranteed ObligationsObligations which might otherwise constitute a defense to the Guaranteed Obligations or this Guaranty, except as provided in Section 21and only to the extent such defenses are adjudicated or have been adjudicated either by an arbitrator pursuant to the Dispute Resolution Provision or by a court of competent jurisdiction.

Unconditional Obligations. This Guaranty is a guaranty primary obligation of Guarantors and is an unconditional, absolute, present and continuing obligation and guarantee of payment and performance (and not merely of collection. Except as provided in Section 21, ) and the validity and enforceability of this Guaranty is an absolute, shall be absolute and unconditional and irrevocable guarantee shall not be impaired, affected or in any way conditioned or contingent upon, nor subject to any reduction, limitation, impairment, termination, defense (other than the defense of the full and prompt prior payment and performance when due of or performance), offset, counterclaim or recoupment whatsoever (all of the Guaranteed Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurred, and whether or not enforceable against DB Contractor. If any payment made which are hereby expressly waived by DB Contractor or any other Person and applied to the Guaranteed Obligations is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be repaid or refunded, then, to the extent Guarantors) irrespective of such payment or repayment, the liability of Guarantor will be and remain in full force and effect as fully as if such payment had never been made. Guarantor covenants that this Guaranty will not be fulfilled or discharged, except by the complete payment and performance of the Guaranteed Obligations, whether by the primary obligor or Guarantor under this Guaranty. Without limiting the generality of the foregoing, Guarantor’s obligations hereunder will not be released, discharged or otherwise affected by (a) any change in the Contract Documents making of a demand, the institution of suit or the obligations thereundertaking of any other action to enforce performance, or any insolvencyobservance by Borrower or Remainderman of the Obligations, bankruptcy or similar proceeding affecting DB Contractor, Guarantor or their respective assets, and (b) the existence of any claim or set-off which DB Contractor has or Guarantor may have against TxDOT, whether in connection with this Guaranty or any unrelated transaction, provided that nothing in this Guaranty will be deemed a waiver by Guarantor of any claim or prevent the assertion of any claim by separate suit. This Guaranty will in all respects be a continuing, absolute and unconditional guaranty irrespective of the genuineness, validity, regularity or enforceability of any Operative Document or any of the Guaranteed Obligations or any part thereof collateral security, other guarantee, if any, or credit support therefor or right to offset with respect thereto at any time or from time to time held by the Beneficiary, (c) any defense, set-off or counterclaim (other than the defense of prior payment or performance) that may at any time be available to or be asserted by Borrower, Remainderman or any instrument Guarantor against the Beneficiary, (d) any attempt to collect from Borrower or agreement evidencing any of the Guaranteed Obligations or relating thereto, or the existence, validity, enforceability, perfection, or extent of any collateral therefor Remainderman or any other entity or to perfect or enforce any security or (e) upon any other action, occurrence or circumstances relating whatsoever which might otherwise constitute a defense available to, or discharge of, a guarantor or surety of any type. This Guaranty may not be revoked by any Guarantor and shall continue to be effective with respect to any Obligations arising or created after any attempted revocation by any Guarantor and after (if a Guarantor is a natural person) such Guarantor's death (in which event this Guaranty shall be binding upon such Guarantor's estate and such Guarantor's legal representatives and heirs). Each Guarantor waives any requirement that the Beneficiary shall have instituted any suit, action or proceeding or exhausted their remedies or taken any steps to enforce any rights against Borrower or Remainderman or any other Person (including, without limitation, any other Guarantor) or entity to compel any such performance or to collect all or any part of such amount pursuant to the Guaranteed provisions of the Operative Documents or at law or in equity, or otherwise, and regardless of any other condition or contingency. Beneficiary shall not be required to mitigate damages, or take any other action to reduce the Obligations, except as provided in Section 21.

Unconditional Obligations. This Guaranty is a guaranty of payment and performance and not of collection. Except as provided in Section 21, this Guaranty is an absolute, unconditional and irrevocable guarantee of the full and prompt payment and performance when due of all of the Guaranteed Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurred, and whether or not enforceable against DB Contractor. If any payment made by DB Contractor or any other Person and applied to the Guaranteed Obligations is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be repaid or refunded, then, to the extent of such payment or repayment, the liability of Guarantor will be and remain in full force and effect as fully as if such payment had never been made. Guarantor covenants that this Guaranty will not be fulfilled or discharged, except by the complete payment and performance of the Guaranteed Obligations, whether by the primary obligor or Guarantor under this Guaranty. Without limiting the generality of the foregoing, Guarantor’s obligations hereunder will not be released, discharged or otherwise affected by (a) any change in the Contract Documents or the obligations thereunder, or any insolvency, bankruptcy or similar proceeding affecting DB Contractor, Guarantor or their respective assets, and (b) the existence of any claim or set-off which DB Contractor has or Guarantor may have against TxDOT, whether in connection with this Guaranty or any unrelated transaction, provided that nothing in this Guaranty will be deemed a waiver by Guarantor of any claim or prevent the assertion of any claim by separate suit. This Guaranty will in all respects be a continuing, absolute and unconditional guaranty irrespective of the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any part thereof or any instrument or agreement evidencing any of the Guaranteed Obligations or relating thereto, or the existence, DocuSign Envelope ID: 05C1F150-2AD5-4643-82AF-864EEA18D456 validity, enforceability, perfection, or extent of any collateral therefor or any other circumstances relating to the Guaranteed Obligations, except as provided in Section 21.

Unconditional Obligations. This Guaranty is a guaranty of payment and performance and not of collection. Except as provided in Section 21, this This Guaranty is an absolute, unconditional and irrevocable guarantee of the full and prompt payment and performance when due of all of the Guaranteed Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurredincurred and, and except as provided in the “Permitted Defenses; Contract Amendments” clause of this Guaranty, whether or not enforceable against DB Contractor. If any payment made by DB Contractor or any other Person and applied to the Guaranteed Obligations is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be repaid or refunded, then, to the extent of such payment or repayment, the liability of Guarantor will be and remain in full force and effect as fully as if such payment had never been made. Guarantor covenants that this Guaranty will not be fulfilled or discharged, except by the complete payment and performance of the Guaranteed Obligations, whether by the primary obligor or Guarantor under this Guaranty. Without limiting the generality of the foregoing, Guarantor’s obligations hereunder will not be released, discharged or otherwise affected by (a) any , i. Any change in the Contract Documents or the obligations thereunder, or any insolvency, bankruptcy or similar proceeding affecting DB Contractor, Guarantor or their respective assets, and (b) the and ii. The existence of any claim or set-off which DB Contractor has or Guarantor may have against TxDOTAuthority, whether in connection with this Guaranty or any unrelated transaction, provided . Provided that nothing in this Guaranty will be deemed to be a waiver by Guarantor of any claim or prevent the assertion of any claim by separate suit. This Except as provided in the “Permitted Defenses; Contract Amendments” clause of this Guaranty, this Guaranty will in all respects be a continuing, absolute absolute, and unconditional guaranty irrespective of the following: i. The genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any part thereof or any instrument or agreement evidencing any of the Guaranteed Obligations or relating thereto, or the or ii. The existence, validity, enforceability, perfection, or extent of any collateral therefor or any other circumstances relating to the Guaranteed Obligations, except as provided in Section 21Obligations which might otherwise constitute a defense to the Guaranteed Obligations or this Guaranty.

Unconditional Obligations. This Guaranty is a guaranty of payment and performance and not of collection. Except as provided in Section 21, this This Guaranty is an absolute, unconditional and irrevocable guarantee of the full and prompt payment and performance when due of all of the Guaranteed Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurredincurred and, and except as provided in the “Permitted Defenses; Contract Amendments” clause of this Guaranty, whether or not enforceable against DB the Contractor. If any payment made by DB the Contractor or any other Person and applied to the Guaranteed Obligations is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be repaid or refunded, then, to the extent of such payment or repayment, the liability of Guarantor will be and remain in full force and effect as fully as if such payment had never been made. Guarantor covenants that this Guaranty will not be fulfilled or discharged, except by the complete payment and performance of the Guaranteed Obligations, whether by the primary obligor or Guarantor under this Guaranty. Without limiting the generality of the foregoing, Guarantor’s obligations hereunder will not be released, released or discharged or otherwise affected by (a) any by: - Any change in the Contract Documents or the obligations thereunder, or any insolvency, bankruptcy or similar proceeding affecting DB the Contractor, Guarantor or their respective assets, and (b) the - The existence of any claim or set-off which DB the Contractor has or Guarantor may have against TxDOTthe Authority, whether in connection with this Guaranty or any unrelated transaction, provided . Provided that nothing in this Guaranty will be deemed a waiver by Guarantor of any claim or prevent the assertion of any claim by separate suit. This Except as provided in the “Permitted Defenses; Contract Amendments” clause of this Guaranty, this Guaranty will in all respects be a continuing, absolute absolute, and unconditional guaranty irrespective of the following: - The genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any part thereof or any instrument or agreement evidencing any of the Guaranteed Obligations or relating thereto, or the - The existence, validity, enforceability, perfection, or extent of any collateral therefor or any other circumstances relating to the Guaranteed Obligations which might otherwise constitute a defense to the Guaranteed Obligations or this Guaranty. Independent Obligations – Xxxxxxxxx agrees that the Guaranteed Obligations are independent of the obligations of the Contractor and if any default occurs hereunder, a separate action or actions may be brought and prosecuted against Guarantor whether or not the Contractor is joined therein. The Authority may maintain successive actions for other defaults of Guarantor. The Authority’s rights hereunder will not be exhausted by the exercise of any of its rights or remedies or by any such action or by any number of successive actions until and unless all Guaranteed Obligations have been paid and fully performed. - Guarantor agrees that the Authority may enforce this Guaranty, at any time and from time to time, without the necessity of resorting to or exhausting any security or collateral and without the necessity of proceeding against the Contractor. Guarantor hereby waives the right to require the Authority to proceed against the Contractor or any other Person, to exercise any right or remedy under any of the Contract Documents or to pursue any other remedy or to enforce any other right. - Guarantor will continue to be subject to this Guaranty notwithstanding: o any modification, agreement or stipulation between the Contractor and the Authority or their respective successors and assigns, with respect to any of the Contract Documents or the Guaranteed Obligations; o any failure to enforce any of the terms, except covenants or conditions contained in any of the Contract Documents or any modification thereof; or o any release or subordination of any collateral then held by the Authority as provided in Section 21security for the performance by the Contractor of the Guaranteed Obligations. - The Guaranteed Obligations are not conditional or contingent upon the genuineness, validity, regularity or enforceability of any of the Contract Documents or the pursuit by the Authority of any remedies which the Authority either now has or may hereafter have with respect thereto under any of the Contract Documents.

Unconditional Obligations. This Guaranty is a guaranty of payment and performance and not of collection. Except as provided in Section 21, this This Guaranty is an absolute, unconditional and irrevocable guarantee of the full and prompt payment and performance when due of all of the Guaranteed Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurredincurred and, and except as provided in the “Permitted Defenses; Contract Amendments” clause of this Guaranty, whether or not enforceable against DB the Contractor. If any payment made by DB the Contractor or any other Person and applied to the Guaranteed Obligations is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be repaid or refunded, then, to the extent of such payment or repayment, the liability of Guarantor will be and remain in full force and effect as fully as if such payment had never been made. Guarantor covenants that this Guaranty will not be fulfilled or discharged, except by the complete payment and performance of the Guaranteed Obligations, whether by the primary obligor or Guarantor under this Guaranty. Without limiting the generality of the foregoing, Guarantor’s obligations hereunder will not be released, released or discharged or otherwise affected by (a) any by: - Any change in the Contract Documents or the obligations thereunder, or any insolvency, bankruptcy or similar proceeding affecting DB the Contractor, Guarantor or their respective assets, and (b) the - The existence of any claim or set-off which DB the Contractor has or Guarantor may have against TxDOTthe Authority, whether in connection with this Guaranty or any unrelated transaction, provided . Provided that nothing in this Guaranty will be deemed a waiver by Guarantor of any claim or prevent the assertion of any claim by separate suit. This Except as provided in the “Permitted Defenses; Contract Amendments” clause of this Guaranty, this Guaranty will in all respects be a continuing, absolute absolute, and unconditional guaranty irrespective of the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any part thereof or any instrument or agreement evidencing any of the Guaranteed Obligations or relating thereto, or the existence, validity, enforceability, perfection, or extent of any collateral therefor or any other circumstances relating to the Guaranteed Obligations, except as provided in Section 21.following:

Unconditional Obligations. This Guaranty is a guaranty of payment and performance and not of collection. Except as provided in Section 21, this Guaranty is an absolute, unconditional and irrevocable guarantee of the full and prompt payment and performance when due of all of the Guaranteed Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurred, and whether or not enforceable against the DB Contractor. If any payment made by the DB Contractor or any other Person and applied to the Guaranteed Obligations is at any time Texas Department of Transportation EXHIBIT 13 RFP Addendum #4 annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be repaid or refunded, then, to the extent of such payment or repayment, the liability of Guarantor will be and remain in full force and effect as fully as if such payment had never been made. Guarantor covenants that this Guaranty will not be fulfilled or discharged, except by the complete payment and performance of the Guaranteed Obligations, whether by the primary obligor or Guarantor under this Guaranty. Without limiting the generality of the foregoing, Guarantor’s obligations hereunder will not be released, discharged or otherwise affected by by: (a) any change in the Contract Documents or the obligations thereunder, or any insolvency, bankruptcy or similar proceeding affecting the DB Contractor, Guarantor or their respective assets, and (b) the existence of any claim or set-off which the DB Contractor has or Guarantor may have against TxDOT, whether in connection with this Guaranty or any unrelated transaction, provided that nothing in this Guaranty will be deemed a waiver by Guarantor of any claim or prevent the assertion of any claim by separate suit. This Guaranty will in all respects be a continuing, absolute absolute, and unconditional guaranty irrespective of the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any part thereof or any instrument or agreement evidencing any of the Guaranteed Obligations or relating thereto, or the existence, validity, enforceability, perfection, or extent of any collateral therefor or any other circumstances relating to the Guaranteed Obligations, except as provided in Section 21.

Unconditional Obligations. This Guaranty is a guaranty The obligations of payment and performance and not of collection. Except as provided in Section 21, Guarantor under this Guaranty is an absolute, unconditional and irrevocable guarantee are independent of the Guarantied Obligations and any obligations of Sellers under the MIPA, and an action may be brought and prosecuted against Guarantor to enforce this Guaranty, irrespective of whether any action is brought against Sellers, or whether Sellers are joined in any such action or actions. The liability of Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives, any circumstance that constitutes a legal or equitable discharge under applicable Law of a guarantor or surety other than satisfaction in full and prompt payment and performance when due of all of the Guaranteed ObligationsGuarantied Obligations including, whether for the avoidance of doubt, (i) the validity, legality or not enforceability of the MIPA or any agreement or document in connection with the MIPA, any of the Guarantied Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time reduced held by Sellers, (ii) any claim, set-off, counterclaim or extinguished other right which may at any time be available to or hereafter increased be asserted by Sellers or incurredGuarantor against Beneficiary or any of its Affiliates in connection with the Guarantied Obligations or otherwise, and whether or not enforceable (iii) any requirement that Beneficiary exhaust any right to take any action against DB Contractor. If any payment made by DB Contractor Sellers or any other Person and applied prior to the Guaranteed Obligations is at or contemporaneously with proceeding to exercise any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be repaid or refunded, then, to the extent of such payment or repayment, the liability of Guarantor will be and remain in full force and effect as fully as if such payment had never been made. Guarantor covenants that this Guaranty will not be fulfilled or discharged, except by the complete payment and performance of the Guaranteed Obligations, whether by the primary obligor or right against Guarantor under this Guaranty, (iv) any change in the applicable Law of any jurisdiction, or (v) any present or future action of any Governmental Entity amending, varying, reducing or otherwise affecting or purporting to amend, vary, reduce or otherwise affect, any of the obligations of Sellers under the MIPA or of Guarantor under this Guaranty, and Guarantor hereby waives any defense based on or arising out of any of the foregoing clauses (i) through (v). Without limiting the generality of the foregoing, Guarantor’s obligations hereunder will not be releasedGuarantor hereby agrees, discharged or otherwise affected by acknowledges and represents and warrants to Beneficiary as follows: (a) Guarantor hereby waives any change defense arising by reason of, and any and all right to assert against Beneficiary any claim or defense based on, an election of remedies by Beneficiary which in the Contract Documents any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s rights to proceed against Sellers or the obligations thereunderany other guarantor for reimbursement, indemnification or contribution, and/or any other rights of Guarantor to proceed against Sellers, any other guarantor, or any insolvency, bankruptcy other Person or similar proceeding affecting DB Contractor, Guarantor or their respective assets, and security. (b) Guarantor has independently reviewed the existence MIPA and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guaranty to Beneficiary, Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection of any claim or set-off which DB Contractor has or Guarantor may have against TxDOT, whether in connection with this Guaranty or any unrelated transaction, provided that nothing in this Guaranty will be deemed a waiver by Guarantor Liens of any claim kind or prevent nature granted by Sellers to Beneficiary, now or at any time and from time to time in the assertion of any claim by separate suit. This Guaranty will in all respects be a continuing, absolute and unconditional guaranty irrespective of the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any part thereof or any instrument or agreement evidencing any of the Guaranteed Obligations or relating thereto, or the existence, validity, enforceability, perfection, or extent of any collateral therefor or any other circumstances relating to the Guaranteed Obligations, except as provided in Section 21future.

Unconditional Obligations. This Guaranty is a guaranty of payment and performance and not of collection. Except as provided in Section 21, this Guaranty is an absolute, unconditional and irrevocable guarantee of the full and prompt payment and performance when due of all of the Guaranteed Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurred, and whether or not enforceable against the DB Contractor. If any payment made by the DB Contractor or any other Person and applied to the Guaranteed Obligations is at any time Texas Department of Transportation EXHIBIT 13 Final RFP US 77 Upgrade from Kingsville to Xxxxxxxx Project September 5, 2012 Page 1 of 11 Design-Build Agreement Ex. 13 – Form of Guaranty annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be repaid or refunded, then, to the extent of such payment or repayment, the liability of Guarantor will be and remain in full force and effect as fully as if such payment had never been made. Guarantor covenants that this Guaranty will not be fulfilled or discharged, except by the complete payment and performance of the Guaranteed Obligations, whether by the primary obligor or Guarantor under this Guaranty. Without limiting the generality of the foregoing, Guarantor’s obligations hereunder will not be released, discharged or otherwise affected by by: (a) any change in the Contract Documents or the obligations thereunder, or any insolvency, bankruptcy or similar proceeding affecting the DB Contractor, Guarantor or their respective assets, and (b) the existence of any claim or set-off which the DB Contractor has or Guarantor may have against TxDOT, whether in connection with this Guaranty or any unrelated transaction, provided that nothing in this Guaranty will be deemed a waiver by Guarantor of any claim or prevent the assertion of any claim by separate suit. This Guaranty will in all respects be a continuing, absolute absolute, and unconditional guaranty irrespective of the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any part thereof or any instrument or agreement evidencing any of the Guaranteed Obligations or relating thereto, or the existence, validity, enforceability, perfection, or extent of any collateral therefor or any other circumstances relating to the Guaranteed Obligations, except as provided in Section 21.

Unconditional Obligations. This Guaranty is a joint and several, primary obligation of each Guarantor and is an unconditional, absolute, present and continuing obligation and guaranty of payment and performance (and not merely of collection. Except as provided in Section 21, ) and the validity and enforceability of this Guaranty is an absolute, shall be absolute and unconditional and irrevocable guarantee shall not be impaired, affected or in any way conditioned or contingent upon, nor subject to any reduction, limitation, impairment, termination, defense (other than the defense of the full and prompt prior payment and performance when due of or performance), offset, counterclaim or recoupment whatsoever (all of the Guaranteed Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurred, and whether or not enforceable against DB Contractor. If any payment made which are hereby expressly waived by DB Contractor or any other Person and applied to the Guaranteed Obligations is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be repaid or refunded, then, to the extent Guarantors) irrespective of such payment or repayment, the liability of Guarantor will be and remain in full force and effect as fully as if such payment had never been made. Guarantor covenants that this Guaranty will not be fulfilled or discharged, except by the complete payment and performance of the Guaranteed Obligations, whether by the primary obligor or Guarantor under this Guaranty. Without limiting the generality of the foregoing, Guarantor’s obligations hereunder will not be released, discharged or otherwise affected by (a) any change in the Contract Documents making of a demand, the institution of suit or the obligations thereundertaking of any other action to enforce performance, or any insolvencyobservance by Borrower or Remainderman of the Obligations, bankruptcy or similar proceeding affecting DB Contractor, Guarantor or their respective assets, and (b) the existence of any claim or set-off which DB Contractor has or Guarantor may have against TxDOT, whether in connection with this Guaranty or any unrelated transaction, provided that nothing in this Guaranty will be deemed a waiver by Guarantor of any claim or prevent the assertion of any claim by separate suit. This Guaranty will in all respects be a continuing, absolute and unconditional guaranty irrespective of the genuineness, validity, regularity or enforceability of any Operative Document or any of the Guaranteed Obligations or any part thereof collateral security, other guaranty, if any, or credit support therefor or right to offset with respect thereto at any time or from time to time held by any Beneficiary, (c) any defense, set-off or counterclaim (other than the defense of prior payment or performance) that may at any time be available to or be asserted by Borrower, Remainderman or any instrument Guarantor against any Beneficiary, (d) any attempt to collect from Borrower or agreement evidencing any of the Guaranteed Obligations or relating thereto, or the existence, validity, enforceability, perfection, or extent of any collateral therefor Remainderman or any other entity or to perfect or enforce any security or (e) upon any other action, occurrence or circumstances relating whatsoever which might otherwise constitute a defense available to, or discharge of, a guarantor or surety of any type. This Guaranty may not be revoked by any Guarantor and shall continue to be effective with respect to any Obligations arising or created after any attempted revocation by any Guarantor and after (if a Guarantor is a natural person) such Guarantor's death (in which event this Guaranty shall be binding upon such Guarantor's estate and such Guarantor's legal representatives and heirs). Each Guarantor waives any requirement that any Beneficiary shall have instituted any suit, action or proceeding or exhausted their remedies or taken any steps to enforce any rights against Borrower or Remainderman or any other Person (including, without limitation, any other guarantor) or entity to compel any such performance or to collect all or any part of such amount pursuant to the Guaranteed provisions of the Operative Documents or at law or in equity, or otherwise, and regardless of any other condition or contingency. Lender shall not be required to mitigate damages, or take any other action to reduce the Obligations, except as provided in Section 21.

Unconditional Obligations. This Guaranty is a guaranty The obligations of payment and performance and not of collection. Except as provided in Borrower under Section 21, this Guaranty is an absolute, 11.23 shall be unconditional and irrevocable guarantee of the full and prompt payment and performance when due of all of the Guaranteed Obligationsabsolute and, whether or not from time to time reduced or extinguished or hereafter increased or incurred, and whether or not enforceable against DB Contractor. If any payment made by DB Contractor or any other Person and applied to the Guaranteed Obligations is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be repaid or refunded, then, to the extent of such payment or repayment, the liability of Guarantor will be and remain in full force and effect as fully as if such payment had never been made. Guarantor covenants that this Guaranty will not be fulfilled or discharged, except by the complete payment and performance of the Guaranteed Obligations, whether by the primary obligor or Guarantor under this Guaranty. Without without limiting the generality of the foregoing, Guarantor’s obligations hereunder will shall not be released, discharged or otherwise affected by: (A) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Subsidiary Borrower under this Agreement or either Subsidiary Borrower Revolving Credit Note, by operation of law or otherwise; (aB) any modification or amendment of or supplement to this Agreement or either Subsidiary Borrower Revolving Credit Note; (C) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Subsidiary Borrower under this Agreement or any Document or either Subsidiary Borrower Revolving Credit Note; (D) any change in the Contract Documents corporate existence, structure or the obligations thereunder, ownership of any Subsidiary Borrower or any insolvency, bankruptcy bankruptcy, reorganization or other similar proceeding affecting DB Contractor, Guarantor any Subsidiary Borrower or their respective assets, and such Subsidiary Borrower's assets or any resulting release or discharge of any obligation of any Subsidiary Borrower contained in this Agreement or either Subsidiary Borrower Revolving Credit Note; (bE) the existence of any claim or claim, set-off or other right which DB Contractor has or Guarantor Borrower may have at any time against TxDOTany Subsidiary Borrower, or any other Person, whether in connection with this Guaranty herewith or any unrelated transaction, provided provided, that nothing in this Guaranty will be deemed a waiver by Guarantor of any claim or herein shall prevent the assertion of any such claim by separate suit. This Guaranty will in all respects be a continuingsuit or compulsory counterclaim; (F) any invalidity or unenforceability relating to or against any Subsidiary Borrower for any reason of this Agreement or either Subsidiary Borrower Revolving Credit Note, absolute and unconditional guaranty irrespective or any provision of applicable law or regulation purporting to prohibit the payment by any Subsidiary Borrower of the genuineness, validity, regularity principal of or enforceability of the Guaranteed Obligations or any part thereof or any instrument or agreement evidencing any of the Guaranteed Obligations or relating thereto, or the existence, validity, enforceability, perfection, or extent of any collateral therefor interest on either Subsidiary Borrower Revolving Credit Note or any other circumstances relating amount payable by any Subsidiary Borrower under this Agreement or either Subsidiary Borrower Revolving Credit Note; or (G) any other act or omission to act or delay of any kind by any Subsidiary Borrower or any other person or any other circumstance whatsoever which might, but for the Guaranteed Obligationsprovisions of this paragraph, except constitute a legal or equitable discharge of Borrower's obligations as provided in Section 21guarantor hereunder.

Unconditional Obligations. This Guaranty is a guaranty of payment and performance and not of collection. Except as provided in Section 21, this Guaranty is an absolute, unconditional and irrevocable guarantee of the full and prompt payment and performance when due of all of the Guaranteed Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurred, and whether or not enforceable against DB the Maintenance Contractor. If any payment made by DB the Maintenance Contractor or any other Person and applied to the Guaranteed Obligations is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be repaid or refunded, then, to the extent of such payment or repayment, the liability of Guarantor will be and remain in full force and effect as fully as if such payment had never been made. Guarantor covenants that this Guaranty will not be fulfilled or discharged, except by the complete payment and performance of the Guaranteed Obligations, whether by the primary obligor or Guarantor under this Guaranty. Without limiting the generality of the foregoing, Guarantor’s obligations hereunder will not be released, discharged or otherwise affected by by: (a) any change in the Contract CMA Documents or the obligations thereunder, or any insolvency, bankruptcy or similar proceeding affecting DB the Maintenance Contractor, Guarantor or their respective assets, and (b) the existence of any claim or set-off which DB the Maintenance Contractor has or Guarantor may have against TxDOT, whether in connection with this Guaranty or any unrelated transaction, provided that nothing in this Guaranty will be deemed a waiver by Guarantor of any claim or prevent the assertion of any claim by separate suit. This Guaranty will in all respects be a continuing, absolute absolute, and unconditional guaranty irrespective of the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any part thereof or any instrument or agreement evidencing any of the Guaranteed Obligations or relating thereto, or the existence, validity, enforceability, perfection, or extent of any collateral therefor or any other circumstances relating to the Guaranteed Obligations, except as provided in Section 21.

Unconditional Obligations. This Guaranty is a guaranty of payment and performance and not of collection. Except as provided in Section 21, this Guaranty is an absolute, unconditional and irrevocable guarantee of the full and prompt payment and performance when due of all of the Guaranteed Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurred, and whether or not enforceable against the DB Contractor. If any payment made by the DB Contractor or any other Person and applied to the Guaranteed Obligations is at any time Texas Department of Transportation EXHIBIT 13 RFP Addendum #3 annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be repaid or refunded, then, to the extent of such payment or repayment, the liability of Guarantor will be and remain in full force and effect as fully as if such payment had never been made. Guarantor covenants that this Guaranty will not be fulfilled or discharged, except by the complete payment and performance of the Guaranteed Obligations, whether by the primary obligor or Guarantor under this Guaranty. Without limiting the generality of the foregoing, Guarantor’s obligations hereunder will not be released, discharged or otherwise affected by by: (a) any change in the Contract Documents or the obligations thereunder, or any insolvency, bankruptcy or similar proceeding affecting the DB Contractor, Guarantor or their respective assets, and (b) the existence of any claim or set-off which the DB Contractor has or Guarantor may have against TxDOT, whether in connection with this Guaranty or any unrelated transaction, provided that nothing in this Guaranty will be deemed a waiver by Guarantor of any claim or prevent the assertion of any claim by separate suit. This Guaranty will in all respects be a continuing, absolute absolute, and unconditional guaranty irrespective of the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any part thereof or any instrument or agreement evidencing any of the Guaranteed Obligations or relating thereto, or the existence, validity, enforceability, perfection, or extent of any collateral therefor or any other circumstances relating to the Guaranteed Obligations, except as provided in Section 21.

Unconditional Obligations. This Guaranty is a guaranty of payment and performance and not of collection. Except as provided in Section 21, this Guaranty is an absolute, unconditional and irrevocable guarantee of the full and prompt payment and performance when due of all of the Guaranteed Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurred, and whether or not enforceable against the DB Contractor. If any payment made by the DB Contractor or any other Person and applied to the Guaranteed Obligations is at any time Texas Department of Transportation EXHIBIT 13 RFP Addendum #5 annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be repaid or refunded, then, to the extent of such payment or repayment, the liability of Guarantor will be and remain in full force and effect as fully as if such payment had never been made. Guarantor covenants that this Guaranty will not be fulfilled or discharged, except by the complete payment and performance of the Guaranteed Obligations, whether by the primary obligor or Guarantor under this Guaranty. Without limiting the generality of the foregoing, Guarantor’s obligations hereunder will not be released, discharged or otherwise affected by by: (a) any change in the Contract Documents or the obligations thereunder, or any insolvency, bankruptcy or similar proceeding affecting the DB Contractor, Guarantor or their respective assets, and (b) the existence of any claim or set-off which the DB Contractor has or Guarantor may have against TxDOT, whether in connection with this Guaranty or any unrelated transaction, provided that nothing in this Guaranty will be deemed a waiver by Guarantor of any claim or prevent the assertion of any claim by separate suit. This Guaranty will in all respects be a continuing, absolute absolute, and unconditional guaranty irrespective of the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any part thereof or any instrument or agreement evidencing any of the Guaranteed Obligations or relating thereto, or the existence, validity, enforceability, perfection, or extent of any collateral therefor or any other circumstances relating to the Guaranteed Obligations, except as provided in Section 21.

Unconditional Obligations. This Guaranty The liability of Guarantor is a guaranty of payment and performance and not of collection. Except as provided in Section 21direct, this Guaranty is an immediate, absolute, continuing, unconditional and irrevocable guarantee unlimited except as otherwise specified herein. The liability of Guarantor is coextensive with that of Tenant and also joint and several with Tenant. Guarantor agrees that Landlord may enforce this Guaranty without first exercising any right or remedy provided for under the Lease or applicable law and legal action may be brought against Guarantor and carried to final judgment either with or without making Tenant a party thereto. Landlord may alternatively enforce this Guaranty concurrently with, or at any time subsequent to, the exercise of any right or remedy under the Lease or applicable law, and in furtherance of the full foregoing, it is expressly understood and prompt payment agreed that Landlord’s exercise of any right or remedy under the Lease or applicable law shall not discharge Guarantor from its obligations under this Guaranty, such obligations being absolute and performance when due unconditional, and Guarantor hereby specifically waives the benefits of any statute or rule of law inconsistent with the terms hereof. Guarantor hereby waives any and all rights which Guarantor has under Section 49-25 and 49-26 of the Guaranteed ObligationsCode of Virginia, whether as amended. Landlord shall not be required to pursue any remedies it may have against Tenant or against any collateral as a condition to enforcement of this Guaranty. Guarantor shall not from time to time reduced be discharged or extinguished released by reason of the discharge or hereafter increased release of Tenant for any reason, including a discharge in Bankruptcy, receivership or incurredother proceedings, and whether a disaffirmation or not enforceable against DB Contractor. If any payment made rejection of the Lease by DB Contractor a trustee, custodian, or other representative in Bankruptcy, a stay or other enforcement restriction, or any other Person reduction, modification, impairment or limitations of the liability of Tenant or any remedy of Landlord. Guarantor assumes all responsibility for being and applied keeping itself informed of Tenant’s financial condition and assets, and of all other circumstances bearing upon the risk of nonperformance by Tenant under the Lease. Guarantor agrees that Landlord shall have no duty to advise the Guaranteed Obligations Guarantor of information known to it regarding such circumstances or risks. In the event that, pursuant to any insolvency, bankruptcy, reorganization, receivership or other debtor relief law, or any judgment, order or decision thereunder, Landlord must rescind or restore any payment, or any part thereof, received by Landlord, any prior release or discharge from the terms of this Guaranty given to Guarantor by Landlord shall be without effect, and this Guaranty shall remain in full force and effect. It is at any time annulled, set aside, rescinded, invalidated, declared to the intention of Tenant and Guarantor that Guarantor’s obligations hereunder shall not be fraudulent or preferential or otherwise required to be repaid or refunded, then, discharged except by Guarantor’s performance of such obligations and then only to the extent of such performance. Notwithstanding anything to the contrary contained in this Guaranty, Guarantor hereby unconditionally and irrevocably waives, releases and abrogates any and all rights it may now or hereafter have under any agreement, at law or in equity (including, without limitation, any law subrogating the Guarantor to the rights of Landlord), to assert any claim against or seek contribution, indemnification or any other form of reimbursement from Tenant or any other party liable for payment of any or repayment, all amounts due under the liability of Guarantor will be and remain in full force and effect as fully as if such Lease for any payment had never been made. Guarantor covenants that this Guaranty will not be fulfilled or discharged, except made by the complete payment and performance of the Guaranteed Obligations, whether by the primary obligor or Guarantor under this Guaranty. Without limiting the generality of the foregoing, Guarantor’s obligations hereunder will not be released, discharged or otherwise affected by (a) any change in the Contract Documents or the obligations thereunder, or any insolvency, bankruptcy or similar proceeding affecting DB Contractor, Guarantor or their respective assets, and (b) the existence of any claim or set-off which DB Contractor has or Guarantor may have against TxDOT, whether in connection with this Guaranty or any unrelated transaction, provided that nothing in this Guaranty will be deemed a waiver by Guarantor of any claim or prevent the assertion of any claim by separate suit. This Guaranty will in all respects be a continuing, absolute and unconditional guaranty irrespective of the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any part thereof or any instrument or agreement evidencing any of the Guaranteed Obligations or relating thereto, or the existence, validity, enforceability, perfection, or extent of any collateral therefor or any other circumstances relating to the Guaranteed Obligations, except as provided in Section 21otherwise.

Unconditional Obligations. This Guaranty is a primary obligation of each Guarantor and is an unconditional, absolute, present and continuing obligation and guaranty of payment and performance (and not merely of collection. Except as provided in Section 21, ) and the validity and enforceability of this Guaranty is an absolute, shall be absolute and unconditional and irrevocable guarantee shall not be impaired, affected or in any way conditioned or contingent upon, nor subject to any reduction, limitation, impairment, termination, defense (other than the defense of the full and prompt prior payment and performance when due of or performance), offset, counterclaim or recoupment whatsoever (all of the Guaranteed Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurred, and whether or not enforceable against DB Contractor. If any payment made which are hereby expressly waived by DB Contractor or any other Person and applied to the Guaranteed Obligations is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be repaid or refunded, then, to the extent Guarantors) irrespective of such payment or repayment, the liability of Guarantor will be and remain in full force and effect as fully as if such payment had never been made. Guarantor covenants that this Guaranty will not be fulfilled or discharged, except by the complete payment and performance of the Guaranteed Obligations, whether by the primary obligor or Guarantor under this Guaranty. Without limiting the generality of the foregoing, Guarantor’s obligations hereunder will not be released, discharged or otherwise affected by (a) any change in the Contract Documents making of a demand, the institution of suit or the obligations thereundertaking of any other action to enforce performance, or any insolvencyobservance by Borrower or Remainderman of the Obligations, bankruptcy or similar proceeding affecting DB Contractor, Guarantor or their respective assets, and (b) the existence of any claim or set-off which DB Contractor has or Guarantor may have against TxDOT, whether in connection with this Guaranty or any unrelated transaction, provided that nothing in this Guaranty will be deemed a waiver by Guarantor of any claim or prevent the assertion of any claim by separate suit. This Guaranty will in all respects be a continuing, absolute and unconditional guaranty irrespective of the genuineness, validity, regularity or enforceability of any Operative Document or any of the Guaranteed Obligations or any part thereof collateral security, other guaranty, if any, or credit support therefor or right to offset with respect thereto at any time or from time to time held by the Beneficiary, (c) any defense, set-off or counterclaim (other than the defense of prior payment or performance) that may at any time be available to or be asserted by Borrower, Remainderman or any instrument Guarantor against the Beneficiary, (d) any attempt to collect from Borrower or agreement evidencing any of the Guaranteed Obligations or relating thereto, or the existence, validity, enforceability, perfection, or extent of any collateral therefor Remainderman or any other entity or to perfect or enforce any security or (e) upon any other action, occurrence or circumstances relating whatsoever which might otherwise constitute a defense available to, or discharge of, a guarantor or surety of any type. This Guaranty may not be revoked by any Guarantor and shall continue to be effective with respect to any Obligations arising or created after any attempted revocation by any Guarantor and after (if a Guarantor is a natural person) such Guarantor's death (in which event this Guaranty shall be binding upon such Guarantor's estate and such Guarantor's legal representatives and heirs). Each Guarantor waives any requirement that the Beneficiary shall have instituted any suit, action or proceeding or exhausted their remedies or taken any steps to enforce any rights against Borrower or Remainderman or any other Person (inc1uding, without limitation, any other Guarantor) or entity to compel any such performance or to collect all or any part of such amount pursuant to the Guaranteed provisions of the Operative Documents or at law or in equity, or otherwise, and regardless of any other condition or contingency. Lender shall not be required to mitigate damages, or take any other action to reduce the Obligations, except as provided in Section 21.

Unconditional Obligations. This Guaranty is a primary obligation of each Guarantor and is an unconditional, absolute, present and continuing obligation and guaranty of payment and performance (and not merely of collection. Except as provided in Section 21, ) and the validity and enforceability of this Guaranty is an absolute, shall be absolute and unconditional and irrevocable guarantee shall not be impaired, affected or in any way conditioned or contingent upon, nor subject to any reduction, limitation, impairment, termination, defense (other than the defense of the full and prompt prior payment and performance when due of or performance), offset, counterclaim or recoupment whatsoever (all of the Guaranteed Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurred, and whether or not enforceable against DB Contractor. If any payment made which are hereby expressly waived by DB Contractor or any other Person and applied to the Guaranteed Obligations is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be repaid or refunded, then, to the extent Guarantors) irrespective of such payment or repayment, the liability of Guarantor will be and remain in full force and effect as fully as if such payment had never been made. Guarantor covenants that this Guaranty will not be fulfilled or discharged, except by the complete payment and performance of the Guaranteed Obligations, whether by the primary obligor or Guarantor under this Guaranty. Without limiting the generality of the foregoing, Guarantor’s obligations hereunder will not be released, discharged or otherwise affected by (a) any change in the Contract Documents making of a demand, the institution of suit or the obligations thereundertaking of any other action to enforce performance, or any insolvencyobservance by Borrower or Remainderman of the Obligations, bankruptcy or similar proceeding affecting DB Contractor, Guarantor or their respective assets, and (b) the existence of any claim or set-off which DB Contractor has or Guarantor may have against TxDOT, whether in connection with this Guaranty or any unrelated transaction, provided that nothing in this Guaranty will be deemed a waiver by Guarantor of any claim or prevent the assertion of any claim by separate suit. This Guaranty will in all respects be a continuing, absolute and unconditional guaranty irrespective of the genuineness, validity, regularity or enforceability of any Operative Document or any of the Guaranteed Obligations or any part thereof collateral security, other guaranty, if any, or credit support therefor or right to offset with respect thereto at any time or from time to time held by the Beneficiary, (c) any defense, set-off or counterclaim (other than the defense of prior payment or performance) that may at any time be available to or be asserted by Borrower, Remainderman or any instrument Guarantor against the Beneficiary, (d) any attempt to collect from Borrower or agreement evidencing any of the Guaranteed Obligations or relating thereto, or the existence, validity, enforceability, perfection, or extent of any collateral therefor Remainderman or any other entity or to perfect or enforce any security or (e) upon any other action, occurrence or circumstances relating whatsoever which might otherwise constitute a defense available to, or discharge of, a guarantor or surety of any type. This Guaranty may not be revoked by any Guarantor and shall continue to be effective with respect to any Obligations arising or created after any attempted revocation by any Guarantor and after (if a Guarantor is a natural person) such Guarantor's death (in which event this Guaranty shall be binding upon such Guarantor's estate and such Guarantor's legal representatives and heirs). Each Guarantor waives any requirement that the Beneficiary shall have instituted any suit, action or proceeding Or exhausted their remedies or taken any steps to enforce any rights against Borrower or Remainderman or any other Person (including, without limitation, any other Guarantor) or entity to compel any such performance or to collect all or any part of such amount pursuant to the Guaranteed provisions of the Operative Documents or at law or in equity, or otherwise, and regardless of any other condition or contingency. Lender shall not be required to mitigate damages, or take any other action to reduce the Obligations, except as provided in Section 21.

Unconditional Obligations. This Guaranty is a guaranty of payment and performance and not of collection. Except as provided in Section 21, this Guaranty is an absolute, unconditional and irrevocable guarantee of the full and prompt payment and performance when due of all of the Guaranteed Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurred, and whether or not enforceable against DB Contractor. If any payment made by DB Contractor or any other Person and applied to the Guaranteed Obligations is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be repaid or refunded, then, to the extent of such payment or repayment, the liability of Guarantor will be and remain in full force and effect as fully as if such payment had never been made. Guarantor covenants that this Guaranty will not be fulfilled or discharged, except by the complete payment and performance of the Guaranteed Obligations, whether by the primary obligor or Guarantor under this Guaranty. Without limiting the generality of the foregoing, Guarantor’s obligations hereunder will not be released, discharged or otherwise affected by by: (a) any change in the Contract CMC Documents or the obligations thereunder, or any insolvency, bankruptcy or similar proceeding affecting DB Contractor, Guarantor or their respective assets, and (b) the existence of any claim or set-off which DB Contractor has or Guarantor may have against TxDOT, whether in connection with this Guaranty or any unrelated transaction, provided that nothing in this Guaranty will be deemed a waiver by Guarantor of any claim or prevent the assertion of any claim by separate suit. This Guaranty will in all respects be a continuing, absolute absolute, and unconditional guaranty irrespective of the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any part thereof or any instrument or agreement evidencing any of the Guaranteed Obligations or relating thereto, or the existence, validity, DocuSign Envelope ID: 03C7621F-6C70-41BC-A3A1-69BF53A9BA57 enforceability, perfection, or extent of any collateral therefor or any other circumstances relating to the Guaranteed Obligations, except as provided in Section 21.

Unconditional Obligations. This Guaranty is a guaranty of payment and performance and not of collection. Except as provided in Section 21, this Guaranty is an absolute, unconditional and irrevocable guarantee of the full and prompt payment and performance when due of all of the Guaranteed Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurred, and whether or not enforceable against the DB Contractor. If any payment made by the DB Contractor or any other Person and applied to the Guaranteed Obligations is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be repaid or refunded, then, to the extent of such payment or repayment, the liability of Guarantor will be and remain in full force and effect as fully as if such payment had never been made. Guarantor covenants that this Guaranty will not be fulfilled or discharged, except by the complete payment and performance of the Guaranteed Obligations, whether by the primary obligor or Guarantor under this Guaranty. Without limiting the generality of the foregoing, Guarantor’s obligations hereunder will not be released, discharged or otherwise affected by by: (a) any change in the Contract DBA Documents or the obligations thereunder, or any insolvency, bankruptcy or similar proceeding affecting the DB Contractor, Guarantor or their respective assets, and (b) the existence of any claim or set-off which the DB Contractor has or Guarantor may have against TxDOT, whether in connection with this Guaranty or any unrelated transaction, provided that nothing in this Guaranty will be deemed a waiver by Guarantor of any claim or prevent the assertion of any claim by separate suit. This Guaranty will in all respects be a continuing, absolute absolute, and unconditional guaranty irrespective of the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any part thereof or any instrument or agreement evidencing any of the Guaranteed Obligations or relating thereto, or the existence, validity, enforceability, perfection, or extent of any collateral therefor or any other circumstances relating to the Guaranteed Obligations, except as provided in Section 21.

Unconditional Obligations. This Guaranty is a guaranty of payment and performance and not of collection. Except as provided in Section 21, this Guaranty is an absolute, unconditional and irrevocable guarantee of the full and prompt payment and performance when due of all of the Guaranteed Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurred, and whether or not enforceable against DB Contractor. If any payment made by DB Contractor or any other Person and applied to the Guaranteed Obligations is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be repaid or refunded, then, to the extent of such payment or repayment, the liability of Guarantor will be and remain in full force and effect as fully as if such payment had never been made. Guarantor covenants that this Guaranty will not be fulfilled or discharged, except by the complete payment and performance of the Guaranteed Obligations, whether by the primary obligor or Guarantor under this Guaranty. Without limiting the generality of the foregoing, Guarantor’s obligations hereunder will not be released, discharged or otherwise affected by by: (a) any change in the Contract CMA Documents or the obligations thereunder, or any insolvency, bankruptcy or similar proceeding affecting DB Contractor, Texas Department of Transportation EXHIBIT 9 Execution Version I-635 LBJ East Project Page 2 Capital Maintenance Agreement Guarantor or their respective assets, and (b) the existence of any claim or set-off which DB Contractor has or Guarantor may have against TxDOT, whether in connection with this Guaranty or any unrelated transaction, provided that nothing in this Guaranty will be deemed a waiver by Guarantor of any claim or prevent the assertion of any claim by separate suit. This Guaranty will in all respects be a continuing, absolute absolute, and unconditional guaranty irrespective of the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any part thereof or any instrument or agreement evidencing any of the Guaranteed Obligations or relating thereto, or the existence, validity, enforceability, perfection, or extent of any collateral therefor or any other circumstances relating to the Guaranteed Obligations, except as provided in Section 21.

Unconditional Obligations. This Guaranty is a guaranty of payment and performance and not of collection. Except as provided in Section 21, this Guaranty collection and is an absolute, unconditional and irrevocable guarantee of the full and prompt payment and performance when due of all of the Guaranteed Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurred, whether or not recovery may be, or hereafter may become, barred by any statute of limitations or otherwise, and whether or not enforceable against DB the Contractor. If any payment made by DB the Contractor or any other Person and applied to the Guaranteed Obligations is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be repaid or refunded, then, to the extent of such payment or repayment, the liability of Guarantor will be and remain in full force and effect as fully as if such payment had never been made. Guarantor covenants that this Guaranty will not be fulfilled or discharged, except by the complete payment and performance of the Guaranteed Obligations, whether by the primary obligor or Guarantor under this Guaranty. Without limiting the generality of the foregoing, Guarantor’s obligations hereunder will not be released, discharged or otherwise affected by (a) by: - any change in the Contract Project Documents or the obligations thereunder, or any insolvency, bankruptcy or similar proceeding affecting DB the Contractor, Guarantor or their respective assets, and (b) - the existence of any claim or set-off which DB the Contractor has or Guarantor may have against TxDOTthe Authority, whether in connection with this Guaranty or any unrelated transaction, provided that nothing in this Guaranty will be deemed a waiver by Guarantor of any claim or prevent the assertion of any claim by separate suit. This Guaranty will in all respects be a continuing, absolute absolute, and unconditional guaranty irrespective of the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any part thereof or any instrument or agreement evidencing any of the Guaranteed Obligations or relating thereto, or the existence, validity, enforceability, perfection, or extent of any collateral therefor or any other circumstances relating to the Guaranteed Obligations which might otherwise constitute a defense to the Guaranteed Obligations or this Guaranty.  Independent Obligations – Xxxxxxxxx agrees that the Guaranteed Obligations are independent of the obligations of the Contractor and if any default occurs hereunder, a separate action or actions may be brought and prosecuted against Guarantor whether or not the Contractor is joined therein. The Authority may maintain successive actions for other defaults of Guarantor. The Authority’s rights hereunder will not be exhausted by the exercise of any of its rights or remedies or by any such action or by any number of successive actions until and unless all Guaranteed Obligations have been paid and fully performed. - Guarantor agrees that the Authority may enforce this Guaranty, at any time and from time to time, without the necessity of resorting to or exhausting any security or collateral and without the necessity of proceeding against the Contractor. Guarantor hereby waives the right to require the Authority to proceed against the Contractor, to exercise any right or remedy under any of the Project Documents or to pursue any other remedy or to enforce any other right. - Guarantor will continue to be subject to this Guaranty notwithstanding: o any modification, agreement or stipulation between the Contractor and the Authority or their respective successors and assigns, with respect to any of the Project Documents or the Guaranteed Obligations; o any waiver of or failure to enforce any of the terms, except covenants or conditions contained in any of the Project Documents or any modification thereof; o any release of the Contractor from any liability with respect to any of the Project Documents; or o any release or subordination of any collateral then held by the Authority as provided in Section 21security for the performance by the Contractor of the Guaranteed Obligations. - The Guaranteed Obligations are not conditional or contingent upon the genuineness, validity, regularity or enforceability of any of the Project Documents or the pursuit by the Authority of any remedies which the Authority either now has or may hereafter have with respect thereto under any of the Project Documents.