Common use of RATE COVERAGE Clause in Contracts

RATE COVERAGE. All terms used in this Section 16(m) that are not otherwise defined in this Agreement shall have the meanings assigned to such terms in the Indenture. (i) The Borrower shall establish, charge and collect Tolls for the privilege of traveling on the Dulles Toll Road at rates sufficient to meet the Operation and Maintenance Expenses and produce Net Revenues in such Borrower Fiscal Year and in each Borrower Fiscal Year thereafter that are at least: (A) two hundred percent (200%) of the Maximum Annual Debt Service with respect to all Outstanding First Senior ▇▇▇▇ ▇▇▇▇▇; (B) one hundred thirty-five percent (135%) of the Annual Debt Service with respect to all Outstanding First Senior ▇▇▇▇ ▇▇▇▇▇ and all Outstanding Second Senior Liens Bonds; (C) one hundred twenty percent (120%) of the Annual Debt Service with respect to all Outstanding Bonds; and (D) one hundred percent (100%) of the Annual Debt Service with respect to all Outstanding Bonds and all other obligations of the Borrower secured by Toll Road Revenues. (ii) In connection with its preparation of an Annual Budget for each Borrower Fiscal Year while any series of Bonds are Outstanding, the Borrower shall prepare a statement in which it sets forth its conclusion as to whether DTR Revenues for the current Borrower Fiscal Year and for the immediately succeeding Borrower Fiscal Year will be sufficient to comply with the Rate Coverage Test set forth in subsection (i) of this Section, which statement shall include numbers, assumptions, and other information on which it is based; provided, that for each Borrower Fiscal Year through and including the Borrower Fiscal Year during which the Final Maturity Date is scheduled to occur, the Borrower shall use its best efforts to set, charge and collect Tolls and to establish costs for the operation, maintenance, repair and renovation (taking into account any planned Capital Improvements or other Capital Expenditures) within its Annual Budget for each Borrower Fiscal Year such that the Borrower reasonably expects to achieve Net Revenues that are at least one hundred twenty-five percent (125%) of the Annual Debt Service with respect to all outstanding Bonds. (iii) If either (x) the Annual Budget adopted by the Borrower for any Borrower Fiscal Year shows that DTR Revenues will be inadequate to meet the Rate Coverage Test for such Borrower Fiscal Year or (y) the audited financial reports regarding the Dulles Toll Road delivered by the Borrower to the TIFIA Lender pursuant to Section 22(d) show that the Borrower did not satisfy the Rate Coverage Test for a Borrower Fiscal Year, then, the Borrower shall: (A) within thirty (30) days of the date such Annual Budget is adopted or such audit is final, engage a Toll Road Consultant to conduct a study and cause the Toll Road Consultant to deliver a written report to the Borrower, within sixty (60) days of such engagement, which report sets forth the results of such study and the recommendations of the Toll Road Consultant as to the actions required with respect to the operation of the Dulles Toll Road and Tolls, fees and charges for the privilege of traveling on the Dulles Toll Road in order to provide sufficient DTR Revenues in each subsequent Borrower Fiscal Year to comply with the Rate Coverage Test (provided, however, that, if such study was conducted and such a report was delivered because the Annual Budget for a Borrower Fiscal Year showed that DTR Revenues would be inadequate to meet the Rate Coverage Test for such Borrower Fiscal Year, a second study need not be conducted and a second report need not be delivered because the audited financial reports regarding the Dulles Toll Road prepared by the Borrower show that the Borrower did not satisfy the Rate Coverage Test for the same Borrower Fiscal Year); and (B) take the actions recommended by the Toll Road Consultant in such report no later than sixty (60) days after the receipt of such report. (iv) Failure to comply with the Rate Coverage Test shall not constitute an Event of Default if either (A) the Borrower complies with the covenant described in subsection (iii) of this Section or (B) the Toll Road Consultant provides a written opinion stating that the actions required in order to produce the required DTR Revenues are impracticable at that time; provided, however, that failure to comply with the Rate Coverage Test for a period of thirty- six (36) consecutive months shall in all events constitute an Event of Default, regardless of whether an event described in clause (A) or (B) of this subsection has occurred. For purposes of this subsection, “impracticable” means (x) such actions would not result in an increase in DTR Revenues that is sufficient to comply with the Rate Coverage Test, (y) the economic cost of taking such actions exceeds the economic benefit resulting from such actions or (z) the Borrower does not have sufficient available funds to pay the cost of taking such actions. (v) If any study conducted pursuant to subsection (iii) of this Section concludes that actions with respect to the operation of the Dulles Toll Road and Tolls, fees and charges for the privilege of traveling on the Dulles Toll Road will not provide sufficient DTR Revenues in each subsequent Fiscal Year to comply with Rate Coverage Test, the Borrower shall use its best efforts to collect revenues from other sources that will enable it to comply with the Rate Coverage Test.

RATE COVERAGE. All terms used in this Section 16(m16(l) that are not otherwise defined in this Agreement shall have the meanings assigned to such terms in the Indenture. (i) The Borrower Borrower, in accordance with the Development Agreement or the Toll Policy Agreement, shall establishuse its best efforts to provide for the establishment of, and to charge and collect collect, Tolls for the privilege of traveling on the Dulles Toll Road System, at rates sufficient so that Authority System Revenues are in an amount at least equal to meet the Operation (A), (B), (C), (D) and Maintenance Expenses and produce Net Revenues in such Borrower Fiscal Year and in each Borrower Fiscal Year thereafter that are at least:(E): (A) two hundred percent (200%) of the Maximum Annual Debt Service with respect to all Outstanding First Senior ▇▇▇▇ ▇▇▇▇▇; (B) one hundred thirty-five percent (135%) 150% of the Annual Debt Service with respect to all Outstanding First Senior ▇▇▇▇ ▇▇▇▇▇ and Tier Bonds; (B) 135% of the Annual Debt Service with respect to all Outstanding First Tier Bonds and Second Senior Liens Tier Bonds; (C) one hundred twenty percent 125% of the Annual Debt Service with respect to all Outstanding First Tier Bonds, Second Tier Bonds and Third Tier Bonds; (120%D) 110% of the Annual Debt Service with respect to all Outstanding Bonds; and (DE) one hundred percent 100% of the aggregate amount of the required payments described in subsections (100%a) through (j) of the Annual Debt Service with respect to all Outstanding Bonds and all other obligations Section 504 of the Borrower secured by Toll Road Revenues.Indenture to the extent such payments have not been otherwise paid or provided for from Bond proceeds; (ii) In connection with its preparation The Borrower will at least annually, prior to June 30 of an Annual Budget for each Borrower Fiscal Year while any series Year, review the financial condition of Bonds are Outstandingthe System, the Borrower shall prepare anticipated Total System Expenses, Debt Service Requirements, various reserves and other costs of the Authority System, and proceed in a statement in which timely fashion to recommend to the Tolling Body any required adjustment to the Toll Rate Schedule it sets forth its conclusion as to whether DTR Revenues for the current Borrower Fiscal Year and for the immediately succeeding Borrower Fiscal Year will be sufficient determines is necessary to comply with Section 16(l)(i) above to provide sufficient Authority System Revenue to fund amounts required to be deposited and maintained in the Rate Coverage Test set forth in subsection (i) of this Section, which statement shall include numbers, assumptions, Funds and other information on which it is based; provided, that for each Borrower Fiscal Year through and including the Borrower Fiscal Year during which the Final Maturity Date is scheduled to occur, the Borrower shall use its best efforts to set, charge and collect Tolls Accounts and to establish costs for comply with other relevant covenants in the operation, maintenance, repair Indenture and renovation (taking into account any planned Capital Improvements or other Capital Expenditures) within its Annual Budget for each Borrower Fiscal Year such that the Borrower reasonably expects to achieve Net Revenues that are at least one hundred twenty-five percent (125%) of the Annual Debt Service with respect to all outstanding Bondsthis Agreement. (iii) If either Prior to recommending any revision in the Toll Rate Schedule, the Borrower, shall obtain: (xi) a certificate of the Annual Budget adopted by Traffic Consultant stating, based upon reasonable assumptions and applying the Borrower revised Toll Rate Schedule, the projected Total System Revenue for any Borrower the then-current Fiscal Year shows that DTR Revenues will be inadequate to meet the Rate Coverage Test for such Borrower and each subsequent Fiscal Year or through the last scheduled maturity of all then-Outstanding Bonds, (yii) a certificate of the audited financial reports regarding Consulting Engineer stating, based upon reasonable assumptions, the Dulles projected Total System Expenses for the then-current Fiscal Year and each subsequent Fiscal Year through the last scheduled maturity of all Outstanding Bonds, and (iii) a certificate of an Authorized Representative stating that, based upon the information contained in the certificates described in (i) and (ii) above, the adoption of the revised Toll Road delivered by Rate Schedule will not cause Toll Revenue to decrease to an amount that will cause the Borrower to the TIFIA Lender pursuant to Section 22(d) show that the Borrower did not satisfy the Rate Coverage Test for a Borrower Fiscal Year, then, the Borrower shall: (A) within thirty (30) days of the date such Annual Budget is adopted or such audit is final, engage a Toll Road Consultant to conduct a study and cause the Toll Road Consultant to deliver a written report to the Borrower, within sixty (60) days of such engagement, which report sets forth the results of such study and the recommendations of the Toll Road Consultant as to the actions required with respect to the operation of the Dulles Toll Road and Tolls, fees and charges for the privilege of traveling on the Dulles Toll Road in order to provide sufficient DTR Revenues in each subsequent Borrower Fiscal Year fail to comply with the Rate Coverage Test requirements of Section 16(l)(i) above. Any certificate delivered by the Traffic Consultant pursuant to this subsection shall be based on the opinion of the Traffic Consultant as to Total System Revenue to be derived by the Borrower from the System under the terms of the Development Agreement and the Toll Policy Agreement (providedprovided that investment and other income not related to Tolls shall be estimated by an Authorized Representative), however, that, if such study was conducted and such a report was delivered because certificate of an Authorized Representative stating the Annual Budget for a opinion of the Borrower Fiscal Year showed that DTR Revenues would be inadequate as to meet the Rate Coverage Test for such Borrower amount of Total System Expenses paid or accrued during any pertinent Fiscal Year, a second study need not be conducted and a second report need not be delivered because the audited financial reports regarding the Dulles Toll Road prepared by the Borrower show assuming that the Borrower did not satisfy proposed Toll Rate Schedule had been in effect during the Rate Coverage Test for the same Borrower pertinent Fiscal Year); and (B) take the actions recommended by the Toll Road Consultant in such report no later than sixty (60) days after the receipt of such report. (iv) Failure The failure in any Fiscal Year to obtain Authority System Revenue in the amounts sufficient to enable the Borrower to comply with subsection (a) above, which failure may continue during the Rate Coverage Test succeeding Fiscal Year, shall not not, in and of itself, constitute an Event of Default if either (Ai) the Borrower complies with within 60 days after the covenant described end of the each Fiscal Year, requests the written recommendations of the Traffic Consultant as to how to increase Authority Toll Revenue and the written recommendations of a Consulting Engineer as to how to reduce Total System Expenses in subsection (iii) of this Section or (B) the Toll Road Consultant provides a written opinion stating that following Fiscal Year to the actions level required in order to produce the required DTR Revenues are impracticable at that time; provided, however, that failure to comply with Section 16(l)(i) above, (ii) within 60 days of the Rate Coverage Test for a period date of thirty- six (36) consecutive months shall in all events constitute an Event of Defaultthe request from the Borrower, regardless of whether an event the Traffic Consultant and/or the Consulting Engineer provide to the Borrower the written recommendations described in clause (Ai), and (iii) or (B) of this subsection has occurred. For purposes of this subsection, “impracticable” means (x) such actions would not result in an increase in DTR Revenues that is sufficient the Borrower takes steps to implement those recommendations within 30 days after receipt thereof and diligently proceeds to substantially comply with the Rate Coverage Test, (y) the economic cost of taking such actions exceeds the economic benefit resulting from such actions or (z) the Borrower does not have sufficient available funds to pay the cost of taking such actions. (v) If any study conducted pursuant to subsection (iii) of this Section concludes that actions with respect to the operation recommendations of the Dulles Toll Road Traffic Consultant and Tolls, fees and charges for the privilege of traveling on the Dulles Toll Road will not provide sufficient DTR Revenues in each subsequent Fiscal Year to comply with Rate Coverage Test, the Borrower shall use its best efforts to collect revenues from other sources that will enable it to comply with the Rate Coverage TestConsulting Engineer.