Common use of CONTRACT REQUIREMENTS Clause in Contracts

CONTRACT REQUIREMENTS. Each Key Contract, Contract with a single contractor in excess of $5,000,000, and Contract with an Affiliate shall: (a) Set forth a standard of professional responsibility or a standard for commercial practice equal to the requirements of the CDA Documents and Good Industry Practice for work of similar scope and scale and shall set forth effective procedures for claims and change orders; (b) Require the Contractor to carry out its scope of work in accordance with the CDA Documents, the Governmental Approvals and applicable Law, including the applicable requirements of the DBE Performance Plan; (c) Expressly include the requirements and provisions set forth in this Agreement applicable to Contractors regarding Intellectual Property rights and licenses; (d) Without cost to Developer or TxDOT and subject to the rights of the Collateral Agent set forth in any Lenders’ Direct Agreement, expressly permit assignment to TxDOT or its successor, assign or designee of all Developer’s rights under the Key Contract, contingent only upon delivery of request from TxDOT following termination of this Agreement, allowing TxDOT or its successor, assign or designee to assume the benefit of Developer’s rights with liability only for those remaining obligations of Developer accruing after the date of assumption, such assignment to include the benefit of all Key Contractor warranties, indemnities, guarantees and professional responsibility; (e) Expressly state that any acceptance of assignment of the Contract to TxDOT or its successor, assign or designee shall not operate to make the assignee responsible or liable for any breach of the Contract by Developer or for any amounts due and owing under the Contract for work or services rendered prior to assumption (but without restriction on the Contractor’s rights to suspend work or demobilize due to Developer’s breach); (f) Expressly include a covenant to recognize and attorn to TxDOT upon receipt of notice from TxDOT that it has exercised its rights under this Agreement, without necessity for consent or approval from Developer or to determine whether TxDOT validly exercised its rights, and Developer’s covenant to waive and release any claim or cause of action against the Contractor arising out of or relating to its recognition and attornment in reliance on any such notice; (g) Not be assignable by the Contractor to any Person other than TxDOT (or its assignee) or the Collateral Agent (or its assignee) without Developer’s prior consent; (h) Expressly include requirements that the Contractor will: (i) maintain usual and customary books and records for the type and scope of operations of business in which it is engaged (e.g., constructor, equipment Supplier, designer, service provider); (ii) permit audit thereof with respect to the Project or Work by each of Developer and TxDOT pursuant to Section 34.4.1 and; (iii) provide progress reports to Developer appropriate for the type of work it is performing sufficient to enable Developer to provide the reports it is required to furnish TxDOT under this Agreement; (i) Expressly require the Contractor to participate in meetings between Developer and TxDOT, upon TxDOT’s request, concerning matters pertaining to such Contract or its work, provided that all direction to such Contractor shall be provided by Developer, and provided further that nothing in this clause (i) shall limit the authority of TxDOT to give such direction or take such action which, in its sole opinion, is necessary to remove an immediate and present threat to the safety of life or property; (j) Include an agreement by the Contractor to give evidence in any dispute resolution proceeding pursuant to Article 30, if such participation is requested by either TxDOT or Developer; (k) Expressly provide that all Liens, claims and charges of the Contractor and its Contractors at any time shall not attach to any interest of TxDOT in the Project or the Project Right of Way; (l) With respect to Key Contracts, expressly include a covenant, expressly stated to survive termination of the Key Contract, to promptly execute and deliver to TxDOT a new contract between the Key Contractor and TxDOT on the same terms and conditions as the Key Contract, in the event (i) the Key Contract is rejected by Developer in bankruptcy or otherwise wrongfully terminated by Developer and (ii) TxDOT delivers request for such new contract following termination or expiration of this Agreement (this subsection (l) shall not apply to Key Contracts with TxDOT or Governmental Entities); (m) Include the right of Developer to terminate the Contract in whole or in part upon any Termination for Convenience of this Agreement and the Lease or any termination of this Agreement and the Lease due to Force Majeure Event or TxDOT Default, in each case without liability of Developer or TxDOT for the Contractor’s lost profits or business opportunity; and (n) Be consistent in all other respects with the terms and conditions of the CDA Documents to the extent such terms and conditions are applicable to the scope of work of such Contractors, and include all provisions required by this Agreement. Developer shall not amend any Contract with respect to any of the matters addressed in this Section

CONTRACT REQUIREMENTS. Each Key Owner shall cause (i) all contracts with any contractor regarding the construction of any Construction Work to be entered into with a Qualified Contractor, (ii) all contracts with any architect or design professional regarding any Construction Work to be entered into with a Qualified Design Professional, (iii) the Project Design Contract and any Material Additional Work Design Contract to permit City Parties to use (but not own) any plans and specifications to which Owner is then entitled pursuant to any such Project Design Contract or Material Additional Work Design Contract, (iv) the Project Construction Contract with a single contractor in excess of $5,000,000, and any Material Additional Work Construction Contract with an Affiliate shall: (a) Set forth a standard of professional responsibility or a standard to provide for commercial practice equal to the requirements of the CDA Documents and Good Industry Practice for work of similar scope and scale and shall set forth effective procedures for claims and change orders; (b) Require the Contractor to carry out its scope of work statutory retainage in accordance with the CDA Documents, the Governmental Approvals and applicable Law, including the applicable then current requirements of the DBE Performance Plan; Texas Property Code and to contain a representation and warranty that the Construction Work covered by such agreements shall be warranted from defects in workmanship and materials for a period of at least one (c1) Expressly include the requirements and provisions set forth in this Agreement applicable to Contractors regarding Intellectual Property rights and licenses; (d) Without cost to Developer or TxDOT and subject to the rights of the Collateral Agent set forth in any Lenders’ Direct Agreement, expressly permit assignment to TxDOT or its successor, assign or designee of all Developer’s rights under the Key Contract, contingent only upon delivery of request year from TxDOT following termination of this Agreement, allowing TxDOT or its successor, assign or designee to assume the benefit of Developer’s rights with liability only for those remaining obligations of Developer accruing after the date of assumptionFinal Completion of such Construction Work (unless a longer period of time is provided for by the manufacturer or supplier of any materials or equipment which is a part of such Construction Work), such assignment and (v) the Project Construction Contract to include the benefit of (a) cover all Key Contractor warranties, indemnities, guarantees and professional responsibility; (e) Expressly state that any acceptance of assignment of the Contract Project Improvements Work through Final Completion, (b) require Substantial Completion to TxDOT or its successor, assign or designee shall not operate to make be achieved in accordance with the assignee responsible or liable for any breach of the Contract by Developer or for any amounts due and owing under the Contract for work or services rendered prior to assumption (but without restriction on the Contractor’s rights to suspend work or demobilize due to Developer’s breach); (f) Expressly include a covenant to recognize and attorn to TxDOT upon receipt of notice from TxDOT that it has exercised its rights under this Agreement, without necessity for consent or approval from Developer or to determine whether TxDOT validly exercised its rights, and Developer’s covenant to waive and release any claim or cause of action against the Contractor arising out of or relating to its recognition and attornment in reliance on any such notice; (g) Not be assignable by the Contractor to any Person other than TxDOT (or its assignee) or the Collateral Agent (or its assignee) without Developer’s prior consent; (h) Expressly include requirements that the Contractor will: (i) maintain usual and customary books and records for the type and scope of operations of business in which it is engaged (e.g., constructor, equipment Supplier, designer, service provider); (ii) permit audit thereof with respect to the Project or Work by each of Developer and TxDOT pursuant to Section 34.4.1 and; (iii) provide progress reports to Developer appropriate for the type of work it is performing sufficient to enable Developer to provide the reports it is required to furnish TxDOT under this Agreement; (i) Expressly require the Contractor to participate in meetings between Developer and TxDOT, upon TxDOT’s request, concerning matters pertaining to such Contract or its work, provided that all direction to such Contractor shall be provided by Developer, and provided further that nothing in this clause (i) shall limit the authority of TxDOT to give such direction or take such action which, in its sole opinion, is necessary to remove an immediate and present threat to the safety of life or property; (j) Include an agreement by the Contractor to give evidence in any dispute resolution proceeding pursuant to Article 30, if such participation is requested by either TxDOT or Developer; (k) Expressly provide that all Liens, claims and charges of the Contractor and its Contractors at any time shall not attach to any interest of TxDOT in the Project or the Project Right of Way; (l) With respect to Key Contracts, expressly include a covenant, expressly stated to survive termination of the Key Contract, to promptly execute and deliver to TxDOT a new contract between the Key Contractor and TxDOT on the same terms and conditions as the Key Contract, in the event (i) the Key Contract is rejected by Developer in bankruptcy or otherwise wrongfully terminated by Developer and (ii) TxDOT delivers request for such new contract following termination or expiration of this Agreement (this subsection except as otherwise Approved by City Representative pursuant to Section 11.1.5), (ld) shall as determined by Owner either be bonded by a Qualified Surety pursuant to statutory payment and performance bonds that have been Approved by City Representative, such Approval not apply to Key Contracts be unreasonably withheld (collectively, the “Project Construction Contract Bond”). or be guaranteed by a creditworthy parent entity of the Project Contractor with TxDOT or Governmental Entitiesthe financial ability to pay sums should they become due under such a parent guarantee and include the use of a customary subguard program that have been Approved by City Representative, such Approval not to be unreasonably withheld (collectively, the “Project Contractor Parent Guarantee”); (m) Include the right of Developer to terminate the Contract in whole or in part upon any Termination for Convenience of this Agreement and the Lease or any termination of this Agreement and the Lease due to Force Majeure Event or TxDOT Default, . in each case without liability of Developer or TxDOT for the Contractor’s lost profits or business opportunity; and naming City as a co-obligee (nexcept as otherwise Approved by City Representative) Be consistent in all other respects with the terms and conditions of the CDA Documents (e) require that upon Substantial Completion, Owner shall continue to retain an amount at least equal to the extent such terms and conditions are applicable greater of $5,000,000.00 or two times the cost to complete the scope of work of such ContractorsProject Improvements Work in order to achieve Final Completion unless a lesser amount is Approved by City Representative (collectively, and include all provisions required by this Agreement. Developer shall not amend any the “Project Construction Contract with respect to any of the matters addressed in this SectionRequirements”).

CONTRACT REQUIREMENTS. Each Key Contract, Contract with a single contractor in excess of $5,000,000, and Contract with an Affiliate shall: (a) Set forth a standard of professional responsibility or a standard for commercial practice equal to the requirements of the CDA Documents and Good Industry Practice for work of similar scope and scale and shall set forth effective procedures for claims and change orders; (b) Require the Contractor to carry out its scope of work in accordance with the CDA Documents, the Governmental Approvals and applicable Law, including the applicable requirements of the DBE Performance Plan; (c) Expressly include the requirements and provisions set forth in this Agreement applicable to Contractors regarding Intellectual Property rights and licenses; (d) Without cost to Developer or TxDOT and subject to the rights of the Collateral Agent set forth in any Lenders’ Direct Agreement, expressly permit assignment to TxDOT or its successor, assign or designee of all Developer’s rights under the Key Contract, contingent only upon delivery of request from TxDOT following termination of this Agreement, allowing TxDOT or its successor, assign or designee to assume the benefit of Developer’s rights with liability only for those remaining obligations of Developer accruing after the date of assumption, such assignment to include the benefit of all Key Contractor warranties, indemnities, guarantees and professional responsibility; (e) Expressly state that any acceptance of assignment of the Contract to TxDOT or its successor, assign or designee shall not operate to make the assignee responsible or liable for any breach of the Contract by Developer or for any amounts due and owing under the Contract for work or services rendered prior to assumption (but without restriction on the Contractor’s rights to suspend work or demobilize due to Developer’s breach); (f) Expressly include a covenant to recognize and attorn to TxDOT upon receipt of notice from TxDOT that it has exercised its rights under this Agreement, without necessity for consent or approval from Developer or to determine whether TxDOT validly exercised its rights, and Developer’s covenant to waive and release any claim or cause of action against the Contractor arising out of or relating to its recognition and attornment in reliance on any such notice; (g) Not be assignable by the Contractor to any Person other than TxDOT (or its assignee) or the Collateral Agent (or its assignee) without Developer’s prior consent; (h) Expressly include requirements that the Contractor will: (i) maintain usual and customary books and records for the type and scope of operations of business in which it is engaged (e.g., constructor, equipment Supplier, designer, service provider); (ii) permit audit thereof with respect to the Project or Work by each of Developer and TxDOT pursuant to Section 34.4.1 and; (iii) provide progress reports to Developer appropriate for the type of work it is performing sufficient to enable Developer to provide the reports it is required to furnish TxDOT under this Agreement; (i) Expressly require the Contractor to participate in meetings between Developer and TxDOT, upon TxDOT’s request, concerning matters pertaining to such Contract or its work, provided that all direction to such Contractor shall be provided by Developer, and provided further that nothing in this clause (i) shall limit the authority of TxDOT to give such direction or take such action which, in its sole opinion, is necessary to remove an immediate and present threat to the safety of life or property; (j) Include an agreement by the Contractor to give evidence in any dispute resolution proceeding pursuant to Article 30, if such participation is requested by either TxDOT or Developer; (k) Expressly provide that all Liens, claims and charges of the Contractor and its Contractors at any time shall not attach to any interest of TxDOT in the Project or the Project Right of Way; (l) With respect to Key Contracts, expressly include a covenant, expressly stated to survive termination of the Key Contract, to promptly execute and deliver to TxDOT a new contract between the Key Contractor and TxDOT on the same terms and conditions as the Key Contract, in the event (i) the Key Contract is rejected by Developer in bankruptcy or otherwise wrongfully terminated by Developer and (ii) TxDOT delivers request for such new contract following termination or expiration of this Agreement (this subsection (lm) shall not apply to Key Contracts with TxDOT or Governmental Entities); (m) Include the right of Developer to terminate the Contract in whole or in part upon any Termination for Convenience of this Agreement and the Lease or any termination of this Agreement and the Lease due to Force Majeure Event or TxDOT Default, in each case without liability of Developer or TxDOT for the Contractor’s lost profits or business opportunity; and (n) Be consistent in all other respects with the terms and conditions of the CDA Documents to the extent such terms and conditions are applicable to the scope of work of such Contractors, and include all provisions required by this Agreement. Developer shall not amend any Contract with respect to any of the matters addressed in this Section

CONTRACT REQUIREMENTS. Each Key ContractStadCo shall cause, Contract and has caused, all contracts CONFIDENTIAL to which StadCo is a direct party with any contractor regarding the construction of any Project Improvements Work (including the Design-Build Agreement) (Aa) to be entered into with a single Qualified Contractor, (Bb) to require such contractor to perform such Project Improvements Work in excess a good and workmanlike manner, (Cc) to comply with the terms of $5,000,000Section 31(1)(c), Section 31(2), Section 31.5, and Contract with an Affiliate shall: (aSection 36(1)(c) Set forth a standard of professional responsibility or a standard for commercial practice equal to the requirements of the CDA Documents Act, (Dd) to name the Authority as an additional insured and Good Industry Practice indemnified party, and (Ee) to provide the Authority is a third party beneficiary thereof. Further, StadCo shall cause all contracts to which StadCo is a direct party with any architect or design professional regarding any Project Improvements Work to be entered into with a Qualified Design Professional and to permit the Authority to use (but not own) any plans and specifications to which StadCo is then entitled pursuant thereto. Further, StadCo shall cause the Design-Build Agreement to (Aa) provide for work of similar scope and scale and shall set forth effective procedures for claims and change orders; (b) Require the Contractor to carry out its scope of work no less than statutory retainage in accordance with the CDA Documents, the Governmental Approvals and applicable then current requirements of Applicable Law, including (Bb) provide for a customary warranty that the applicable requirements Project Improvements Work covered by such agreement will be warranted from defects in workmanship and materials for a period of the DBE Performance Plan; at least one (c1) Expressly include the requirements and provisions set forth in this Agreement applicable to Contractors regarding Intellectual Property rights and licenses; (d) Without cost to Developer or TxDOT and subject to the rights of the Collateral Agent set forth in any Lenders’ Direct Agreement, expressly permit assignment to TxDOT or its successor, assign or designee of all Developer’s rights under the Key Contract, contingent only upon delivery of request year from TxDOT following termination of this Agreement, allowing TxDOT or its successor, assign or designee to assume the benefit of Developer’s rights with liability only for those remaining obligations of Developer accruing after the date of assumption, Final Completion of such Project Improvements Work (unless a longer period of time is provided for by the manufacturer or supplier of any materials or equipment which is a part of such Project Improvements) and an assignment to include the benefit of all Key Contractor warranties, indemnities, guarantees and professional responsibility; (e) Expressly state that any acceptance of assignment Authority of the Contract right to TxDOT or its successorenforce such warranty as to any Project Improvements, assign or designee shall not operate to make the assignee responsible or liable for any breach same extent as if the Authority were a party to the contract, (Cc) cover all of the Project Improvements Work through Final Completion, (Dd) provide for a fixed price or a guaranteed maximum price for all such work, (Ee) be bonded by a Qualified Surety pursuant to statutory payment and performance bonds (the “Stadium Construction Contract by Developer Bond”) or for any amounts obtain a parent guaranty from a creditworthy parent entity of the Design-Builder with the financial ability to pay sums should they become due and owing under the Contract for work or services rendered prior to assumption (but without restriction on the Contractor’s rights to suspend work or demobilize due to Developer’s breach); (f) Expressly include a covenant to recognize and attorn to TxDOT upon receipt of notice from TxDOT that it has exercised its rights under this Agreementsuch guaranty, without necessity for consent or approval from Developer or to determine whether TxDOT validly exercised its rights, and Developer’s covenant to waive and release any claim or cause of action against the Contractor arising out of or relating to its recognition and attornment in reliance on any such notice; (g) Not be assignable as reasonably determined by the Contractor to any Person other than TxDOT (or its assignee) or the Collateral FinanceCo Agent (or its assignee) without Developer’s prior consent; (h) Expressly include requirements that the Contractor will: (i) maintain usual and customary books and records for the type and scope of operations of business in which it is engaged (e.g., constructor, equipment Supplier, designer, service provider“Design-Builder Parent Guaranty”); (ii) permit audit thereof with respect to the Project or Work by each of Developer and TxDOT pursuant to Section 34.4.1 and; (iii) provide progress reports to Developer appropriate for the type of work it is performing sufficient to enable Developer to provide the reports it is required to furnish TxDOT under this Agreement; (i) Expressly require the Contractor to participate in meetings between Developer and TxDOT, upon TxDOT’s request, concerning matters pertaining to such Contract or its work, provided that all direction to such Contractor shall be provided by Developer, and provided further that nothing in this clause (i) shall limit the authority of TxDOT to give such direction or take such action which, in its sole opinion, is necessary to remove an immediate and present threat to the safety of life or property; (j) Include an agreement by the Contractor to give evidence in any dispute resolution proceeding pursuant to Article 30, if such participation is requested by either TxDOT or Developer; (k) Expressly provide that all Liens, claims and charges of the Contractor and its Contractors at any time shall not attach to any interest of TxDOT in the Project or the Project Right of Way; (l) With respect to Key Contracts, expressly include a covenant, expressly stated to survive termination of the Key Contract, to promptly execute and deliver to TxDOT a new contract between the Key Contractor and TxDOT on the same terms and conditions as the Key Contract, in the event (i) the Key Contract is rejected by Developer in bankruptcy or otherwise wrongfully terminated by Developer and (ii) TxDOT delivers request for such new contract following termination or expiration of this Agreement (this subsection (l) shall not apply to Key Contracts with TxDOT or Governmental Entities); (m) Include the right of Developer to terminate the Contract in whole or in part upon any Termination for Convenience of this Agreement and the Lease or any termination of this Agreement and the Lease due to Force Majeure Event or TxDOT Default, in each case without liability of Developer or TxDOT for naming the Contractor’s lost profits or business opportunity; and Authority as a co-obligee, (nFf) Be consistent require that upon Substantial Completion, StadCo will continue to retain sufficient amounts to complete the Project Improvements Work in all other respects order to achieve Final Completion, and (Gg) otherwise provide the Design-Builder must comply with the terms of Sections 31(1)(c), 31(2), 31.5, and conditions 36(1)(c) of the CDA Documents Act. The provisions of this Section 7.8 that require the Design-Build Agreement to the extent such contain certain terms and conditions requirements are applicable to collectively, the scope of work of such Contractors, and include all provisions required by this Agreement. Developer shall not amend any Contract with respect to any of the matters addressed in this Section“Design-Build Agreement Requirements.”

CONTRACT REQUIREMENTS. Each Key Contract, Contract with a single contractor in excess of $5,000,000, and Contract with an Affiliate shall: (a) Set forth a standard of professional responsibility or a standard for commercial practice equal to the requirements of the CDA Documents and Good Industry Practice for work of similar scope and scale and shall set forth effective procedures for claims and change orders; (b) Require the Contractor to carry out its scope of work in accordance with the CDA Documents, the Governmental Approvals and applicable Law, including the applicable requirements of the DBE Performance Plan; (c) Expressly include the requirements and provisions set forth in this Agreement applicable to Contractors regarding Intellectual Property rights and licenses; (d) Without cost to Developer or TxDOT and subject to the rights of the Collateral Agent set forth in any Lenders’ Direct AgreementArticle 32, expressly permit assignment to TxDOT or its successor, assign or designee of all Developer’s rights under the Key Contract, contingent only upon delivery of request from TxDOT following termination of this Agreement, allowing TxDOT or its successor, assign or designee to assume the benefit of Developer’s rights with liability only for those remaining obligations of Developer accruing after the date of assumption, such assignment to include the benefit of all Key Contractor warranties, indemnities, guarantees and professional responsibility; (e) Expressly state that any acceptance of assignment of the Contract to TxDOT or its successor, assign or designee shall not operate to make the assignee responsible or liable for any breach of the Contract by Developer or for any amounts due and owing under the Contract for work or services rendered prior to assumption (but without restriction on the Contractor’s rights to suspend work or demobilize due to Developer’s breach); (f) Expressly include a covenant to recognize and attorn to TxDOT upon receipt of notice from TxDOT that it has exercised its rights under this Agreement, without necessity for consent or approval from Developer or to determine whether TxDOT validly exercised its rights, and Developer’s covenant to waive and release any claim or cause of action against the Contractor arising out of or relating to its recognition and attornment in reliance on any such notice; (g) Not be assignable by the Contractor to any Person other than TxDOT (or its assignee) or the Collateral Agent (or its assignee) without Developer’s prior consent; (h) Expressly include requirements that the Contractor will: (i) maintain usual and customary books and records for the type and scope of operations of business in which it is engaged (e.g., constructor, equipment Supplier, designer, service provider); (ii) permit audit thereof with respect to the Project or Work by each of Developer and TxDOT pursuant to Section 34.4.1 and; (iii) provide progress reports to Developer appropriate for the type of work it is performing sufficient to enable Developer to provide the reports it is required to furnish TxDOT under this Agreement; (i) Include the right of Developer to terminate the Contract in whole or in part upon any Termination for Convenience of this Agreement without liability of Developer or TxDOT for the Contractor’s lost profits or business opportunity; (j) Expressly require the Contractor to participate in meetings between Developer and TxDOT, upon TxDOT’s request, concerning matters pertaining to such Contract or its work, provided that all direction to such Contractor shall be provided by Developer, and provided further that nothing in this clause (i) shall limit the authority of TxDOT to give such direction or take such action which, in its sole opinion, is necessary to remove an immediate and present threat to the safety of life or property; (jk) Include an agreement by the Contractor to give evidence in any dispute resolution proceeding pursuant to Article 30, if such participation is requested by either TxDOT or Developer; (kl) Expressly provide that all Liens, claims and charges of the Contractor and its Contractors at any time shall not attach to any interest of TxDOT in the Project or the Project Right of Way;. (lm) With respect to Key Contracts, expressly include a covenant, expressly stated to survive termination of the Key Contract, to promptly execute and deliver to TxDOT a new contract between the Key Contractor and TxDOT on the same terms and conditions as the Key Contract, in the event (i) the Key Contract is rejected by Developer in bankruptcy or otherwise wrongfully terminated by Developer and (ii) TxDOT delivers request for such new contract following termination or expiration of this Agreement (this subsection (lm) shall not apply to Key Contracts with TxDOT or Governmental Entities); (mn) Include the right of Developer to terminate the Contract in whole or in part upon any Termination for Convenience of this Agreement and the Lease or any termination of this Agreement and the Lease due to Force Majeure Event or TxDOT Default, in each case without liability of Developer or TxDOT for the Contractor’s lost profits or business opportunity; and (no) Be consistent in all other respects with the terms and conditions of the CDA Documents to the extent such terms and conditions are applicable to the scope of work of such Contractors, and include all provisions required by this Agreement. Developer shall not amend any Contract with respect to any of the matters addressed in this Section

CONTRACT REQUIREMENTS. Each Key Tenant shall cause (i) all contracts with any contractor regarding the construction of any Construction Work to be entered into with a Qualified Contractor and to require such contractor to perform such Construction Work in a good and workmanlike manner, (ii) all contracts with any architect or design professional regarding any Construction Work to be entered into with a Qualified Design Professional, (iii) any Project Design Contract and any Material Additional Work Design Contract to permit Landlord to use (but not own) any plans and specifications to which Tenant is then entitled pursuant to any such Project Design Contract or Material Additional Work Design Contract, Contract with a single contractor in excess of $5,000,000, and Contract with an Affiliate shall: (a) Set forth a standard of professional responsibility or a standard for commercial practice equal subject to the requirements terms of the CDA Documents applicable contract, (iv) the Project Construction Contract and Good Industry Practice any Material Additional Work Construction Contract to provide for work of similar scope and scale and shall set forth effective procedures for claims and change orders; (b) Require the Contractor to carry out its scope of work statutory retainage in accordance with the CDA Documents, the Governmental Approvals and applicable Law, including the applicable then current requirements of the DBE Performance Plan;Texas Property Code and to contain a representation and warranty that the Construction Work covered by such agreements will be warranted from defects in workmanship and materials for a period of at least one (1) year from the date of Final Completion of such Construction Work (unless a longer period of time is provided for by the manufacturer or supplier of any materials or equipment which is a part of such Construction Work) and an assignment to Landlord of the right to enforce such warranty as to any Project Improvements, to the same extent as if Landlord were a party to the contract and (v) the Project Construction Contract to (a) cover all of the Project Improvements Work through Final Completion, (b) provide for a fixed price or a guaranteed maximum price for all such work, (c) Expressly include require Substantial Completion to be achieved in accordance with the requirements and provisions set forth in terms of this Agreement applicable to Contractors regarding Intellectual Property rights and licenses; Lease, (d) Without cost be bonded by a Qualified Surety pursuant to Developer or TxDOT statutory payment and subject performance bonds which have been Approved by Landlord Representative, such Approval not to be unreasonably withheld, naming Landlord as a co-obligee (collectively, the rights “Project Construction Contract Bond”) and which covers the payment and performance obligations of the Collateral Agent set forth in any Lenders’ Direct Agreement, expressly permit assignment to TxDOT or its successor, assign or designee of all Developer’s rights such Project Contractor under the Key Contract, contingent only upon delivery of request from TxDOT following termination of this Agreement, allowing TxDOT or its successor, assign or designee to assume the benefit of Developer’s rights with liability only for those remaining obligations of Developer accruing after the date of assumption, such assignment to include the benefit of all Key Contractor warranties, indemnities, guarantees Project Construction Contract and professional responsibility; (e) Expressly state require that any acceptance of assignment of upon Substantial Completion, Tenant will continue to retain an amount at least equal to two times the Contract cost to TxDOT or its successor, assign or designee shall not operate to make the assignee responsible or liable for any breach of the Contract by Developer or for any amounts due and owing under the Contract for work or services rendered prior to assumption (but without restriction on the Contractor’s rights to suspend work or demobilize due to Developer’s breach); (f) Expressly include a covenant to recognize and attorn to TxDOT upon receipt of notice from TxDOT that it has exercised its rights under this Agreement, without necessity for consent or approval from Developer or to determine whether TxDOT validly exercised its rights, and Developer’s covenant to waive and release any claim or cause of action against the Contractor arising out of or relating to its recognition and attornment in reliance on any such notice; (g) Not be assignable by the Contractor to any Person other than TxDOT (or its assignee) or the Collateral Agent (or its assignee) without Developer’s prior consent; (h) Expressly include requirements that the Contractor will: (i) maintain usual and customary books and records for the type and scope of operations of business in which it is engaged (e.g., constructor, equipment Supplier, designer, service provider); (ii) permit audit thereof with respect to complete the Project or Improvements Work in order to achieve Final Completion unless a lesser amount is Approved by each of Developer and TxDOT pursuant to Section 34.4.1 and; Landlord’s Representative (iii) provide progress reports to Developer appropriate for collectively, the type of work it is performing sufficient to enable Developer to provide the reports it is required to furnish TxDOT under this Agreement; (i) Expressly require the Contractor to participate in meetings between Developer and TxDOT, upon TxDOT’s request, concerning matters pertaining to such “Project Construction Contract or its work, provided that all direction to such Contractor shall be provided by Developer, and provided further that nothing in this clause (i) shall limit the authority of TxDOT to give such direction or take such action which, in its sole opinion, is necessary to remove an immediate and present threat to the safety of life or property; (j) Include an agreement by the Contractor to give evidence in any dispute resolution proceeding pursuant to Article 30, if such participation is requested by either TxDOT or Developer; (k) Expressly provide that all Liens, claims and charges of the Contractor and its Contractors at any time shall not attach to any interest of TxDOT in the Project or the Project Right of Way; (l) With respect to Key Contracts, expressly include a covenant, expressly stated to survive termination of the Key Contract, to promptly execute and deliver to TxDOT a new contract between the Key Contractor and TxDOT on the same terms and conditions as the Key Contract, in the event (i) the Key Contract is rejected by Developer in bankruptcy or otherwise wrongfully terminated by Developer and (ii) TxDOT delivers request for such new contract following termination or expiration of this Agreement (this subsection (l) shall not apply to Key Contracts with TxDOT or Governmental EntitiesRequirements”); (m) Include the right of Developer to terminate the Contract in whole or in part upon any Termination for Convenience of this Agreement and the Lease or any termination of this Agreement and the Lease due to Force Majeure Event or TxDOT Default, in each case without liability of Developer or TxDOT for the Contractor’s lost profits or business opportunity; and (n) Be consistent in all other respects with the terms and conditions of the CDA Documents to the extent such terms and conditions are applicable to the scope of work of such Contractors, and include all provisions required by this Agreement. Developer shall not amend any Contract with respect to any of the matters addressed in this Section.

CONTRACT REQUIREMENTS. Each Key Tenant shall cause (i) all contracts with any contractor regarding the construction of any Construction Work to be entered into with a Qualified Contractor and to require such contractor to perform such Construction Work in a good and workmanlike manner, (ii) all contracts with any architect or design professional regarding any Construction Work to be entered into with a Qualified Design Professional, (iii) any Project Design Contract and any Material Additional Work Design Contract to permit Landlord to use (but not own) any plans and specifications to which Tenant is then entitled pursuant to any such Project Design Contract or Material Additional Work Design Contract, Contract with a single contractor in excess of $5,000,000, and Contract with an Affiliate shall: (a) Set forth a standard of professional responsibility or a standard for commercial practice equal subject to the requirements terms of the CDA Documents applicable contract, (iv) the Project Construction Contract and Good Industry Practice any Material Additional Work Construction Contract to provide for work of similar scope and scale and shall set forth effective procedures for claims and change orders; (b) Require the Contractor to carry out its scope of work statutory retainage in accordance with the CDA Documents, the Governmental Approvals and applicable Law, including the applicable then current requirements of the DBE Performance Plan; Texas Property Code and to contain a representation and warranty that the Construction Work covered by such agreements will be warranted from defects in workmanship and materials for a period of at least one (1) year from the date of Final Completion of such Construction Work (unless a longer period of time is provided for by the manufacturer or supplier of any materials or equipment which is a part of such Construction Work) and an assignment to Landlord of the right to enforce such warranty as to any Project Improvements, to the same extent as if Landlord were a party to the contract and (v) the Project Construction Contract to (a) cover all of the Project Improvements Work through Final Completion, (b) provide for a fixed price or a guaranteed maximum price for all such work, (c) Expressly include require Substantial Completion to be achieved in accordance with the requirements and provisions set forth in terms of this Agreement applicable to Contractors regarding Intellectual Property rights and licenses; Lease, (d) Without cost be bonded by a Qualified Surety pursuant to Developer or TxDOT statutory payment and subject performance bonds which have been Approved by Landlord Representative, such Approval not to be unreasonably withheld, naming Landlord as a co-obligee (collectively, the rights “Project Construction Contract Bond”) and which covers the payment and performance obligations of the Collateral Agent set forth in any Lenders’ Direct Agreement, expressly permit assignment to TxDOT or its successor, assign or designee of all Developer’s rights such Project Contractor under the Key Contract, contingent only upon delivery of request from TxDOT following termination of this Agreement, allowing TxDOT or its successor, assign or designee to assume the benefit of Developer’s rights with liability only for those remaining obligations of Developer accruing after the date of assumption, such assignment to include the benefit of all Key Contractor warranties, indemnities, guarantees Project Construction Contract and professional responsibility; (e) Expressly state require that any acceptance of assignment of upon Substantial Completion, Tenant will continue to retain an amount at least equal to two times the Contract cost to TxDOT or its successor, assign or designee shall not operate to make the assignee responsible or liable for any breach of the Contract by Developer or for any amounts due and owing under the Contract for work or services rendered prior to assumption (but without restriction on the Contractor’s rights to suspend work or demobilize due to Developer’s breach); (f) Expressly include a covenant to recognize and attorn to TxDOT upon receipt of notice from TxDOT that it has exercised its rights under this Agreement, without necessity for consent or approval from Developer or to determine whether TxDOT validly exercised its rights, and Developer’s covenant to waive and release any claim or cause of action against the Contractor arising out of or relating to its recognition and attornment in reliance on any such notice; (g) Not be assignable by the Contractor to any Person other than TxDOT (or its assignee) or the Collateral Agent (or its assignee) without Developer’s prior consent; (h) Expressly include requirements that the Contractor will: (i) maintain usual and customary books and records for the type and scope of operations of business in which it is engaged (e.g., constructor, equipment Supplier, designer, service provider); (ii) permit audit thereof with respect to complete the Project or Improvements Work in order to achieve Final Completion unless a lesser amount is Approved by each of Developer and TxDOT pursuant to Section 34.4.1 and; Landlord’s Representative (iii) provide progress reports to Developer appropriate for collectively, the type of work it is performing sufficient to enable Developer to provide the reports it is required to furnish TxDOT under this Agreement; (i) Expressly require the Contractor to participate in meetings between Developer and TxDOT, upon TxDOT’s request, concerning matters pertaining to such “Project Construction Contract or its work, provided that all direction to such Contractor shall be provided by Developer, and provided further that nothing in this clause (i) shall limit the authority of TxDOT to give such direction or take such action which, in its sole opinion, is necessary to remove an immediate and present threat to the safety of life or property; (j) Include an agreement by the Contractor to give evidence in any dispute resolution proceeding pursuant to Article 30, if such participation is requested by either TxDOT or Developer; (k) Expressly provide that all Liens, claims and charges of the Contractor and its Contractors at any time shall not attach to any interest of TxDOT in the Project or the Project Right of Way; (l) With respect to Key Contracts, expressly include a covenant, expressly stated to survive termination of the Key Contract, to promptly execute and deliver to TxDOT a new contract between the Key Contractor and TxDOT on the same terms and conditions as the Key Contract, in the event (i) the Key Contract is rejected by Developer in bankruptcy or otherwise wrongfully terminated by Developer and (ii) TxDOT delivers request for such new contract following termination or expiration of this Agreement (this subsection (l) shall not apply to Key Contracts with TxDOT or Governmental EntitiesRequirements”); (m) Include the right of Developer to terminate the Contract in whole or in part upon any Termination for Convenience of this Agreement and the Lease or any termination of this Agreement and the Lease due to Force Majeure Event or TxDOT Default, in each case without liability of Developer or TxDOT for the Contractor’s lost profits or business opportunity; and (n) Be consistent in all other respects with the terms and conditions of the CDA Documents to the extent such terms and conditions are applicable to the scope of work of such Contractors, and include all provisions required by this Agreement. Developer shall not amend any Contract with respect to any of the matters addressed in this Section.

CONTRACT REQUIREMENTS. Each Key Owner shall cause (i) all contracts with any contractor regarding the construction of any Construction Work to be entered into with a Qualified Contractor, (ii) all contracts with any architect or design professional regarding any Construction Work to be entered into with a Qualified Design Professional, (iii) the Project Design Contract and any Material Additional Work Design Contract to permit City Parties to use (but not own) any plans and specifications to which Owner is then entitled pursuant to any such Project Design Contract or Material Additional Work Design Contract, (iv) the Project Construction Contract with a single contractor in excess of $5,000,000, and any Material Additional Work Construction Contract with an Affiliate shall: (a) Set forth a standard of professional responsibility or a standard to provide for commercial practice equal to the requirements of the CDA Documents and Good Industry Practice for work of similar scope and scale and shall set forth effective procedures for claims and change orders; (b) Require the Contractor to carry out its scope of work statutory retainage in accordance with the CDA Documents, the Governmental Approvals and applicable Law, including the applicable then current requirements of the DBE Performance Plan; Texas Property Code and to contain a representation and warranty that the Construction Work covered by such agreements shall be warranted from defects in workmanship and materials for a period of at least one (c1) Expressly include the requirements and provisions set forth in this Agreement applicable to Contractors regarding Intellectual Property rights and licenses; (d) Without cost to Developer or TxDOT and subject to the rights of the Collateral Agent set forth in any Lenders’ Direct Agreement, expressly permit assignment to TxDOT or its successor, assign or designee of all Developer’s rights under the Key Contract, contingent only upon delivery of request year from TxDOT following termination of this Agreement, allowing TxDOT or its successor, assign or designee to assume the benefit of Developer’s rights with liability only for those remaining obligations of Developer accruing after the date of assumptionFinal Completion of such Construction Work (unless a longer period of time is provided for by the manufacturer or supplier of any materials or equipment which is a part of such Construction Work), such assignment and (v) the Project Construction Contract to include the benefit of (a) cover all Key Contractor warranties, indemnities, guarantees and professional responsibility; (e) Expressly state that any acceptance of assignment of the Contract Project Improvements Work through Final Completion, (b) require Substantial Completion to TxDOT or its successor, assign or designee shall not operate to make be achieved in accordance with the assignee responsible or liable for any breach of the Contract by Developer or for any amounts due and owing under the Contract for work or services rendered prior to assumption (but without restriction on the Contractor’s rights to suspend work or demobilize due to Developer’s breach); (f) Expressly include a covenant to recognize and attorn to TxDOT upon receipt of notice from TxDOT that it has exercised its rights under this Agreement, without necessity for consent or approval from Developer or to determine whether TxDOT validly exercised its rights, and Developer’s covenant to waive and release any claim or cause of action against the Contractor arising out of or relating to its recognition and attornment in reliance on any such notice; (g) Not be assignable by the Contractor to any Person other than TxDOT (or its assignee) or the Collateral Agent (or its assignee) without Developer’s prior consent; (h) Expressly include requirements that the Contractor will: (i) maintain usual and customary books and records for the type and scope of operations of business in which it is engaged (e.g., constructor, equipment Supplier, designer, service provider); (ii) permit audit thereof with respect to the Project or Work by each of Developer and TxDOT pursuant to Section 34.4.1 and; (iii) provide progress reports to Developer appropriate for the type of work it is performing sufficient to enable Developer to provide the reports it is required to furnish TxDOT under this Agreement; (i) Expressly require the Contractor to participate in meetings between Developer and TxDOT, upon TxDOT’s request, concerning matters pertaining to such Contract or its work, provided that all direction to such Contractor shall be provided by Developer, and provided further that nothing in this clause (i) shall limit the authority of TxDOT to give such direction or take such action which, in its sole opinion, is necessary to remove an immediate and present threat to the safety of life or property; (j) Include an agreement by the Contractor to give evidence in any dispute resolution proceeding pursuant to Article 30, if such participation is requested by either TxDOT or Developer; (k) Expressly provide that all Liens, claims and charges of the Contractor and its Contractors at any time shall not attach to any interest of TxDOT in the Project or the Project Right of Way; (l) With respect to Key Contracts, expressly include a covenant, expressly stated to survive termination of the Key Contract, to promptly execute and deliver to TxDOT a new contract between the Key Contractor and TxDOT on the same terms and conditions as the Key Contract, in the event (i) the Key Contract is rejected by Developer in bankruptcy or otherwise wrongfully terminated by Developer and (ii) TxDOT delivers request for such new contract following termination or expiration of this Agreement (this subsection except as otherwise Approved by City Representative pursuant to Section 11.1.5), (ld) shall as determined by Owner either be bonded by a Qualified Surety pursuant to statutory payment and performance bonds that have been Approved by City Representative, such Approval not apply to Key Contracts be unreasonably withheld (collectively, the “Project Construction Contract Bond”), or be guaranteed by a creditworthy parent entity of the Project Contractor with TxDOT or Governmental Entitiesthe financial ability to pay sums should they become due under such a parent guarantee and include the use of a customary subguard program that have been Approved by City Representative, such Approval not to be unreasonably withheld (collectively, the “Project Contractor Parent Guarantee”); (m) Include the right of Developer to terminate the Contract in whole or in part upon any Termination for Convenience of this Agreement and the Lease or any termination of this Agreement and the Lease due to Force Majeure Event or TxDOT Default, in each case without liability of Developer or TxDOT for the Contractor’s lost profits or business opportunity; and naming City as a co-obligee (nexcept as otherwise Approved by City Representative) Be consistent in all other respects with the terms and conditions of the CDA Documents (e) require that upon Substantial Completion, Owner shall continue to retain an amount at least equal to the extent such terms and conditions are applicable greater of $5,000,000.00 or two times the cost to complete the scope of work of such ContractorsProject Improvements Work in order to achieve Final Completion unless a lesser amount is Approved by City Representative (collectively, and include all provisions required by this Agreement. Developer shall not amend any the “Project Construction Contract with respect to any of the matters addressed in this SectionRequirements”).

CONTRACT REQUIREMENTS. Each Key Contract, Contract with a single contractor in excess of $5,000,000, and Contract with an Affiliate shall: (a) Set forth a standard of professional responsibility or a standard for commercial practice equal to the requirements of the CDA Documents and Good Industry Practice for work of similar scope and scale and shall set forth effective procedures for claims and change orders; (b) Require the Contractor to carry out its scope of work in accordance with the CDA Documents, the Governmental Approvals and applicable Law, including the applicable requirements of the DBE Performance Plan; (c) Expressly include the requirements and provisions set forth in this Agreement applicable to Contractors regarding Intellectual Property rights and licenses; (d) Without cost to Developer or TxDOT and subject to the rights of the Collateral Agent set forth in any Lenders’ Direct Agreement, expressly permit assignment to TxDOT or its successor, assign or designee of all Developer’s rights under the Key Contract, contingent only upon delivery of request from TxDOT following termination of this Agreement, allowing TxDOT or its successor, assign or designee to assume the benefit of Developer’s rights with liability only for those remaining obligations of Developer accruing after the date of assumption, such assignment to include the benefit of all Key Contractor warranties, indemnities, guarantees and professional responsibility; (e) Expressly state that any acceptance of assignment of the Contract to TxDOT or its successor, assign or designee shall not operate to make the assignee responsible or liable for any breach of the Contract by Developer or for any amounts due and owing under the Contract for work or services rendered prior to assumption (but without restriction on the Contractor’s rights to suspend work or demobilize due to Developer’s breach); (f) Expressly include a covenant to recognize and attorn to TxDOT upon receipt of notice from TxDOT that it has exercised its rights under this Agreement, without necessity for consent or approval from Developer or to determine whether TxDOT validly exercised its rights, and Developer’s covenant to waive and release any claim or cause of action against the Contractor arising out of or relating to its recognition and attornment in reliance on any such notice; (g) Not be assignable by the Contractor to any Person other than TxDOT (or its assignee) or the Collateral Agent (or its assignee) without Developer’s prior consent; (h) Expressly include requirements that the Contractor will: (i) maintain usual and customary books and records for the type and scope of operations of business in which it is engaged (e.g., constructor, equipment Supplier, designer, service provider); (ii) permit audit thereof with respect to the Project or Work by each of Developer and TxDOT pursuant to Section 34.4.1 and; (iii) provide progress reports to Developer appropriate for the type of work it is performing sufficient to enable Developer to provide the reports it is required to furnish TxDOT under this Agreement; (i) Expressly require the Contractor to participate in meetings between Developer and TxDOT, upon TxDOT’s request, concerning matters pertaining to such Contract or its work, ; provided that all direction to such Contractor shall be provided by Developer, and provided further that nothing in this clause (i) shall limit the authority of TxDOT to give such direction or take such action which, in its sole opinion, is necessary to remove an immediate and present threat to the safety of life or property; (j) Include an agreement by the Contractor to give evidence in any dispute resolution proceeding pursuant to Article 30, if such participation is requested by either TxDOT or Developer; (k) Expressly provide that all Liens, claims and charges of the Contractor and its Contractors at any time shall not attach to any interest of TxDOT in the Project or the Project Right of Way; (l) With respect to Key Contracts, expressly include a covenant, expressly stated to survive termination of the Key Contract, to promptly execute and deliver to TxDOT a new contract between the Key Contractor and TxDOT on the same terms and conditions as the Key Contract, in the event (i) the Key Contract is rejected by Developer in bankruptcy or otherwise wrongfully terminated by Developer and (ii) TxDOT delivers request for such new contract following termination or expiration of this Agreement (this subsection (l) shall not apply to Key Contracts with TxDOT or Governmental Entities); (m) Include the right of Developer to terminate the Contract in whole or in part upon any Termination for Convenience of this Agreement and the Lease or any termination of this Agreement and the Lease due to Force Majeure Event or TxDOT Default, in each case without liability of Developer or TxDOT for the Contractor’s lost profits or business opportunity; and (n) Be consistent in all other respects with the terms and conditions of the CDA Documents to the extent such terms and conditions are applicable to the scope of work of such Contractors, and include all provisions required by this Agreement. Developer shall not amend any Contract with respect to any of the matters addressed in this Section

CONTRACT REQUIREMENTS. Each Key Contract, Contract with a single contractor in excess of $5,000,000, and Contract with an Affiliate shall: (a) Set forth a standard of professional responsibility or a standard for commercial practice equal to the requirements of the CDA Documents and Good Industry Practice for work of similar scope and scale and shall set forth effective procedures for claims and change orders; (b) Require the Contractor to carry out its scope of work in accordance with the CDA Documents, the Governmental Approvals and applicable Law, including the applicable requirements of the DBE Performance Plan; (c) Expressly include the requirements and provisions set forth in this Agreement applicable to Contractors regarding Intellectual Property rights and licenses; (d) Without cost to Developer or TxDOT and subject to the rights of the Collateral Agent set forth in any Lenders’ Direct AgreementArticle 32, expressly permit assignment to TxDOT or its successor, assign or designee of all Developer’s rights under the Key Contract, contingent only upon delivery of request from TxDOT following termination of this Agreement, allowing TxDOT or its successor, assign or designee to assume the benefit of Developer’s rights with liability only for those remaining obligations of Developer accruing after the date of assumption, such assignment to include the benefit of all Key Contractor Subcontractor warranties, indemnities, guarantees and professional responsibility; (e) Expressly state that any acceptance of assignment of the Contract to TxDOT or its successor, assign or designee shall not operate to make the assignee responsible or liable for any breach of the Contract by Developer or for any amounts due and owing under the Contract for work or services rendered prior to assumption (but without restriction on the Contractor’s rights to suspend work or demobilize due to Developer’s breach); (f) Expressly include a covenant to recognize and attorn to TxDOT upon receipt of notice from TxDOT that it has exercised its rights under this Agreement, without necessity for consent or approval from Developer or to determine whether TxDOT validly exercised its rights, and Developer’s covenant to waive and release any claim or cause of action against the Contractor arising out of or relating to its recognition and attornment in reliance on any such notice; (g) Not be assignable by the Contractor to any Person other than TxDOT (or its assignee) or the Collateral Agent (or its assigneeAssignee) without Developer’s prior consent; (h) Expressly include requirements that the Contractor will: (i) maintain usual and customary books and records for the type and scope of operations of business in which it is engaged (e.g., constructor, equipment Supplier, designer, service provider); (ii) permit audit thereof with respect to the Project or Work by each of Developer and TxDOT pursuant to Section 34.4.1 and; (iii) provide progress reports to Developer appropriate for the type of work it is performing sufficient to enable Developer to provide the reports it is required to furnish TxDOT under this Agreement; (i) Include the right of Developer to terminate the Contract in whole or in part upon any Termination for Convenience of this Agreement without liability of Developer or TxDOT for the Contractor’s lost profits or business opportunity; (j) Expressly require the Contractor to participate in meetings between Developer and TxDOT, upon TxDOT’s request, concerning matters pertaining to such Contract or its work, provided that all direction to such Contractor shall be provided by Developer, and provided further that nothing in this clause (i) shall limit the authority of TxDOT to give such direction or take such action which, in its sole opinion, is necessary to remove an immediate and present threat to the safety of life or property; (jk) Include an agreement by the Contractor to give evidence in any dispute resolution proceeding pursuant to Article 30, if such participation is requested by either TxDOT or Developer; (kl) Expressly provide that all Liens, claims and charges of the Contractor and its Contractors at any time shall not attach to any interest of TxDOT in the Project or the Project Right of Way;. (lm) With respect to Key Contracts, expressly Expressly include a covenant, expressly stated to survive termination of the Key Contract, to promptly execute and deliver to TxDOT a new contract between the Key Contractor and TxDOT on the same terms and conditions as the Key Contract, in the event (i) the Key Contract is rejected by Developer in bankruptcy or otherwise wrongfully terminated by Developer and (ii) TxDOT delivers request for such new contract following termination or expiration of this Agreement (this subsection (lm) shall not apply to Key Contracts with TxDOT or Governmental Entities); (mn) Include the right of Developer to terminate the Contract in whole or in part upon any Termination for Convenience of this Agreement and the Lease or any termination of this Agreement and the Lease due to Force Majeure Event or TxDOT Default, in each case without liability of Developer or TxDOT for the Contractor’s lost profits or business opportunity; and (no) Be consistent in all other respects with the terms and conditions of the CDA Documents to the extent such terms and conditions are applicable to the scope of work of such Contractors, and include all provisions required by this Agreement. Developer shall not amend any Contract with respect to any of the matters addressed in this Section

CONTRACT REQUIREMENTS. Each Key Contract, Contract Tenant shall cause (i) all contracts with any contractor regarding the construction of any Construction Work to be entered into with a single Qualified Contractor and to require such contractor to perform such Construction Work in excess a good and workmanlike manner, (ii) all contracts with any architect or design professional regarding any Construction Work to be entered into with a Qualified Design Professional, (iii) the Project Design Contract and any Material Additional Work Design Contract to permit Landlord to use (but not own) any plans and specifications to which Tenant is then entitled pursuant to any such Project Design Contract or Material Additional Work Design Contract; provided that Landlord assumes the future obligations of $5,000,000Tenant under such contract including the obligation to pay any future sums due under such contract, (iv) the Project Construction Contract and any Material Additional Work Construction Contract with an Affiliate shall: (a) Set forth a standard of professional responsibility or a standard to provide for commercial practice equal to the requirements of the CDA Documents and Good Industry Practice for work of similar scope and scale and shall set forth effective procedures for claims and change orders; (b) Require the Contractor to carry out its scope of work statutory retainage in accordance with the CDA Documents, the Governmental Approvals and applicable Law, including the applicable then current requirements of the DBE Performance Plan; Texas Property Code and to contain a representation and warranty that the Construction Work covered by such agreements will be warranted from defects in workmanship and materials for a period of at least one (1) year from the date of Final Completion of such Construction Work (unless a longer period of time is provided for by the manufacturer or supplier of any materials or equipment which is a part of such Construction Work) and an assignment to Landlord of the right to enforce such warranty as to any Project Improvements, to the same extent as if Landlord were a party to the contract, (v) the Project Construction Contract and the Project Design Contract to require the Project Contractor and the Project Architect to comply with the terms of Section 9.12 hereof and (vi) the Project Construction Contract to (a) cover all of the Project Improvements Work through Final Completion, (b) provide for a fixed price or a guaranteed maximum price for all such work, (c) Expressly include require Substantial Completion to be achieved in accordance with the requirements and provisions set forth in terms of this Agreement applicable Lease (except as otherwise Approved by Landlord Representative pursuant to Contractors regarding Intellectual Property rights and licenses; Section 11.1.5), (d) Without cost as determined by Tenant either be bonded by a Qualified Surety pursuant to Developer statutory payment and performance bonds that have been Approved by Landlord Representative, such Approval not to be unreasonably withheld (the “Project Construction Contract Bond”), or TxDOT and subject to the rights be guaranteed by a creditworthy parent entity of the Collateral Agent set forth in any Lenders’ Direct Agreement, expressly permit assignment Project Contractor with the financial ability to TxDOT or its successor, assign or designee of all Developer’s rights pay sums should they become due under the Key Contract, contingent only upon delivery of request from TxDOT following termination of this Agreement, allowing TxDOT or its successor, assign or designee to assume the benefit of Developer’s rights with liability only for those remaining obligations of Developer accruing after the date of assumption, such assignment to a parent guarantee and include the benefit use of all Key a customary subguard program (collectively, the “Project Contractor warranties, indemnities, guarantees and professional responsibility; (e) Expressly state that any acceptance of assignment of the Contract to TxDOT or its successor, assign or designee shall not operate to make the assignee responsible or liable for any breach of the Contract by Developer or for any amounts due and owing under the Contract for work or services rendered prior to assumption (but without restriction on the Contractor’s rights to suspend work or demobilize due to Developer’s breachParent Guarantee”); (f) Expressly include a covenant to recognize and attorn to TxDOT upon receipt of notice from TxDOT that it has exercised its rights under this Agreement, without necessity for consent or approval from Developer or to determine whether TxDOT validly exercised its rights, and Developer’s covenant to waive and release any claim or cause of action against the Contractor arising out of or relating to its recognition and attornment in reliance on any such notice; (g) Not be assignable by the Contractor to any Person other than TxDOT (or its assignee) or the Collateral Agent (or its assignee) without Developer’s prior consent; (h) Expressly include requirements that the Contractor will: (i) maintain usual and customary books and records for the type and scope of operations of business in which it is engaged (e.g., constructor, equipment Supplier, designer, service provider); (ii) permit audit thereof with respect to the Project or Work by each of Developer and TxDOT pursuant to Section 34.4.1 and; (iii) provide progress reports to Developer appropriate for the type of work it is performing sufficient to enable Developer to provide the reports it is required to furnish TxDOT under this Agreement; (i) Expressly require the Contractor to participate in meetings between Developer and TxDOT, upon TxDOT’s request, concerning matters pertaining to such Contract or its work, provided that all direction to such Contractor shall be provided by Developer, and provided further that nothing in this clause (i) shall limit the authority of TxDOT to give such direction or take such action which, in its sole opinion, is necessary to remove an immediate and present threat to the safety of life or property; (j) Include an agreement by the Contractor to give evidence in any dispute resolution proceeding pursuant to Article 30, if such participation is requested by either TxDOT or Developer; (k) Expressly provide that all Liens, claims and charges of the Contractor and its Contractors at any time shall not attach to any interest of TxDOT in the Project or the Project Right of Way; (l) With respect to Key Contracts, expressly include a covenant, expressly stated to survive termination of the Key Contract, to promptly execute and deliver to TxDOT a new contract between the Key Contractor and TxDOT on the same terms and conditions as the Key Contract, in the event (i) the Key Contract is rejected by Developer in bankruptcy or otherwise wrongfully terminated by Developer and (ii) TxDOT delivers request for such new contract following termination or expiration of this Agreement (this subsection (l) shall not apply to Key Contracts with TxDOT or Governmental Entities); (m) Include the right of Developer to terminate the Contract in whole or in part upon any Termination for Convenience of this Agreement and the Lease or any termination of this Agreement and the Lease due to Force Majeure Event or TxDOT Default, in each case without liability of Developer or TxDOT for the Contractor’s lost profits or business opportunity; and naming Landlord as a co-obligee (nexcept as otherwise Approved by Landlord Representative pursuant to Section 11.1.5) Be consistent in all other respects with the terms and conditions of the CDA Documents (e) require that upon Substantial Completion, Tenant will continue to retain an amount at least equal to the extent such terms and conditions are applicable greater of $150,000 or two times the cost sufficient to complete the scope of work of such ContractorsProject Improvements Work in order to achieve Final Completion unless a lesser amount is Approved by Landlord’s Representative (collectively, and include all provisions required by this Agreement. Developer shall not amend any the “Project Construction Contract with respect to any of the matters addressed in this SectionRequirements”).

CONTRACT REQUIREMENTS. Each Key Contract, Contract with a single contractor in excess of $5,000,000, and each Contract with an Affiliate shall: (a) Set forth a standard of professional responsibility or a standard for commercial practice equal to the requirements of the CDA Documents and Good Industry Practice for work of similar scope and scale and shall set forth effective procedures for claims and change orders; (b) Require the Contractor to carry out its scope of work in accordance with the CDA Documents, the Governmental Approvals and applicable Law, including the applicable requirements of the DBE Performance Plan; (c) Expressly include the requirements and provisions set forth in this Agreement applicable to Contractors regarding Intellectual Property rights and licenses; (d) Without cost to Developer or TxDOT and subject to the rights of the Collateral Agent set forth in any Lenders’ Direct Agreement, expressly permit assignment to TxDOT or its successor, assign or designee of all Developer’s rights under the Key Contract, contingent only upon delivery of request from TxDOT following termination of this Agreement, allowing TxDOT or its successor, assign or designee to assume the benefit of Developer’s rights with liability only for those remaining obligations of Developer accruing after the date of assumption, such assignment to include the benefit of all Key Contractor warranties, indemnities, guarantees and professional responsibility; (e) Expressly state that any acceptance of assignment of the Contract to TxDOT or its successor, assign or designee shall not operate to make the assignee responsible or liable for any breach of the Contract by Developer or for any amounts due and owing under the Contract for work or services rendered prior to assumption (but without restriction on the Contractor’s rights to suspend work or demobilize due to Developer’s breach); (f) Expressly include a covenant to recognize and attorn to TxDOT upon receipt of notice from TxDOT that it has exercised its rights under this Agreement, without necessity for consent or approval from Developer or to determine whether TxDOT validly exercised its rights, and Developer’s covenant to waive and release any claim or cause of action against the Contractor arising out of or relating to its recognition and attornment in reliance on any such notice; (g) Not be assignable by the Contractor to any Person other than TxDOT (or its assignee) or the Collateral Agent (or its assignee) without Developer’s prior consent; (h) Expressly include requirements that the Contractor will: (i) maintain usual and customary books and records for the type and scope of operations of business in which it is engaged (e.g., constructor, equipment Supplier, designer, service provider); (ii) permit audit thereof with respect to the Project or Work by each of Developer and TxDOT pursuant to Section 34.4.1 and; (iii) provide progress reports to Developer appropriate for the type of work it is performing sufficient to enable Developer to provide the reports it is required to furnish TxDOT under this Agreement; (i) Expressly require the Contractor to participate in meetings between Developer and TxDOT, upon TxDOT’s request, concerning matters pertaining to such Contract or its work, provided that all direction to such Contractor shall be provided by Developer, and provided further that nothing in this clause (i) shall limit the authority of TxDOT to give such direction or take such action which, in its sole opinion, is necessary to remove an immediate and present threat to the safety of life or property; (j) Include an agreement by the Contractor to give evidence in any dispute resolution proceeding pursuant to Article 30, if such participation is requested by either TxDOT or Developer; (k) Expressly provide that all Liens, claims and charges of the Contractor and its Contractors at any time shall not attach to any interest of TxDOT in the Project or the Project Right of Way; (l) With respect to Key Contracts, expressly include a covenant, expressly stated to survive termination of the Key Contract, to promptly execute and deliver to TxDOT a new contract between the Key Contractor and TxDOT on the same terms and conditions as the Key Contract, in the event (i) the Key Contract is rejected by Developer in bankruptcy or otherwise wrongfully terminated by Developer and (ii) TxDOT delivers request for such new contract following termination or expiration of this Agreement (this subsection (l) shall not apply to Key Contracts with TxDOT or Governmental Entities); (m) Include the right of Developer to terminate the Contract in whole or in part upon any Termination for Convenience of this Agreement and the Lease or any termination of this Agreement and the Lease due to Force Majeure Event or TxDOT Default, in each case without liability of Developer or TxDOT for the Contractor’s lost profits or business opportunity; and (n) Be consistent in all other respects with the terms and conditions of the CDA Documents to the extent such terms and conditions are applicable to the scope of work of such Contractors, and include all provisions required by this Agreement. Developer shall not amend any Contract with respect to any of the matters addressed in this Section