Common use of NTTA Clause in Contracts

NTTA. 8.2.2.1 Developer warrants and represents that (a) on the Effective Date it and NTTA entered into the NTTA Tolling Services Agreement for customer service and other toll collection and enforcement services for the Facility, (b) on the Effective Date it delivered to TxDOT a true and complete copy of the NTTA Tolling Services Agreement, (c) as of the Effective Date the NTTA Tolling Services Agreement was duly executed and delivered by Developer and is in full force and effect as to Developer, and (d) from December 10, 2007 through the Effective Date, it has not had any communications with the NTTA regarding the Facility, including the procurement and services potentially to be provided by NTTA, except as expressly authorized by and in accordance with the procedures set forth in Section 2.2.3 of Volume I of the RFP (Instructions to Proposers). 8.2.2.2 Developer shall provide TxDOT with at least five Business Days advance written notice of all meetings and negotiations between Developer and NTTA concerning (a) extensions of, amendments, supplements and revisions to the NTTA Tolling Services Agreement and (b) any other proposed agreement providing for NTTA to furnish customer service and other toll collection and enforcement services, or other services of any kind, for the Facility. TxDOT shall be afforded an opportunity to attend, observe and participate in such meetings and negotiations. 8.2.2.3 Amendments, supplements and revisions to the NTTA Tolling Services Agreement shall be subject to the following TxDOT rights of consent. (a) Regardless of whether TxDOT is obligated to assist Developer with stepping in or intervening as provided in Section 8.7.5 or 8.7.6, amendments, supplements and revisions to any provision of the NTTA Tolling Services Agreement (i) that expressly require a consent or approval of TxDOT or state specific rights in favor of TxDOT shall be subject to TxDOT prior written approval in its sole discretion, or (ii) that pertains to performance security provided by or on behalf of the NTTA shall be subject to TxDOT's prior reasonable written approval. (b) So long as TxDOT is obligated to assist Developer with stepping in or intervening as provided in Section 8.7.5 or Section 8.7.6, any amendment, supplement and revision to the NTTA Tolling Services Agreement that pertains to Developer’s right to step in or intervene to take over interim performance of NTTA’s obligations thereunder shall be subject to TxDOT prior written approval in its sole discretion. (c) So long as TxDOT is obligated to assist Developer with stepping in or intervening as provided in Section 8.7.5 or Section 8.7.6, any amendments, supplements and revisions to the NTTA Tolling Services Agreement not governed by clause (a) or (b) above, and adjustments to the rates or terms of NTTA’s compensation, shall be subject to TxDOT’s prior reasonable written approval unless determined by final, non-appealable decision under any dispute resolution procedures set forth in the NTTA Tolling Services Agreement or, in the absence thereof, by final, non-appealable decision under applicable Law. (d) If TxDOT is no longer obligated to assist Developer with stepping in or intervening as provided in Section 8.7.5 or Section 8.7.6, any amendments, supplements and revisions to the NTTA Tolling Services Agreement not governed by clause (a) above shall be subject to TxDOT’s prior written approval for consistency with the CDA Documents and to confirm they do not adversely affect Developer’s ability to carry out its duties under the CDA Documents, increase TxDOT’s liability or materially adversely affect TxDOT’s step-in rights. 8.2.2.4 Developer shall deliver to TxDOT, within five days after executed, delivered, created or received by Developer, true and complete copies of all agreements, revisions, amendments, supplements and other documentation relating to the NTTA Tolling Services Agreement or any other proposed agreement providing for NTTA to furnish customer service and other toll collection and enforcement services, or other services of any kind, for the Facility. 8.2.2.5 Developer acknowledges that Developer is responsible for the performance of all O&M Work, including the O&M Work within the scope of the NTTA Tolling Services Agreement.

NTTA. 8.2.2.1 Developer warrants and represents that (a) on the Effective Date it and NTTA entered into the NTTA Tolling Services Agreement for customer service and other back office toll collection and enforcement customer services for the Facility, (b) on the Effective Date it delivered to TxDOT a true and complete copy of the NTTA Tolling Services Agreement, (c) as of the Effective Date the NTTA Tolling Services Agreement was duly executed and delivered by Developer and is in full force and effect as to Developereffect, and (d) from December 10, 2007 through the Effective Date, it has not had any communications with the NTTA regarding the FacilityProject, including the procurement and services potentially to be provided by NTTA, except as expressly authorized by and in accordance with the procedures set forth in Section 2.2.3 of Volume I of the RFP (Instructions to Proposers). 8.2.2.2 Developer shall provide TxDOT with at least five Business Days advance written notice of all meetings and negotiations between Developer and NTTA concerning (a) extensions of, amendments, supplements and revisions to the NTTA Tolling Services Agreement and (b) any other proposed agreement providing for NTTA to furnish customer service and other back office toll collection and enforcement customer services, or other services of any kind, for the FacilityProject. TxDOT shall be afforded an opportunity to attend, observe and participate in such meetings and negotiations. 8.2.2.3 Amendments, supplements and revisions to the NTTA Tolling Services Agreement shall be subject to the following TxDOT rights of consent. (a) Regardless of whether TxDOT is obligated to assist Developer with stepping in or intervening as provided in Section 8.7.5 or 8.7.6, amendments, supplements and revisions to any provision of the NTTA Tolling Services Agreement (i) that expressly require a consent or approval of TxDOT or state specific rights in favor of TxDOT shall be subject to TxDOT prior written approval in its sole discretion, or (ii) that pertains to performance security provided by or on behalf of the NTTA shall be subject to TxDOT's prior reasonable written approval. (b) . So long as TxDOT is obligated to assist Developer with stepping in or intervening as provided in Section 8.7.5 or Section 8.7.6, any amendment, supplement and revision to the NTTA Tolling Services Agreement that pertains to Developer’s right to step in or intervene to take over interim performance of NTTA’s obligations thereunder shall be subject to TxDOT prior written approval in its sole discretion. (c) So long as TxDOT is obligated to assist Developer with stepping in or intervening as provided in Section 8.7.5 or Section 8.7.6, any amendments, supplements and revisions to the NTTA Tolling Services Agreement not governed by clause (a) or (b) above, and adjustments to the rates or terms of NTTA’s compensation, compensation shall be subject to TxDOT’s prior reasonable written approval unless determined by final, non-appealable decision under any dispute resolution procedures set forth in the NTTA Tolling Services Agreement or, in the absence thereof, by final, non-appealable decision under applicable Law. (d) If TxDOT is no longer obligated to assist Developer with stepping in or intervening as provided in Section 8.7.5 or Section 8.7.6, any amendments, supplements and revisions to the NTTA Tolling Services Agreement not governed by clause (a) above shall be subject to TxDOT’s prior written approval for consistency with the CDA Documents and to confirm they do not adversely affect Developer’s ability to carry out its duties under the CDA Documents, increase TxDOT’s liability or materially adversely affect TxDOT’s step-in rights. 8.2.2.4 8.2.2.3 Developer shall deliver to TxDOT, within five days after executed, delivered, created or received by Developer, true and complete copies of all agreements, revisions, amendments, supplements and other documentation relating to the NTTA Tolling Services Agreement or any other proposed agreement providing for NTTA to furnish customer service and other back office toll collection and enforcement customer services, or other services of any kind, for the FacilityProject. 8.2.2.5 8.2.2.4 Developer acknowledges that Developer is responsible for the performance of all O&M Work, including the O&M Work within the scope of the NTTA Tolling Services Agreement.

NTTA. 8.2.2.1 Developer warrants and represents that (a) on the Effective Date it and NTTA entered into the NTTA Tolling Services Agreement for customer service and other toll collection and enforcement services for the Facility, (b) on the Effective Date it delivered to TxDOT a true and complete copy of the NTTA Tolling Services Agreement, (c) as of the Effective Date the NTTA Tolling Services Agreement was duly executed and delivered by Developer and is in full force and effect as to Developer, and (d) from December 10, 2007 through the Effective Date, it has not had any communications with the NTTA regarding the FacilityProject, including the procurement and services potentially to be provided by NTTA, except as expressly authorized by and in accordance with the procedures set forth in Section 2.2.3 of Volume I of the RFP (Instructions to Proposers). 8.2.2.2 Developer shall provide TxDOT with at least five Business Days advance written notice of all meetings and negotiations between Developer and NTTA concerning (a) extensions of, amendments, supplements and revisions to the NTTA Tolling Services Agreement and (b) any other proposed agreement providing for NTTA to furnish customer service and other toll collection and enforcement services, or other services of any kind, for the FacilityProject. TxDOT shall be afforded an opportunity to attend, observe and participate in such meetings and negotiations. 8.2.2.3 Amendments, supplements and revisions to the NTTA Tolling Services Agreement shall be subject to the following TxDOT rights of consent. (a) . Regardless of whether TxDOT is obligated to assist Developer with stepping in or intervening as provided in Section 8.7.5 or 8.7.6, amendments, supplements and revisions to any provision of the NTTA Tolling Services Agreement (i) that expressly require requires a consent or approval of TxDOT or state states specific rights in favor of TxDOT shall be subject to TxDOT prior written approval in its sole discretion, or (ii) that pertains to performance security provided by or on behalf of the NTTA shall be subject to TxDOT's prior reasonable written approval. (b) , in either case subject to TxDOT's right, as a condition to giving consent, to require that Developer share with TxDOT all or any portion of any net benefit Developer may receive from any such amendment, supplement or revision. So long as TxDOT is obligated to assist Developer with stepping in or intervening as provided in Section 8.7.5 or Section 8.7.6, any amendment, supplement and revision to the NTTA Tolling Services Agreement that pertains to Developer’s right to step in or intervene to take over interim performance of NTTA’s obligations thereunder shall be subject to TxDOT prior written approval in its sole discretion. (c) So long as TxDOT is obligated to assist Developer with stepping in or intervening as provided in Section 8.7.5 or Section 8.7.6, any other amendments, supplements and revisions to the NTTA Tolling Services Agreement not governed by clause (a) or (b) above, and adjustments to the rates or terms of NTTA’s compensation, compensation shall be subject to TxDOT’s prior reasonable written approval unless determined by final, non-appealable decision under any dispute resolution procedures set forth in the NTTA Tolling Services Agreement or, in the absence thereof, by final, non-non- appealable decision under applicable Law. (d) . If TxDOT is no longer obligated to assist Developer with stepping in or intervening as provided in Section 8.7.5 or Section 8.7.6, any other amendments, supplements and revisions to the NTTA Tolling Services Agreement not governed by clause (a) above shall be subject to TxDOT’s prior written approval for consistency with the CDA Documents and to confirm they do not adversely affect Developer’s ability to carry out its duties under the CDA Documents, increase TxDOT’s liability or materially adversely affect TxDOT’s step-in rights. 8.2.2.4 8.2.2.3 Developer shall deliver to TxDOT, within five days after executed, delivered, created or received by Developer, true and complete copies of all agreements, revisions, amendments, supplements and other documentation relating to the NTTA Tolling Services Agreement or any other proposed agreement providing for NTTA to furnish customer service and other toll collection and enforcement services, or other services of any kind, for the Facility.customer 8.2.2.5 8.2.2.4 Developer acknowledges that Developer is responsible for the performance of all O&M Work, including the O&M Work within the scope of the NTTA Tolling Services Agreement.

NTTA. 8.2.2.1 Developer warrants and represents that (a) on the Effective Date it and NTTA entered into the NTTA Tolling Services Agreement for customer service and other back office toll collection and enforcement customer services for the FacilityProject, (b) on the Effective Date it delivered to TxDOT a true and complete copy of the NTTA Tolling Services Agreement, (c) as of the Effective Date the NTTA Tolling Services Agreement was duly executed and delivered by Developer and is in full force and effect as to Developer, Developer and (d) from December 1021, 2007 2006 through the Effective Date, it has not had any communications with the NTTA regarding the FacilityProject, including the procurement and services potentially to be provided by NTTA, except as expressly authorized by and in accordance with the procedures set forth in Section 2.2.3 of Volume I 1 of the RFP (Instructions to Proposers). 8.2.2.2 Developer shall provide TxDOT with at least five Business Days advance written notice of all meetings and negotiations between Developer and NTTA concerning (a) extensions of, amendments, supplements and revisions to the NTTA Tolling Services Agreement and (b) any other proposed agreement providing for NTTA to furnish customer service and other back office toll collection and enforcement customer services, or other services of any kind, for the FacilityProject. TxDOT shall be afforded an opportunity Developer consents to attendTxDOT’s attendance, observe observance and participate participation in such meetings and negotiations. 8.2.2.3 Amendments, supplements and revisions to the NTTA Tolling Services Agreement shall be subject to the following TxDOT rights of consent. (a) Regardless of whether TxDOT is obligated to assist Developer with stepping in or intervening as provided in Section 8.7.5 or 8.7.6, amendments, supplements and revisions to any provision of the NTTA Tolling Services Agreement (i) that expressly require a consent or approval of TxDOT or state specific rights in favor of TxDOT shall be subject to TxDOT prior written approval in its sole discretion, or (ii) that pertains to performance security provided by or on behalf of the NTTA shall be subject to TxDOT's prior reasonable written approval. (b) . So long as TxDOT is obligated to assist Developer with stepping in or intervening as provided in Section 8.7.5 or Section 8.7.68.7.5, any amendment, supplement and revision to the NTTA Tolling Services Agreement that pertains to Developer’s right to step in or intervene to take over interim performance of NTTA’s obligations thereunder shall be subject to TxDOT prior written approval in its sole discretion. (c) So long as TxDOT is obligated to assist Developer with stepping in or intervening as provided in Section 8.7.5 or Section 8.7.6, any amendments, supplements and revisions to the NTTA Tolling Services Agreement not governed by clause (a) or (b) above, and adjustments to the rates or terms of NTTA’s compensation, compensation shall be subject to TxDOT’s prior reasonable written approval unless determined by final, non-non- appealable decision under any dispute resolution procedures set forth in the NTTA Tolling Services Agreement or, in the absence thereof, by final, non-appealable decision under applicable Law. (d) If TxDOT is no longer obligated to assist Developer with stepping in or intervening as provided in Section 8.7.5 or Section 8.7.6, any amendments, supplements and revisions to the NTTA Tolling Services Agreement not governed by clause (a) above shall be subject to TxDOT’s prior written approval for consistency with the CDA Documents and to confirm they do not adversely affect Developer’s ability to carry out its duties under the CDA Documents, increase TxDOT’s liability or materially adversely affect TxDOT’s step-in rights. 8.2.2.4 8.2.2.3 Developer shall deliver to TxDOT, within five days after executed, delivered, created delivered or received by Developer, true and complete copies of all agreements, revisions, amendments, supplements and other material documentation relating to the NTTA Tolling Services Agreement or any other proposed agreement providing for NTTA to furnish customer service and other back office toll collection and enforcement customer services, or other services of any kind, for the FacilityProject. 8.2.2.5 Developer acknowledges that Developer is responsible for the performance of all O&M Work, including the O&M Work within the scope of the NTTA Tolling Services Agreement.

NTTA. 8.2.2.1 Developer warrants and represents that (a) on the Effective Date it and NTTA entered into the NTTA Tolling Services Agreement for customer service and other back office toll collection and enforcement customer services for the FacilityProject, (b) on the Effective Date it delivered to TxDOT a true and complete copy of the NTTA Tolling Services Agreement, (c) as of the Effective Date the NTTA Tolling Services Agreement was duly executed and delivered by Developer and is in full force and effect as to Developer, Developer and (d) from December 1021, 2007 2006 through the Effective Date, it has not had any communications with the NTTA regarding the FacilityProject, including the procurement and services potentially to be provided by NTTA, except as expressly authorized by and in accordance with the procedures set forth in Section 2.2.3 of Volume I 1 of the RFP (Instructions to Proposers). 8.2.2.2 Developer shall provide TxDOT with at least five Business Days advance written notice of all meetings and negotiations between Developer and NTTA concerning (a) extensions of, amendments, supplements and revisions to the NTTA Tolling Services Agreement and (b) any other proposed agreement providing for NTTA to furnish customer service and other back office toll collection and enforcement customer services, or other services of any kind, for the FacilityProject. TxDOT shall be afforded an opportunity Developer consents to attendTxDOT’s attendance, observe observance and participate participation in such meetings and negotiations. 8.2.2.3 Amendments, supplements and revisions to the NTTA Tolling Services Agreement shall be subject to the following TxDOT rights of consent. (a) Regardless of whether TxDOT is obligated to assist Developer with stepping in or intervening as provided in Section 8.7.5 or 8.7.6, amendments, supplements and revisions to any provision of the NTTA Tolling Services Agreement (i) that expressly require a consent or approval of TxDOT or state specific rights in favor of TxDOT shall be subject to TxDOT prior written approval in its sole discretion, or (ii) that pertains to performance security provided by or on behalf of the NTTA shall be subject to TxDOT's prior reasonable written approval. (b) . So long as TxDOT is obligated to assist Developer with stepping in or intervening as provided in Section 8.7.5 or Section 8.7.68.7.5, any amendment, supplement and revision to the NTTA Tolling Services Agreement that pertains to Developer’s right to step in or intervene to take over interim performance of NTTA’s obligations thereunder shall be subject to TxDOT prior written approval in its sole discretion. (c) So long as TxDOT is obligated to assist Developer with stepping in or intervening as provided in Section 8.7.5 or Section 8.7.6, any amendments, supplements and revisions to the NTTA Tolling Services Agreement not governed by clause (a) or (b) above, and adjustments to the rates or terms of NTTA’s compensation, compensation shall be subject to TxDOT’s prior reasonable written approval unless determined by final, non-non- appealable decision under any dispute resolution procedures set forth in the NTTA Tolling Services Agreement or, in the absence thereof, by final, non-appealable decision under applicable Law. (d) If TxDOT is no longer obligated to assist Developer with stepping in or intervening as provided in Section 8.7.5 or Section 8.7.6, any amendments, supplements and revisions to the NTTA Tolling Services Agreement not governed by clause (a) above shall be subject to TxDOT’s prior written approval for consistency with the CDA Documents and to confirm they do not adversely affect Developer’s ability to carry out its duties under the CDA Documents, increase TxDOT’s liability or materially adversely affect TxDOT’s step-in rights. 8.2.2.4 8.2.2.3 Developer shall deliver to TxDOT, within five days after executed, delivered, created delivered or received by Developer, true and complete copies of all agreements, revisions, amendments, supplements and other material documentation relating to the NTTA Tolling Services Agreement or any other proposed agreement providing for NTTA to furnish customer service and other back office toll collection and enforcement customer services, or other services of any kind, for the FacilityProject. 8.2.2.5 Developer acknowledges that Developer is responsible for the performance of all O&M Work, including the O&M Work within the scope of the NTTA Tolling Services Agreement.

NTTA. 8.2.2.1 Developer warrants and represents that (a) on the Effective Date it and NTTA entered into the NTTA Tolling Services Agreement for customer service and other toll collection and enforcement services for the Facility, (b) on the Effective Date it delivered to TxDOT a true and complete copy of the NTTA Tolling Services Agreement, (c) as of the Effective Date the NTTA Tolling Services Agreement was duly executed and delivered by Developer and is in full force and effect as to Developer, and (d) from December 10, 2007 through the Effective Date, it has not had any communications with the NTTA regarding the FacilityProject, including the procurement and services potentially to be provided by NTTA, except as expressly authorized by and in accordance with the procedures set forth in Section 2.2.3 of Volume I of the RFP (Instructions to Proposers). 8.2.2.2 Developer shall provide TxDOT with at least five Business Days advance written notice of all meetings and negotiations between Developer and NTTA concerning (a) extensions of, amendments, supplements and revisions to the NTTA Tolling Services Agreement and (b) any other proposed agreement providing for NTTA to furnish customer service and other toll collection and enforcement services, or other services of any kind, for the FacilityProject. TxDOT shall be afforded an opportunity to attend, observe and participate in such meetings and negotiations. 8.2.2.3 Amendments, supplements and revisions to the NTTA Tolling Services Agreement shall be subject to the following TxDOT rights of consent. (a) Regardless of whether TxDOT is obligated to assist Developer with stepping in or intervening as provided in Section 8.7.5 or 8.7.6, amendments, supplements and revisions to any provision of the NTTA Tolling Services Agreement (i) that expressly require a consent or approval of TxDOT or state specific rights in favor of TxDOT shall be subject to TxDOT prior written approval in its sole discretion, or (ii) that pertains to performance security provided by or on behalf of the NTTA shall be subject to TxDOT's prior reasonable written approval. (b) . So long as TxDOT is obligated to assist Developer with stepping in or intervening as provided in Section 8.7.5 or Section 8.7.6, any amendment, supplement and revision to the NTTA Tolling Services Agreement that pertains to Developer’s right to step in or intervene to take over interim performance of NTTA’s obligations thereunder shall be subject to TxDOT prior written approval in its sole discretion. (c) So long as TxDOT is obligated to assist Developer with stepping in or intervening as provided in Section 8.7.5 or Section 8.7.6, any amendments, supplements and revisions to the NTTA Tolling Services Agreement not governed by clause (a) or (b) above, and adjustments to the rates or terms of NTTA’s compensation, compensation shall be subject to TxDOT’s prior reasonable written approval unless determined by final, non-appealable decision under any dispute resolution procedures set forth in the NTTA Tolling Services Agreement or, in the absence thereof, by final, non-non- appealable decision under applicable Law. (d) If TxDOT is no longer obligated to assist Developer with stepping in or intervening as provided in Section 8.7.5 or Section 8.7.6, any amendments, supplements and revisions to the NTTA Tolling Services Agreement not governed by clause (a) above shall be subject to TxDOT’s prior written approval for consistency with the CDA Documents and to confirm they do not adversely affect Developer’s ability to carry out its duties under the CDA Documents, increase TxDOT’s liability or materially adversely affect TxDOT’s step-in rights. 8.2.2.4 8.2.2.3 Developer shall deliver to TxDOT, within five days after executed, delivered, created or received by Developer, true and complete copies of all agreements, revisions, amendments, supplements and other documentation relating to the NTTA Tolling Services Agreement or any other proposed agreement providing for NTTA to furnish customer service and other toll collection and enforcement services, or other services of any kind, for the FacilityProject. 8.2.2.5 8.2.2.4 Developer acknowledges that Developer is responsible for the performance of all O&M Work, including the O&M Work within the scope of the NTTA Tolling Services Agreement.

NTTA. 8.2.2.1 Developer warrants and represents that (a) on the Effective Date it and NTTA entered into the NTTA Tolling Services Agreement for customer service and other toll collection and enforcement services for the Facility, (b) on the Effective Date it delivered to TxDOT a true and complete copy of the NTTA Tolling Services Agreement, (c) as of the Effective Date the NTTA Tolling Services Agreement was duly executed and delivered by Developer and is in full force and effect as to Developer, and (d) from December 10, 2007 through the Effective Date, it has not had any communications with the NTTA regarding the FacilityProject, including the procurement and services potentially to be provided by NTTA, except as expressly authorized by and in accordance with the procedures set forth in Section 2.2.3 of Volume I of the RFP (Instructions to Proposers). 8.2.2.2 Developer shall provide TxDOT with at least five Business Days advance written notice of all meetings and negotiations between Developer and NTTA concerning (a) extensions of, amendments, supplements and revisions to the NTTA Tolling Services Agreement and (b) any other proposed agreement providing for NTTA to furnish customer service and other toll collection and enforcement services, or other services of any kind, for the FacilityProject. TxDOT shall be afforded an opportunity to attend, observe and participate in such meetings and negotiations. 8.2.2.3 Amendments, supplements and revisions to the NTTA Tolling Services Agreement shall be subject to the following TxDOT rights of consent. (a) Regardless of whether TxDOT is obligated to assist Developer with stepping in or intervening as provided in Section 8.7.5 or 8.7.6, amendments, supplements and revisions to any provision of the NTTA Tolling Services Agreement (i) that expressly require a consent or approval of TxDOT or state specific rights in favor of TxDOT shall be subject to TxDOT prior written approval in its sole discretion, or (iiiii) that pertains to performance security provided by or on behalf of the NTTA shall be subject to TxDOT's prior reasonable written approval. (b) So long as TxDOT is obligated to assist Developer with stepping in or intervening as provided in Section 8.7.5 or Section 8.7.6, any amendment, supplement and revision to the NTTA Tolling Services Agreement that pertains to Developer’s right to step in or intervene to take over interim performance of NTTA’s obligations thereunder shall be subject to TxDOT prior written approval in its sole discretion. (c) So long as TxDOT is obligated to assist Developer with stepping in or intervening as provided in Section 8.7.5 or Section 8.7.6, any amendments, supplements and revisions to the NTTA Tolling Services Agreement not governed by clause (a) or (b) above, and adjustments to the rates or terms of NTTA’s compensation, shall be subject to TxDOT’s prior reasonable written approval unless determined by final, non-appealable decision under any dispute resolution procedures set forth in the NTTA Tolling Services Agreement or, in the absence thereof, by final, non-appealable decision under applicable Law. (d) If TxDOT is no longer obligated to assist Developer with stepping in or intervening as provided in Section 8.7.5 or Section 8.7.6, any amendments, supplements and revisions to the NTTA Tolling Services Agreement not governed by clause (a) above shall be subject to TxDOT’s prior written approval for consistency with the CDA Documents and to confirm they do not adversely affect Developer’s ability to carry out its duties under the CDA Documents, increase TxDOT’s liability or materially adversely affect TxDOT’s step-in rights. 8.2.2.4 Developer shall deliver to TxDOT, within five days after executed, delivered, created or received by Developer, true and complete copies of all agreements, revisions, amendments, supplements and other documentation relating to the NTTA Tolling Services Agreement or any other proposed agreement providing for NTTA to furnish customer service and other toll collection and enforcement services, or other services of any kind, for the FacilityProject. 8.2.2.5 Developer acknowledges that Developer is responsible for the performance of all O&M Work, including the O&M Work within the scope of the NTTA Tolling Services Agreement.

NTTA. 8.2.2.1 Developer warrants and represents that (a) on the Effective Date it and NTTA entered into the NTTA Tolling Services Agreement for customer service and other toll collection and enforcement services for the Facility, (b) on the Effective Date it delivered to TxDOT a true and complete copy of the NTTA Tolling Services Agreement, (c) as of the Effective Date the NTTA Tolling Services Agreement was duly executed and delivered by Developer and is in full force and effect as to Developer, and (d) from December 10, 2007 through the Effective Date, it has not had any communications with the NTTA regarding the Facility, including the procurement and services potentially to be provided by NTTA, except as expressly authorized by and in accordance with the procedures set forth in Section 2.2.3 of Volume I of the RFP (Instructions to Proposers).the 8.2.2.2 Developer shall provide TxDOT with at least five Business Days advance written notice of all meetings and negotiations between Developer and NTTA concerning (a) extensions of, amendments, supplements and revisions to the NTTA Tolling Services Agreement and (b) any other proposed agreement providing for NTTA to furnish customer service and other toll collection and enforcement services, or other services of any kind, for the FacilityProject. TxDOT shall be afforded an opportunity to attend, observe and participate in such meetings and negotiations. 8.2.2.3 Amendments, supplements and revisions to the NTTA Tolling Services Agreement shall be subject to the following TxDOT rights of consent. (a) Regardless of whether TxDOT is obligated to assist Developer with stepping in or intervening as provided in Section 8.7.5 or 8.7.6, amendments, supplements and revisions to any provision of the NTTA Tolling Services Agreement (i) that expressly require a consent or approval of TxDOT or state specific rights in favor of TxDOT shall be subject to TxDOT prior written approval in its sole discretion, or (ii) that pertains to performance security provided by or on behalf of the NTTA shall be subject to TxDOT's prior reasonable written approval. (b) . So long as TxDOT is obligated to assist Developer with stepping in or intervening as provided in Section 8.7.5 or Section 8.7.6, any amendment, supplement and revision to the NTTA Tolling Services Agreement that pertains to Developer’s right to step in or intervene to take over interim performance of NTTA’s obligations thereunder shall be subject to TxDOT prior written approval in its sole discretion. (c) So long as TxDOT is obligated to assist Developer with stepping in or intervening as provided in Section 8.7.5 or Section 8.7.6, any amendments, supplements and revisions to the NTTA Tolling Services Agreement not governed by clause (a) or (b) above, and adjustments to the rates or terms of NTTA’s compensation, compensation shall be subject to TxDOT’s prior reasonable written approval unless determined by final, non-appealable decision under any dispute resolution procedures set forth in the NTTA Tolling Services Agreement or, in the absence thereof, by final, non-appealable decision under applicable Law. (d) If TxDOT is no longer obligated to assist Developer with stepping in or intervening as provided in Section 8.7.5 or Section 8.7.6, any amendments, supplements and revisions to the NTTA Tolling Services Agreement not governed by clause (a) above shall be subject to TxDOT’s prior written approval for consistency with the CDA Documents and to confirm they do not adversely affect Developer’s ability to carry out its duties under the CDA Documents, increase TxDOT’s liability or materially adversely affect TxDOT’s step-in rights. 8.2.2.4 8.2.2.3 Developer shall deliver to TxDOT, within five days after executed, delivered, created or received by Developer, true and complete copies of all agreements, revisions, amendments, supplements and other documentation relating to the NTTA Tolling Services Agreement or any other proposed agreement providing for NTTA to furnish customer service and other toll collection and enforcement services, or other services of any kind, for the FacilityProject. 8.2.2.5 8.2.2.4 Developer acknowledges that Developer is responsible for the performance of all O&M Work, including the O&M Work within the scope of the NTTA Tolling Services Agreement.