Common use of Accounting and Audit Procedures; Inspections; Reports and Records Clause in Contracts

Accounting and Audit Procedures; Inspections; Reports and Records. (a) The Borrower shall establish fiscal controls and accounting procedures sufficient to assure proper accounting for all Project and Dulles Toll Road-related transactions (including collection of Toll Road Revenues, and any other revenues attributable to the Dulles Toll Road, and TIFIA Loan requisitions received and disbursements made with regard to the Project), so that audits may be performed to ensure compliance with and enforcement of this Agreement. The Borrower shall use accounting, audit and fiscal procedures conforming to GAAP, including, with respect to the TIFIA Loan, accounting of principal and interest payments, disbursements, prepayments and calculation of interest and principal amounts outstanding under the Indenture and this Agreement. The Borrower shall maintain all funds and accounts containing Toll Road Revenues separate and apart from all other funds and accounts of the Borrower. The revenues and expenses of the Dulles Toll Road and the Project shall not be commingled with any other revenues or expenses of the Borrower. (b) So long as the TIFIA Bond or any portion thereof shall remain outstanding and until five (5) years after the TIFIA Bond shall have been paid in full, the TIFIA Lender shall have the right, upon reasonable prior notice, to visit and inspect any of the locations or properties of the Borrower, to examine its books of account and records, to make copies and extracts therefrom at the Borrower’s expense, and to discuss the Borrower’s affairs, finances and accounts with, and to be advised as to the same by, its officers and employees and its independent public accountants (and by this provision the Borrower irrevocably authorizes its independent public accountants to discuss with the TIFIA Lender the affairs, finances and accounts of the Borrower, whether or not any representative of the Borrower is present, it being understood that nothing contained in this Section 21(b) is intended to confer any right to exclude any such representative from such discussions), all at such reasonable times and intervals as the TIFIA Lender may desire. The Borrower agrees to pay all out-of-pocket expenses incurred by the TIFIA Lender in connection with the TIFIA Lender’s exercise of its rights under this Section 21(b) at any time when an Event of Default shall have occurred and be continuing. (c) The Borrower shall maintain and retain all files relating to the Project, the Dulles Toll Road and the TIFIA Loan until five (5) years after the later of the date on which (i) all rights and duties hereunder and under the TIFIA Bond (including payments) have been fulfilled and any required audits have been performed and (ii) any litigation relating to the Project, the Dulles Toll Road, the TIFIA Loan or this Agreement is finally resolved or, if the TIFIA Lender has reasonable cause to extend such date, a date to be mutually agreed upon by the TIFIA Lender and the Borrower. The Borrower shall provide to the TIFIA Lender in a timely manner all records and documentation relating to the Project or the Dulles Toll Road that the TIFIA Lender may reasonably request from time to time. (d) The Borrower shall provide to the TIFIA Lender, promptly after the sending or receipt thereof, copies of (i) all final reports, other final written materials and material correspondence, other than those that are non-substantial or ministerial in nature, sent to, or received from, any Nationally Recognized Rating Agency that has provided, or is being requested to provide, a rating on any indebtedness of the Borrower related to the Dulles Toll Road, (ii) all notices and other written communications, other than those that are non-substantive or ministerial in nature, received by it from the Trustee, (iii) all reports, notices and other written materials, other than those that are non-substantive or ministerial in nature, required to be sent to the Trustee under the Indenture or the FFGA Note Documents, and (iv) all reports, notices or other written communications (including without limitation any Baseline Asset Condition Report delivered to VDOT pursuant to Section 7.06(a) of the Permit and Operating Agreement and the Life Cycle Maintenance Plan delivered to VDOT pursuant to Section 7.06(b) of the Permit and Operating Agreement) other than those that are non-substantive or ministerial in nature, relating to any of the Principal Project Contracts; unless, in each case, the TIFIA Lender notifies the Borrower that any such reports, notices and/or other written materials no longer need to be provided. (e) The TIFIA Lender shall have the right to conduct from time to time independent financial and compliance audits of the Borrower in accordance with the Single Audit Act of 1984, as amended, and Office of Management and Budget Circular A 133, “Audits of State and Local Governments” (as applicable), or as otherwise requested by the TIFIA Lender. Upon reasonable notice, the Borrower shall cooperate fully in conducting audits and shall provide full access to any books, documents, papers or other records which are pertinent to the Project, the Dulles Toll Road or the TIFIA Loan, to the Secretary of the United States Department of Transportation, or the designee thereof, for necessary project or programmatic audits pursuant to 23 U.S.C. § 603, 49 C.F.R. § 80.19, 31 U.S.C. § 6503(h) and 31 U.S.C. § 7503(b).

Accounting and Audit Procedures; Inspections; Reports and Records. ‌ (a) The Borrower shall establish fiscal controls and accounting procedures sufficient to assure proper accounting for all Project and Dulles Toll RoadProject-related transactions (including collection of Toll Road Project Revenues, and any other revenues attributable to the Dulles Toll RoadProject, and TIFIA Loan requisitions received and disbursements made with regard to the Project), so that audits may be performed to ensure compliance with and enforcement of this Agreement. The Borrower shall use accounting, audit and fiscal procedures conforming to GAAP, including, with respect to the TIFIA Loan, accounting of principal and interest payments, disbursements, prepayments and calculation of interest and principal amounts outstanding under the Indenture and this Agreement. The Borrower shall maintain all funds and accounts containing Toll Road Revenues separate and apart from all other funds and accounts of the Borrower. The revenues and expenses of the Dulles Toll Road and the Project shall not be commingled with any other revenues or expenses of the Borroweroutstanding. (b) So long as the TIFIA Bond Loan or any portion thereof shall remain outstanding and until five (5) years after the TIFIA Bond Loan shall have been paid in full, the TIFIA Lender shall have the right, upon reasonable prior notice, to visit and inspect any of the locations or properties of the Borrower, to examine its books of account and records, to make copies and extracts therefrom at the Borrower’s expense, and to discuss the Borrower’s affairs, finances and accounts with, and to be advised as to the same by, its officers and employees (and the officers and employees of the Equity Sponsor) and its independent public accountants (and by this provision the Borrower irrevocably authorizes its independent public accountants to discuss with the TIFIA Lender the affairs, finances and accounts of the Borrower, whether or not any representative of the Borrower is present, it being understood that nothing contained in this Section 21(b) is intended to confer any right to exclude any such representative from such discussions), all at such reasonable times and intervals as the TIFIA Lender may desire. The Borrower agrees to pay all out-of-pocket expenses incurred by the TIFIA Lender in connection with the TIFIA Lender’s exercise of its rights under this Section 21(b) at any time when an Event of Default shall have occurred and be continuing. (c) The Borrower shall maintain and retain all files relating to the Project, the Dulles Toll Road Project and the TIFIA Loan until five (5) years after the later of the date on which (i) all rights and duties hereunder and under the TIFIA Bond Note (including payments) have been fulfilled and any required audits have been performed and (ii) any litigation relating to the Project, the Dulles Toll Road, the TIFIA Loan or this Agreement is finally resolved or, if the TIFIA Lender has reasonable cause to extend such date, a date to be mutually agreed upon by the TIFIA Lender and the Borrower. The Borrower shall provide to the TIFIA Lender in a timely manner all records and documentation relating to the Project or the Dulles Toll Road that the TIFIA Lender may reasonably request from time to time. (d) The Borrower shall provide to the TIFIA Lender, promptly after the sending or receipt thereof, copies of (i) all final reports, reports or other final written materials and material correspondencematerials, other than those that are non-substantial or ministerial in nature, sent to, or received from, any Nationally Recognized Rating Agency that has provided, or is being requested to provide, a rating on any indebtedness of the Borrower related to the Dulles Toll RoadBorrower, (ii) all notices and other written communications, other than those that are non-substantive or ministerial in nature, received by it from the TrusteeSenior Lender, (iii) all reports, notices and other written materials, other than those that are non-substantive or ministerial in nature, required to be sent to the Trustee Senior Lender under the Indenture or the FFGA Note DocumentsSenior Loan Agreement, and (iv) including all reportssuch notices, notices or other written communications (including without limitation any Baseline Asset Condition Report delivered to VDOT pursuant to Section 7.06(a) of the Permit and Operating Agreement and the Life Cycle Maintenance Plan delivered to VDOT pursuant to Section 7.06(b) of the Permit and Operating Agreement) other than those that are non-substantive or ministerial in nature, relating to any of the Principal Project Contracts; unless, in each case, the TIFIA Lender notifies the Borrower that any such reports, notices and/or other written materials no longer need to be provided. (e) The TIFIA Lender shall have the right to conduct from time to time independent financial and compliance audits of the Borrower in accordance with the Single Audit Act of 1984, as amended, and Office of Management and Budget Circular A 133, “Audits of State and Local Governments” (as applicable), or as otherwise requested by the TIFIA Lender. Upon reasonable notice, the Borrower shall cooperate fully in conducting audits and shall provide full access to any books, documents, papers or other records which are pertinent to the Project, the Dulles Toll Road Project or the TIFIA Loan, to the Secretary of the United States Department of Transportation, or the designee thereof, for necessary project or programmatic audits pursuant to 23 U.S.C. § 603, 49 C.F.R. § 80.19, 31 U.S.C. § 6503(h) and 31 U.S.C. § 7503(b).

Accounting and Audit Procedures; Inspections; Reports and Records. (a) The Borrower Concessionaire shall establish fiscal controls and accounting procedures sufficient to assure proper accounting for all Project and Dulles Toll RoadProject-related transactions (including collection of Toll Road Revenues, and any other revenues attributable to the Dulles Toll RoadProject, and TIFIA Loan requisitions received and disbursements made with regard to the Project), so that audits may be performed to ensure compliance with and enforcement of this Agreement. The Borrower Concessionaire shall use accounting, audit and fiscal procedures conforming to GAAP, including, with respect to the TIFIA Loan, accounting of principal and interest payments, disbursements, prepayments and calculation of interest and principal amounts outstanding under the Indenture and this Agreement. The Borrower shall maintain all funds and accounts containing Toll Road Revenues separate and apart from all other funds and accounts of the Borrower. The revenues and expenses of the Dulles Toll Road and the Project shall not be commingled with any other revenues or expenses of the Borroweroutstanding. (b) So long as the TIFIA Bond Loan or any portion thereof shall remain outstanding and until five (5) years after the TIFIA Bond Loan shall have been paid in full, the TIFIA Lender shall have the right, right upon reasonable prior notice, notice to visit and inspect any of the locations or properties of the BorrowerConcessionaire, to examine its books of account and records, to make copies and extracts therefrom at the BorrowerConcessionaire’s expense, and to discuss the BorrowerConcessionaire’s affairs, finances and accounts with, and to be advised as to the same by, its officers and employees and its independent public accountants (and by this provision the Borrower Concessionaire irrevocably authorizes its independent public accountants to discuss with the TIFIA Lender the affairs, finances and accounts of the BorrowerConcessionaire, whether or not any representative of the Borrower Concessionaire is present, it being understood that nothing contained in this Section 21(b20(b) is intended to confer any right to exclude any such representative from such discussions), all at such reasonable times and intervals as the TIFIA Lender may desire. The Borrower Concessionaire agrees to pay all out-of-pocket expenses incurred by the TIFIA Lender in connection with the TIFIA Lender’s exercise of its rights under this Section 21(b20(b) at any time when an Event of Default shall have occurred and be continuing. (c) The Borrower Concessionaire shall maintain and retain all files relating to the Project, the Dulles Toll Road Project and the TIFIA Loan until five (5) years after the later of the date on which (i1) all rights and duties hereunder and under the TIFIA Bond (including payments) have been fulfilled and any required necessary audits have been performed and (ii2) any litigation relating to the Project, the Dulles Toll Road, the TIFIA Loan or this Agreement is finally resolved or, if the TIFIA Lender has reasonable cause to extend such date, a date to be mutually agreed upon by the TIFIA Lender and the Borrowerresolved. The Borrower Concessionaire shall provide to the TIFIA Lender in a timely manner all records and documentation relating to the Project or the Dulles Toll Road that the TIFIA Lender may reasonably request from time to time. (d) The Borrower Concessionaire shall provide to the TIFIA Lender, promptly after the sending or receipt thereof, copies of (i) all final reports, reports or other final written materials and material correspondence, other than those that are non-substantial or ministerial in nature, sent to, or received from, to any Nationally Recognized Rating Agency that has provided, or is being requested to provide, a rating on any indebtedness of the Borrower related to the Dulles Toll RoadConcessionaire, (ii) all notices and other written communications, other than those that are non-substantive or ministerial in nature, communications received by it from the TrusteeSenior Lender, (iii) all reports, notices and other written materials, other than those that are non-substantive or ministerial in nature, materials required to be sent to the Trustee Senior Lender under the Indenture or the FFGA Note DocumentsSenior Loan Agreement, and (iv) all reports, notices or other written communications (including without limitation any Baseline Asset Condition Report delivered to VDOT pursuant to Section 7.06(a) of the Permit and Operating Agreement and the Life Cycle Maintenance Plan delivered to VDOT pursuant to Section 7.06(b) of the Permit and Operating Agreement) other than those that are non-substantive or ministerial in naturelimitation, all such notices relating to any of the Principal Project Contracts; unless, in each case, the TIFIA Lender notifies the Borrower that any such reports, notices and/or other written materials no longer need to be providedDesign-Build Contract. (e) The TIFIA Lender shall have the right to conduct from time to time independent financial and compliance audits of the Borrower in accordance with the Single Audit Act of 1984, as amended, and Office of Management and Budget Circular A 133, “Audits of State and Local Governments” (as applicable), or as otherwise requested by the TIFIA Lender. Upon reasonable notice, the Borrower shall cooperate fully in conducting audits and shall provide full access to any books, documents, papers or other records which are pertinent to the Project, the Dulles Toll Road or the TIFIA Loan, to the Secretary of the United States Department of Transportation, or the designee thereof, for necessary project or programmatic audits pursuant to 23 U.S.C. § 603, 49 C.F.R. § 80.19, 31 U.S.C. § 6503(h) and 31 U.S.C. § 7503(b).

Accounting and Audit Procedures; Inspections; Reports and Records. (a) The Borrower shall establish fiscal controls and accounting procedures sufficient to assure proper accounting for all Project and Dulles Toll RoadProject-related transactions (including collection of Toll Road Project Revenues, and any other revenues attributable to the Dulles Toll RoadProject, and TIFIA Loan requisitions received and disbursements made with regard to the Project), so that audits may be performed to ensure compliance with and enforcement of this Agreement. The Borrower shall use accounting, audit and fiscal procedures conforming to GAAP, including, with respect to the TIFIA Loan, accounting of principal and interest payments, disbursements, prepayments and calculation of interest and principal amounts outstanding under the Indenture and this Agreementoutstanding. The Borrower shall maintain all funds and accounts containing Toll Road Revenues separate and apart from all other funds and accounts of the Borrower. The revenues and expenses of the Dulles Toll Road and the Project shall not be commingled with any other revenues or expenses of the Borrower. (b) So long as the TIFIA Bond Loan or any portion thereof shall remain outstanding and until five (5) years after the TIFIA Bond Loan shall have been paid in full, the TIFIA Lender shall have the right, upon reasonable prior notice, to visit and inspect any of the locations or properties of the Borrower, to examine its books of account and records, to make copies and extracts therefrom at the Borrower’s expense, and to discuss the Borrower’s affairs, finances and accounts with, and to be advised as to the same by, its officers and employees (and the officers and employees of the Equity Sponsor) and its independent public accountants (and by this provision the Borrower irrevocably authorizes its independent public accountants to discuss with the TIFIA Lender the affairs, finances and accounts of the Borrower, whether or not any representative of the Borrower is present, it being understood that nothing contained in this Section 21(b) is intended to confer any right to exclude any such representative from such discussions), all at such reasonable times and intervals as the TIFIA Lender may desire. The Borrower agrees to pay all out-of-pocket expenses incurred by the TIFIA Lender in connection with the TIFIA Lender’s exercise of its rights under this Section 21(b) at any time when an Event of Default shall have occurred and be continuing. (c) . The Borrower shall maintain and retain all files relating to the Project, the Dulles Toll Road Project and the TIFIA Loan until five (5) years after the later of the date on which (i) all rights and duties hereunder and under the TIFIA Bond Note (including payments) have been fulfilled and any required audits have been performed and (ii) any litigation relating to the Project, the Dulles Toll Road, the TIFIA Loan or this Agreement is finally resolved or, if the TIFIA Lender has reasonable cause to extend such date, a date to be mutually agreed upon by the TIFIA Lender and the Borrower. The Borrower shall provide to the TIFIA Lender in a timely manner all records and documentation relating to the Project or the Dulles Toll Road that the TIFIA Lender may reasonably request from time to time. (d) . The Borrower shall provide to the TIFIA Lender, promptly after the sending or receipt thereof, copies of (i) all final reports, reports or other final written materials and material correspondencematerials, other than those that are non-substantial or ministerial in nature, sent to, or received from, any Nationally Recognized Rating Agency that has provided, or is being requested to provide, a rating on any indebtedness of the Borrower related to the Dulles Toll RoadBorrower, (ii) all notices and other written communications, other than those that are non-substantive or ministerial in nature, received by it from the TrusteeSenior Lender, (iii) all reports, notices and other written materials, other than those that are non-substantive or ministerial in nature, required to be sent to the Trustee Senior Lender under the Indenture or the FFGA Note DocumentsSenior Loan Agreement, and (iv) including all reportssuch notices, notices or other written communications (including without limitation any Baseline Asset Condition Report delivered to VDOT pursuant to Section 7.06(a) of the Permit and Operating Agreement and the Life Cycle Maintenance Plan delivered to VDOT pursuant to Section 7.06(b) of the Permit and Operating Agreement) other than those that are non-substantive or ministerial in nature, relating to any of the Principal Project Contracts; unless, in each case, the TIFIA Lender notifies the Borrower that any such reports, notices and/or other written materials no longer need to be provided. (e) . The TIFIA Lender shall have the right to conduct from time to time independent financial and compliance audits of the Borrower in accordance with the Single Audit Act of 1984, as amended, and Office of Management and Budget Circular A 133, “Audits of State and Local Governments” (as applicable), or as otherwise requested by the TIFIA Lender. Upon reasonable notice, the Borrower shall cooperate fully in conducting audits and shall provide full access to any books, documents, papers or other records which are pertinent to the Project, the Dulles Toll Road Project or the TIFIA Loan, to the Secretary of the United States Department of Transportation, or the designee thereof, for necessary project or programmatic audits pursuant to 23 U.S.C. § 603, 49 C.F.R. § 80.19, 31 U.S.C. § 6503(h) and 31 U.S.C. § 7503(b).