Common use of Collection of Revenues Clause in Contracts

Collection of Revenues. (i) The Borrower shall at all times levy, charge and collect Farebox Revenues from its customers in accordance with its internal policies. The Borrower shall take all reasonable actions necessary to (A) ensure that it remains eligible under all applicable laws and TAMC guidelines to receive LTF Funds and STA Funds, (B) maintain compliance with the then-applicable Farebox Recovery Ratio and ensure that LTF Funds and STA Funds allocable to the Borrower are not subject to reduction due to any act or omission of the Borrower and (C) apply for or otherwise request LTF Funds and STA Funds from TAMC, in each case in accordance with all applicable TAMC guidelines. The Borrower shall take all reasonable actions necessary to (A) ensure that it remains eligible under the Transportation Safety and Investment Plan that is administered by TAMC and all applicable TAMC guidelines to receive Measure X Revenues and to ensure that Measure X Revenues allocable to the Borrower are not subject to reduction due to any act or omission of the Borrower and (B) comply with the Measure X Funding Agreement and request disbursements of Measure X Revenues in accordance therewith. (ii) The Borrower shall budget and apply for LTF Funds in each Borrower Fiscal Year in amounts at least sufficient to pay 2.0x (A) all TIFIA Debt Service due and payable during such Borrower Fiscal Year plus (B) all Debt Service due and payable in respect of all outstanding Pari Passu Obligations during such Borrower Fiscal Year. In the event that TAMC allocates to the Borrower an amount of LTF Funds that is lower than the amount requested by the Borrower, the Borrower shall deliver to the TIFIA Lender written notice of such event within five (5) Business Days after the date of such allocation, which notice shall include an explanation for the reasons for such shortfall in allocation of LTF Funds to the Borrower. (iii) Pursuant to the TAMC Irrevocable Instruction, the Borrower shall instruct TAMC to transfer all LTF Funds allocated to the Borrower to the Collateral Agent to be deposited in the Revenue Account immediately upon allocation from TAMC but no less frequently than on a monthly basis. The Borrower shall ensure that the TAMC Irrevocable Instruction remains in full force and effect at all times while the TIFIA Loan remains outstanding. The Borrower shall use all commercially reasonable efforts to ensure that TAMC maintains compliance with the TAMC Irrevocable Instruction at all times while the TIFIA Loan remains outstanding. Except for LTF Funds that have been released to the Borrower pursuant to the CASA, the Borrower shall receive and hold in trust for (and remit immediately to) the Collateral Agent any LTF Funds allocated to the Borrower that are paid to the Borrower and not directly to the Revenue Account. (iv) On each Transfer Date (as defined in the CASA) and, with respect to funds deposited to the Revenue Account in accordance with Section 5.03(a)(ii) of the CASA, on any date on which such funds are deposited into the Revenue Account, the Borrower shall cause the Collateral Agent to make the deposits pursuant to clauses First through Second in Section 5.03(b) of the CASA in the amounts required to meet the Other Revenue Transfer Conditions, to the full extent that funds are available in the Revenue Account to make such deposits. (v) If, as of the second day of any Payment Period, LTF Funds on deposit in the Senior Debt Service Account (or the applicable sub-accounts thereunder), the TIFIA Debt Service Reserve Sub-Account, or any Pari Passu Debt Service Reserve Sub-Account are not sufficient to satisfy each of the Other Revenue Transfer Conditions, the Borrower (A) shall promptly (and in any case within five (5) Business Days after the second day of the applicable Payment Period) deposit (or cause to be deposited) Other Revenues to the Revenue Account in such amounts as needed to satisfy the Other Revenue Transfer Conditions and, if necessary, continue to deposit (or cause to be deposited) Other Revenues to the Revenue Account until the Other Revenue Transfer Conditions are satisfied, and (B) shall instruct the Collateral Agent to deposit such funds into the applicable accounts as needed to meet the Borrower’s funding obligations pursuant to clauses First through Second in Section 5.03(b) of the CASA by the applicable Payment Date or other applicable date set forth in Section 5.03(b) of the CASA. (vi) In the event that the availability of LTF Funds to the Borrower are suspended, impaired or discontinued for any reason, the Borrower shall deliver to the TIFIA Lender written notice of such event and an explanation for the reasons for such suspension, impairment or discontinuance. Upon receipt of such notice by the ▇▇▇▇▇ ▇▇▇▇▇▇, the Borrower and the TIFIA Lender shall cooperate in good faith to amend the TIFIA Loan Documents as necessary to account for an appropriate replacement to LTF Funds, and to the extent necessary, the Borrower shall use its best efforts to cause the Collateral Agent and each other Secured Party to execute any such amendment to the TIFIA Loan Documents to which the Collateral Agent or such other Secured Party, as applicable, is required to be a party or to acknowledge or agree thereto.

Collection of Revenues. So long as any Bond remains Outstanding pursuant to the Bond Indenture or any Reimbursement Obligation or Annual Premium Obligation is due to the Bond Insurer thereunder or pursuant to the Series 2017 Bond Insurance Policy, the Series 2017 Senior Bond Reserve Surety, or the Series 2017 Liquidity Reserve Policy, (ia) The Borrower the Corporation shall at all times levy, charge and collect Farebox Revenues from its customers in accordance with its internal policies. The Borrower operate the Prior Project as a revenue-producing economic development project pursuant to the Act; (b) the Corporation shall take all reasonable actions necessary to (A) ensure that it remains eligible under all applicable laws and TAMC guidelines to receive LTF Funds and STA Funds, (B) maintain compliance with the then-applicable Farebox Recovery Ratio and ensure that LTF Funds and STA Funds allocable to the Borrower are not subject to reduction due to any act or omission of the Borrower and (C) apply for or otherwise request LTF Funds and STA Funds from TAMC, in each case in accordance with all applicable TAMC guidelines. The Borrower shall take all reasonable actions necessary to (A) ensure that it remains eligible under the Transportation Safety and Investment Plan that is administered by TAMC and all applicable TAMC guidelines to receive Measure X Gross Revenues and to ensure that Measure X Revenues allocable to the Borrower are not subject to reduction due to any act or omission of the Borrower and (B) comply with the Measure X Funding Agreement and request disbursements of Measure X Revenues in accordance therewith. (ii) The Borrower shall budget and apply for LTF Funds in each Borrower Fiscal Year in amounts at least sufficient to pay 2.0x (A) all TIFIA Debt Service due and payable during such Borrower Fiscal Year plus (B) all Debt Service due and payable in respect of all outstanding Pari Passu Obligations during such Borrower Fiscal Year. In the event that TAMC allocates to the Borrower an amount of LTF Funds that is lower than the amount requested by the Borrower, the Borrower shall deliver to the TIFIA Lender written notice of such event within five (5) Business Days after the date of such allocation, which notice shall include an explanation for the reasons for such shortfall in allocation of LTF Funds to the Borrower. (iii) Pursuant to the TAMC Irrevocable Instruction, the Borrower shall instruct TAMC to transfer all LTF Funds allocated to the Borrower to the Collateral Agent to be deposited in the Revenue Account immediately upon allocation from TAMC but no less frequently than on a monthly basis. The Borrower shall ensure that the TAMC Irrevocable Instruction remains in full force and effect at all times while the TIFIA Loan remains outstanding. The Borrower shall use all commercially reasonable efforts to ensure that TAMC maintains compliance with the TAMC Irrevocable Instruction at all times while the TIFIA Loan remains outstanding. Except for LTF Funds that have been released to the Borrower pursuant to the CASA, the Borrower shall receive and hold in trust for (and remit immediately to) the Collateral Agent any LTF Funds allocated to the Borrower that are paid to the Borrower Bond Trustee for payment of principal of and not directly interest on the Bonds and any Reimbursement Obligation and Annual Premium Obligation due to the Revenue Account. Bond Insurer, including (ivi) On each Transfer Date complying with all the Corporation’s obligations under the TIF Contract and the Metro Contract; (as defined ii) the payment by the Corporation of Arena Revenues to the Bond Trustee for deposit in the CASA) and, with respect to funds deposited to Arena Revenue Fund on the Revenue Account in accordance with Section 5.03(a)(ii) of the CASA, on any date on which such funds are deposited into the Revenue Account, the Borrower shall cause the Collateral Agent to make the deposits pursuant to clauses First through Second in Section 5.03(b) of the CASA dates and in the amounts required set forth herein and in the Bond Indenture; (iii) taking all action necessary to meet assist the Other Revenue Transfer Conditions, Bond Trustee (as the Corporation’s irrevocable assignee of the TIF Contract and the Metro Contract owed pursuant to the full extent that funds are available Irrevocable Assignment of TIF Contract and Irrevocable Assignment of Metro Contract, respectively) in the Revenue Account to make such deposits. (v) If, as Bond Trustee’s enforcement of any obligation of the second day of any Payment Period, LTF Funds on deposit in Commonwealth owed pursuant to the Senior Debt Service Account (or the applicable sub-accounts thereunder), the TIFIA Debt Service Reserve Sub-Account, TIF Contract or any Pari Passu Debt Service Reserve Sub-Account are not sufficient obligation of Metro Louisville owed pursuant to satisfy each the Metro Contract; provided, however, no such action by the Corporation shall cause or be deemed to cause any such TIF Revenues or Metro Revenues to become assets of the Other Revenue Transfer Conditions, Corporation or to otherwise be deemed to nullify the Borrower (A) shall promptly (absolute and in any case within five (5) Business Days after the second day irrevocable assignment of the applicable Payment Period) deposit (or cause to be deposited) Other Revenues TIF Contract and the Metro Contract to the Revenue Account in such amounts as needed to satisfy the Other Revenue Transfer Conditions and, if necessary, continue to deposit (or cause to be deposited) Other Revenues Bond Trustee pursuant to the Revenue Account until the Other Revenue Transfer Conditions are satisfiedIrrevocable Assignment of TIF Contract and Irrevocable Assignment of Metro Contract, and (B) shall instruct the Collateral Agent to deposit such funds into the applicable accounts as needed to meet the Borrower’s funding obligations pursuant to clauses First through Second in Section 5.03(b) of the CASA by the applicable Payment Date or other applicable date set forth in Section 5.03(b) of the CASArespectively. (vi) In the event that the availability of LTF Funds to the Borrower are suspended, impaired or discontinued for any reason, the Borrower shall deliver to the TIFIA Lender written notice of such event and an explanation for the reasons for such suspension, impairment or discontinuance. Upon receipt of such notice by the ▇▇▇▇▇ ▇▇▇▇▇▇, the Borrower and the TIFIA Lender shall cooperate in good faith to amend the TIFIA Loan Documents as necessary to account for an appropriate replacement to LTF Funds, and to the extent necessary, the Borrower shall use its best efforts to cause the Collateral Agent and each other Secured Party to execute any such amendment to the TIFIA Loan Documents to which the Collateral Agent or such other Secured Party, as applicable, is required to be a party or to acknowledge or agree thereto.