Common use of Adjustment of Allocated Interests Clause in Contracts

Adjustment of Allocated Interests. Commencing on the third anniversary of the Service Commencement Date (as defined in the CA) of the I-95 Project and on each succeeding three-year anniversary thereof, or at either Party’s good-faith request, CBE and 95 Express shall in good faith seek to revise the Allocated Interests to more accurately reflect the actual use by each of the Beltway Project and the I-95 Project of the Shared Facilities and Shared Services during the succeeding three-year period. The Parties have agreed that the initial Allocated Interests have been established based on the projected number of tolling transactions to be processed through the Shared Facilities on behalf of each HOT Lanes Project, but if either Party determines that such metric ceases to be appropriate to reflect the actual costs of either HOT Lanes Project’s relative use of one or more of the Shared Facilities and/or the Shared Services, then such Party may propose use of a different metric at the time it requests a revision of the Allocated Interests, and the Parties may utilize such different metric or another metric as agreed by the Parties in writing. The Allocated Interests may also be adjusted on an interim basis at any time as provided in Section 4.1.7. Notwithstanding the foregoing, no adjustment to the Allocated Interests or change to the metric, in each case that would result in CBE’s share (expressed as a percentage) of the total costs payable under Section 4.2.2 increasing by more than three percent (3%) over CBE’s share of such total costs in effect immediately prior to such adjustment or change, will be effective unless CBE has certified to 95 Express that it has notified CBE’s Lenders of the same. For example, by way of illustration only, if immediately prior to such adjustment or change CBE’s share of such total costs is 49%, and the adjustment or change would increase CBE’s share to more than 52%, then CBE must provide the certification specified in the immediately preceding sentence.