Common use of Financial Plan, Statements, and Reports Clause in Contracts

Financial Plan, Statements, and Reports. (a) The Borrower shall provide to the TIFIA Lender, within sixty (60) days after the Effective Date and annually thereafter not later than ninety (90) days after the beginning of each Borrower Fiscal Year, a Financial Plan. The Financial Plan submitted within sixty (60) days after the Effective Date should be consistent in all respects with the projections, assumptions and other information contained or reflected in the Base Case Financial Model. The initial and each subsequent Financial Plan delivered hereunder shall be subject to approval by the TIFIA Lender and, for the period through the Substantial Completion Date, the FTA Regional Office and FHWA’s Office of Innovative Program Delivery. (i) The Financial Plan shall be prepared in accordance with recognized financial reporting standards, such as those in the “Guide for Prospective Financial Information” of the American Institute of Certified Public Accountants, shall meet FHWA’s Major Project Financial Plan requirements, as amended from time to time, shall meet FTA Project Management Oversight Regulations, as amended from time-to-time, and shall be in form and substance satisfactory to the TIFIA Lender and the FTA Regional Office. (ii) The Financial Plan shall include: (A) a certificate signed by the Borrower’s Authorized Representative to the effect that the Financial Plan, including the assumptions and supporting documentation, is accurate and reasonable to the best of the Borrower’s knowledge and belief; (B) a certificate signed by the Borrower’s Authorized Representative demonstrating that annual projected Net Revenues shall be sufficient to meet the Loan Amortization Schedule and to meet the Rate Coverage Test established pursuant to Section 16(m), and (C) an electronic copy of a Revised Financial Model for the period from inception thereof through the Final Maturity Date, in substantially the form heretofore provided to the TIFIA Lender, based upon assumptions and projections with respect to the DTR Revenues, expenses and other financial aspects of the Dulles Toll Road which shall reflect the prior experience and current status of the Dulles Toll Road, and the expectations of management with respect to the Dulles Toll Road, as of the most recent practicable date prior to the delivery of such Revised Financial Model. (iii) For the period through Substantial Completion, the Financial Plan shall: (A) provide the current estimate of the total cost of the Project and the remaining cost to complete the Project, identify any significant cost changes since the previous Financial Plan, discuss reasons for and implications of the cost changes, and include a summary table showing the history of Total Project Costs by major activity or category since the Base Case Financial Model delivered as of the Effective Date and since the preceding Financial Plan; (B) provide the current schedule and implementation plan for completing the Project, including the projected Substantial Completion Date; (C) identify major milestones for each phase of the Project and compare current milestone dates with milestone dates in the Base Case Financial Model delivered as of the Effective Date and since the preceding Financial Plan, and discuss reasons for changes in Project milestones;

Financial Plan, Statements, and Reports. (a) The Borrower shall provide to the TIFIA LenderLender and the FHWA Division Office, within sixty (60) days after the Effective Date and annually thereafter not later than ninety (90) days after the beginning of each Borrower Fiscal Year, a Financial Plan. The Financial Plan submitted within sixty (60) days after the Effective Date should be consistent in all respects with the projections, assumptions and other information contained or reflected in the Base Case Financial Model. The initial and each subsequent Financial Plan delivered hereunder shall be subject to approval by the TIFIA Lender Lender, the FHWA Division Office and, for the period through the Substantial Completion Date, the FTA Regional Office and FHWA’s Office of Innovative Program Delivery. The FHWA Division Office’s approval of such Financial Plan, which consolidates all prior financial plans, is required prior to physical commencement of construction of the Project. (i) The Financial Plan shall be prepared in accordance with recognized financial reporting standards, such as those in the “Guide for Prospective Financial Information” of the American Institute of Certified Public Accountants, shall meet FHWA’s Major Project Financial Plan requirements, as amended from time to time, shall meet FTA Project Management Oversight Regulations, as amended from time-to-time, and shall be in form and substance satisfactory to the TIFIA Lender and the FTA Regional OfficeLender. (ii) The Financial Plan shall include: (A) a certificate signed by the Borrower’s Authorized Representative to the effect that the Financial Plan, including the assumptions and supporting documentation, is accurate and reasonable to the best of the Borrower’s knowledge and belief; (B) a certificate signed by the Borrower’s Authorized Representative demonstrating that annual projected Net Revenues Authority System Revenue shall be sufficient to meet the Loan Amortization Schedule and to meet the Rate Coverage Test established pursuant to Section 16(m16(l), and (C) an electronic copy of a Revised the updated Base Case Financial Model for the period from inception thereof through the Final Maturity Date, in substantially the form heretofore provided to the TIFIA Lender, based upon assumptions and projections with respect to the DTR RevenuesAuthority System Revenue, expenses and other financial aspects of the Dulles Toll Road Project which shall reflect the prior experience and current status of the Dulles Toll RoadProject, and the expectations of management with respect to the Dulles Toll RoadProject, as of the most recent practicable date prior to the delivery of such Revised Financial Modelmodel. (iii) For the period through Substantial Completion, the Financial Plan shall: (A) provide the current estimate of the total cost of the Project and the remaining cost to complete the Project, identify any significant cost changes since the previous Financial Plan, discuss reasons for and implications of the cost changes, and include a summary table showing the history of Total Project Costs by major activity or category since the Base Case Financial Model delivered as of the Effective Date and since the preceding Financial Plan; (B) provide the current schedule and implementation plan for completing the Project, including the projected Substantial Completion Date; (C) identify major milestones for each phase of the Project and compare current milestone dates with milestone dates in the Base Case Financial Model delivered as of the Effective Date and since the preceding Financial Plan, and discuss reasons for changes in Project milestones;; (D) provide current estimates of sources and uses of funds for the Project, identify any significant funding changes since the preceding Financial Plan, discuss reasons for and implications of the funding changes, and include a summary table showing the history of Project funding since the Base Case Financial Model as of the Effective Date and since the preceding Financial Plan; (E) provide an updated cash flow schedule showing annual cash needs versus available revenue and funding to meet those needs and identify any potential revenue and funding shortfalls, and addressing contingency measures that will or may be taken to address any shortfalls; (F) based on the updated cash flow schedule, provide projected debt service coverage ratios for any Senior Obligations and the TIFIA Loan through the Final Maturity Date; (G) provide cost containment strategies and risk mitigation plans that have been or may be implemented to address factors that are affecting or could affect the scheduled completion or financial viability of the Project; (H) provide the total value of approved changes in Project design or scope, and provide a listing of each individual change valued at $5,000,000 or more, setting forth the rationale or need for the proposed change and describing the impact of such change on the Project; (I) contain, in form and substance satisfactory to the TIFIA Lender, a written narrative report on the progress of design, permitting, acquisition and construction of the Project since the Base Case Financial Model as of the Effective Date and since the preceding Financial Plan, describing in reasonable detail all significant activities concerning Project status including any material matters that may affect the future performance of the Borrower’s obligations under this Agreement and the causes thereof; and (J) comply in all respects with FHWA’s Major Project Financial Plan requirements. (iv) For the period following Substantial Completion until repayment of the TIFIA Loan in full, the Financial Plan shall: (A) provide an updated cash flow schedule showing annual cash inflows (Pledged Receipts, interest and other income) and outflows (Total System Expenses, Capital Expenditures, Annual Debt Service, TIFIA Debt Service, replenishment of reserves and other uses) with a narrative identifying any potential revenue or funding shortfall and discussing contingency measures that will or may be taken to address any shortfalls; (B) provide current and estimated amounts of Pledged Receipts received and the amounts deposited into each of the accounts and subaccounts established under the Indenture and the amount disbursed from such funds and accounts and the balance in each of the funds and accounts; (C) provide an updated schedule of actual and projected Pledged Receipts, showing actual and projected debt service coverage ratios for all Bonds (including the TIFIA Bond); (D) provide a schedule of then current toll rates and planned or proposed increases; and (E) include a written narrative report explaining any variances in costs or revenues since the Base Case Financial Model and the preceding Financial Plan and describing in reasonable detail any material matters that may affect the future performance of the Borrower’s obligations under this Agreement and the causes thereof to include traffic and revenue reports, operational contracts, and third-party transactions. (b) Not later than ninety (90) days following Substantial Completion, the Borrower shall provide the TIFIA Lender with a final written narrative report, summarizing all significant activities and events, since the Base Case Financial Model, affecting the operation, maintenance, financing, or management of the Project in a form reasonably satisfactory to the TIFIA Lender. Such report shall include an updated cash flow schedule and currently projected Total Debt Service Coverage Ratios for all Borrower Fiscal Years during the term of the TIFIA Loan. For the avoidance of doubt, the Borrower must comply with the continued reporting requirements of the FHWA Major Projects Financial Plan Guidance, as amended from time to time. (c) For the period through Substantial Completion, the Borrower shall provide the TIFIA Lender with written notification at least thirty (30) days prior to instituting any increase or decrease of the overall Project Costs in an amount equal to or greater than $5,000,000, which notification shall set forth the nature of the proposed increase or decrease and an estimate of the impact of such increase or decrease on the capital costs and operating costs of the Project, and the Financial Plan. The Borrower’s notice shall demonstrate that the proposed increase or decrease is consistent with the provisions of this Agreement, is necessary or beneficial to the Project and does not materially impair the TIFIA Lender’s security or the Borrower’s ability to comply with its obligations under the Related Documents, including any financial ratios or covenants included therein. (d) The Borrower shall furnish to the TIFIA Lender: (i) as soon as available, but no later than sixty (60) days after the end of the first, second and third quarterly period of each Borrower Fiscal Year, an unaudited income statement and balance sheet of the Borrower as of the end of such period and the related unaudited statements of operations and changes in member capital and of cash flow of the Borrower for such period and for the portion of the fiscal year through the end of such period, setting forth in each case in comparative form the figures for the previous period, certified by the chief executive officer or chief financial officer of the Borrower or any Borrower’s Authorized Representative fairly stating in all material respects the financial condition of the Borrower as at the end of such period and the results of its operations and its cash flows for such period (subject to normal year-end audit adjustments); and (ii) as soon as available, but no later than one hundred fifty (150) days after the end of each Borrower Fiscal Year, a copy of the audited income statement and balance sheet of the Borrower and of the Transportation Cabinet as of the end of such Borrower Fiscal Year and the related audited statements of operations, changes in member capital and of cash flow of the Borrower for such Borrower Fiscal Year, setting forth in each case in comparative form the figures for the previous Borrower Fiscal Year, certified without a “going concern” or like qualification or exception, or qualification as to the scope of the audit, by an independent public accounting firm selected by the Borrower and which is reasonably acceptable to the TIFIA Lender. All such financial statements with respect to the Borrower and the Transportation Cabinet shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GASB (or in the case of non-U.S. Persons, substantially equivalent principles) applied consistently throughout the periods reflected therein (except for changes approved or required by the independent public accountants certifying such statements and disclosed therein). (e) The Borrower shall furnish to the TIFIA Lender, together with each delivery of annual audited financial statements of the Borrower pursuant to Section 22(d), a certificate signed by the chief executive officer or chief financial officer of the Borrower or any Borrower’s Authorized Representative, stating whether or not, to the Borrower’s knowledge, during the annual period (as the case may be) covered by such financial statements, there occurred any Event of Default or event which, with notice or lapse of time or both, would become an Event of Default, and, if any such Event of Default or other event shall have occurred during such period, the nature of such Event of Default or other event and the actions that the Borrower or the Transportation Cabinet has taken or intends to take in respect thereof.

Financial Plan, Statements, and Reports. (a) The Borrower shall provide to the TIFIA LenderLender and the FTA Regional Office, within sixty (60) days after the Effective Date and annually thereafter not later than ninety (90) days after the beginning of each Borrower Fiscal Year, a Financial PlanPlan for the Project. The Financial Plan submitted within sixty (60) days after the Effective Date should be consistent in all respects with the projections, assumptions and other information contained or reflected in the Base Case Financial Model. The initial and each subsequent Financial Plan delivered hereunder through the Substantial Completion Date shall be subject to review and comment by the FTA Regional Office and approval by the TIFIA Lender and, XXXXX Xxxxxx. The FHWA Division Office has reviewed the cost estimate of the I-90 HOV Expansion Project (Stage 3). The XXXXX Xxxxxx will consolidate all prior Financial Plans for the period through Project, both before and after the Substantial Completion Date, and approve the FTA Regional Office and FHWA’s Office of Innovative Program Deliverysame. (i) The Financial Plan for the Project shall be prepared in accordance with recognized financial reporting standards, such as those in a form and substance satisfactory to the “Guide for Prospective Financial Information” of the American Institute of Certified Public Accountants, TIFIA Lender and shall meet FHWA’s Major Project Financial Plan requirements, as amended from time to time, shall meet the FTA Project Management Oversight Regulations, as amended from time-to-time to time, and shall be in form and substance satisfactory to the TIFIA Lender and the FTA Regional Office. (ii) The Financial Plan for the Project shall include: (A) a certificate signed by the Borrower’s Authorized Representative to the effect that the Financial Plan, including the assumptions and supporting documentation, is accurate and reasonable to the best of the Borrower’s knowledge and belief; (B) a certificate signed by the Borrower’s Authorized Representative demonstrating that annual projected Net Revenues Pledged Taxes shall be sufficient to meet the Loan Amortization Schedule and to meet the Rate Coverage Test established pursuant to Section 16(m), and Schedule; (C) an electronic copy of a Revised the updated Base Case Financial Model for the period from inception thereof through the Final Maturity Date, in substantially the form heretofore provided to the TIFIA Lender, based upon assumptions and projections with respect to the DTR RevenuesPledged Taxes, expenses and other financial aspects of the Dulles Toll Road Project which shall reflect the prior experience and current status of the Dulles Toll RoadProject, and the expectations of management managementthe Borrower with respect to the Dulles Toll RoadProject, as of the most recent practicable date prior to the delivery of such Revised Financial Modelmodel; and (D) a certificate of the Borrower’s Authorized Representative indicating whether or not a Revenue Sharing Trigger Event has occurred. (iii) For the period through Substantial Completion, the Financial Plan for the Project shall: (A) provide the current estimate of the total cost of Total Project Costs, the Eligible Project Costs and the remaining cost to complete the Project, identify any significant cost changes since the previous Financial Plan, discuss reasons for and implications of the cost changes, and include a summary table showing the history of Total Project Costs by major activity or category Standard Cost Category since the Base Case Financial Model delivered as of the Effective Date and since the preceding Financial Plan; (B) provide the current schedule and implementation plan for completing the Project, including the projected Substantial Completion Date, which shall be no later than the Revenue Service Date; (C) identify major milestones for each phase of the Project and compare current milestone dates with milestone dates in the Base Case Financial Model delivered as of the Effective Date and since the preceding Financial Plan, and discuss reasons for changes in Project milestones; (D) provide current estimates of sources and uses of funds for the Project, identify any significant funding changes since the preceding Financial Plan, discuss reasons for and implications of the funding changes, and include a summary table showing the history of Project funding since the Base Case Financial Model as of the Effective Date and since the preceding Financial Plan; (E) provide an updated cash flow schedule showing annual cash needs versus available revenue and funding to meet those needs and identify any potential revenue and funding shortfalls, and addressing contingency measures that will or may be taken to address any shortfalls; (F) based on the updated cash flow schedule, provide projected debt service coverage ratios for any Prior Bonds, Parity Bonds, First Tier Junior Obligations, other Second Tier Junior Obligations and the TIFIA Bond through the Final Maturity Date; (G) provide cost containment strategies and risk mitigation plans that have been or may be implemented to address factors that are affecting or could affect the scheduled completion or financial viability of the Project;

Financial Plan, Statements, and Reports. (a) The Borrower shall provide to the TIFIA Lender, Lender and the FTA Regional Office (i) within sixty (60) days after the initial Loan Agreement Effective Date Date, a Financial Plan and annually thereafter not (ii) within sixty (60) days after each subsequent Loan Agreement Effective Date, an addendum to the Financial Plan reflecting the Funded MCA Project that closed on each such Loan Agreement Effective Date. No later than ninety (90) days after the beginning of each Borrower Fiscal YearYear occurring after such initial Loan Agreement Effective Date, a the Borrower shall submit to the TIFIA Lender an updated Financial Plan. The Financial Plan submitted within sixty (60) days after the each such Loan Agreement Effective Date should be consistent in all respects with the projections, assumptions and other information contained or reflected in the Base Case Financial ModelModel then in effect. The initial and each subsequent Financial Plan delivered hereunder in connection with each Funded MCA Project through the Substantial Completion Date for each such Funded MCA Project shall be subject to approval by the TIFIA Lender. The TIFIA Lender andwill consolidate all prior Financial Plans for each such Funded MCA Project, for the period through both before and after the Substantial Completion DateDate for such Funded MCA Project, and approve the FTA Regional Office and FHWA’s Office of Innovative Program Deliverysame. (i) The Financial Plan shall be prepared in accordance with recognized financial reporting standards, such as those in a form and substance satisfactory to the “Guide for Prospective Financial Information” of the American Institute of Certified Public Accountants, TIFIA Lender and shall meet FHWA’s Major Project Financial Plan requirements, as amended from time to time, shall meet the FTA Project Management Oversight Regulations, as amended from time-to-time to time, and shall be in form and substance satisfactory to the TIFIA Lender and the FTA Regional Office. (ii) The Financial Plan shall include: (A) a certificate signed by the Borrower’s Authorized Representative to the effect that the Financial Plan, including the assumptions and supporting documentation, is accurate and reasonable to the best of the Borrower’s knowledge and belief; (B) a certificate signed by the Borrower’s Authorized Representative demonstrating that annual projected Net Revenues Pledged Taxes shall be sufficient to meet the Loan Amortization Schedule and to meet the Rate Coverage Test established pursuant to Section 16(m), and in respect of each Funded MCA Project; (C) an electronic copy of a Revised an Updated Base Case Financial Model for the period from inception thereof through the Final Maturity DateDate of each TIFIA Loan for each Funded MCA Project, in substantially the form heretofore provided to the TIFIA Lender, based upon assumptions and projections with respect to the DTR RevenuesPledged Taxes, expenses and other financial aspects of the Dulles Toll Road each Funded MCA Project which shall reflect the prior experience and current status of the Dulles Toll Roadeach such Funded MCA Project, and the expectations of management the Borrower with respect to the Dulles Toll Roadeach Funded MCA Project, as of the most recent practicable date prior to the delivery of such Revised Updated Base Case Financial Model; and (D) a certificate of the Borrower’s Authorized Representative indicating whether or not a Revenue Sharing Trigger Event has occurred. (iii) For With respect to the Funded MCA Projects, for the period through Substantial CompletionCompletion of each such Funded MCA Project, the Financial Plan shall: (A) provide the current estimate of the total cost of Total Project Costs, the Eligible Project Costs and the remaining cost to complete the each Funded MCA Project, identify any significant cost changes since the previous Financial PlanPlan delivered in connection with the Funded MCA Projects, discuss reasons for and implications of the cost changes, and include a summary table showing the history of Total Project Costs by major activity or category Standard Cost Category since the latest Base Case Financial Model delivered as of to the Effective Date TIFIA Lender and since the preceding Financial Plan; (B) provide the current schedule and implementation plan for completing the each such Funded MCA Project, including the projected Projected Substantial Completion DateDate thereof; (C) identify major milestones for each phase of the such Funded MCA Project and compare current milestone dates with milestone dates in the latest Base Case Financial Model delivered as of to the Effective Date TIFIA Lender and since the preceding Financial Plan, and discuss reasons for changes in such milestones; (D) provide current estimates of sources and uses of funds for each such Funded MCA Project, identify any significant funding changes since the preceding Financial Plan, discuss reasons for and implications of the funding changes, and include a summary table showing the history of funding for each such Funded MCA Project milestones;since the latest Base Case Financial Model delivered to the TIFIA Lender and since the preceding Financial Plan; (E) provide an updated cash flow schedule showing annual cash needs versus available revenue and funding to meet those needs and identify any potential revenue and funding shortfalls, and addressing contingency measures that will or may be taken to address any shortfalls; (F) based on the updated cash flow schedule, provide projected debt service coverage ratios for any Prior Bonds, Parity Bonds, First Tier Junior Obligations, other Second Tier Junior Obligations and the TIFIA Bonds through the Final Maturity Date thereof; (G) provide cost containment strategies and risk mitigation plans that have been or may be implemented to address factors that are affecting or could affect the scheduled completion or financial viability of each such Funded MCA Project; (H) provide the total value of approved changes in design or scope of each such Funded MCA Project, and provide a listing of each individual change valued at $5,000,000 or more, setting forth the rationale or need for the proposed change and describing the impact of such change on each such Funded MCA Project; (I) contain, in form and substance satisfactory to the TIFIA Lender, a written narrative report on the progress of design, permitting, acquisition and construction of each such Funded MCA Project since the latest Base Case Financial Model delivered to the TIFIA Lender and since the preceding Financial Plan, describing in reasonable detail all significant activities concerning the status of each such Funded MCA Project, including any adjustment to the Projected Substantial Completion Date thereof and any material matters that may affect the future performance of the Borrower’s obligations under this Agreement and the other TIFIA MCA Documents and the causes thereof; and (J) comply in all respects with FTA Project Management Oversight Regulations. (iv) With respect to the Funded MCA Projects, for the period following Substantial Completion of each such Funded MCA Project until repayment of the TIFIA Loan related thereto in full, the Financial Plan shall: (A) provide an updated cash flow schedule showing annual cash inflows (Pledged Taxes, interest and other income) and outflows (Operations and Maintenance Expenses, Capital Expenditures, Annual Bond Debt Service for all Bonds, TIFIA Debt Service for each TIFIA Loan (whether or not required to be paid pursuant to the applicable provisions of the TIFIA Loan Agreement related thereto), replenishment of reserves and other uses) with a narrative identifying any potential revenue or funding shortfall and discussing contingency measures that will or may be taken to address any shortfalls; (B) provide current and estimated amounts of Pledged Taxes received and the amounts deposited into each of the accounts and subaccounts established under the TIFIA MCA Master Resolution and the amount disbursed from such funds and accounts and the balance in each of the funds and accounts; (C) provide an updated schedule of actual and projected Pledged Taxes, showing actual and projected debt service coverage ratios for the Prior Bonds, Parity Bonds, First Tier Junior Obligations, the TIFIA Bonds and other Second Tier Junior Obligations; and (D) include a written narrative report explaining any variances in costs or revenues since the latest Base Case Financial Model delivered to the TIFIA Lender and the preceding Financial Plan and describing in reasonable detail any material matters that may affect the future performance of the Borrower’s obligations under this Agreement and each other TIFIA MCA Document and the causes thereof to include operational contracts and third-party transactions. (b) With respect to each Funded MCA Project, for the period through Substantial Completion thereof, the Borrower shall provide the TIFIA Lender with written notification at least thirty (30) days prior to instituting any increase or decrease of the Total Project Costs for such Funded MCA Project in an amount equal to or greater than ten percent (10%) of the Total Project Costs for such Funded MCA Project, which notification shall set forth the nature of the proposed increase or decrease and an estimate of the impact of such increase or decrease on the capital costs and operating costs of such Funded MCA Project, and the Financial Plan related thereto. The Borrower’s notice shall demonstrate that the proposed increase or decrease is consistent with the provisions of this Agreement and each other applicable TIFIA MCA Document, is necessary or beneficial to such Funded MCA Project and does not materially impair the TIFIA Lender’s security or the Borrower’s ability to comply with its obligations under the Related Documents, including any financial ratios or covenants included therein. (c) The Borrower shall furnish to the TIFIA Lender: (i) As soon as available, but no later than sixty (60) days after the end of the first, second and third quarterly period of each Borrower Fiscal Year, an unaudited statement of net position of the Borrower as of the end of such period and the related unaudited statement of revenues, expenses and changes in net position of the Borrower for such period and for the portion of the Borrower Fiscal Year through the end of such period, setting forth in each case in comparative form the figures for the previous period, certified by the Borrower’s Chief Executive Officer or Chief Financial Officer, fairly stating in all material respects the financial condition of the Borrower as at the end of such period and the results of its operations for such period (subject to normal year-end audit adjustments); and (ii) As soon as available, but no later than one hundred eighty (180) days after the end of each Borrower Fiscal Year, a copy of the audited statement of net position of the Borrower as of the end of such Borrower Fiscal Year and the related audited statement of revenues, expenses and changes in net position and statement of cash flow of the Borrower for such Borrower Fiscal Year, setting forth in each case in comparative form the figures for the previous Borrower Fiscal Year, certified without a “going concern” or like qualification or exception, or qualification as to the scope of the audit, by an independent public accounting firm selected by the Borrower and which is reasonably acceptable to the TIFIA Lender and the FTA Regional Office. (d) All such Financial Statements with respect to the Borrower shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein (except for changes approved or required by the independent public accountants certifying such statements and disclosed therein). (e) The Borrower shall furnish to the TIFIA Lender, together with each delivery of annual audited or interim unaudited Financial Statements of the Borrower pursuant to Section 18(c), a certificate signed by the Borrower’s Chief Executive Officer or Chief Financial Officer, stating whether or not, to the Borrower’s knowledge, during the quarterly or annual period (as the case may be) covered by such Financial Statements, there occurred any Event of Default or event which, with notice or lapse of time or both, would become an Event of Default, and, if any such Event of Default or other event shall have occurred during such period, the nature of such Event of Default or other event and the actions that the Borrower has taken or intends to take in respect thereof. (f) On each Ratio Calculation Date after the initial date on which debt service is required to be paid in respect of any TIFIA Loans, the Borrower shall furnish to the TIFIA Lender a certificate, in form and substance satisfactory to the TIFIA Lender and signed by the Borrower’s Authorized Representative, certifying to the Debt Service Coverage Ratio and the Revenue Coverage Ratio for the Calculation Period ending on the preceding Semi-Annual Payment Date.

Financial Plan, Statements, and Reports. ‌ (a) The Borrower shall provide to the TIFIA LenderLender and the FHWA Division Office, within sixty (60) days after the Effective Date and annually thereafter not later than ninety (90) days after the beginning of each Borrower Fiscal Year, a Financial Plan. The Financial Plan submitted within sixty (60) days after the Effective Date should be consistent in all respects with the projections, assumptions and other information contained or reflected in the Base Case Financial Model. The initial and each subsequent Financial Plan delivered hereunder shall be subject to approval by the TIFIA Lender Lender, the FHWA Division Office and, for the period through the Substantial Completion Date, the FTA Regional Office and FHWA’s Office of Innovative Program Delivery. The FHWA Division Office’s approval of such Financial Plan, which consolidates all prior financial plans, is required prior to physical commencement of construction of the Project. (i) The Financial Plan shall be prepared in accordance with recognized financial reporting standards, such as those in the “Guide for Prospective Financial Information” of the American Institute of Certified Public Accountants, shall meet FHWA’s Major Project Financial Plan requirements, as amended from time to time, shall meet FTA Project Management Oversight Regulations, as amended from time-to-time, and shall be in form and substance satisfactory to the TIFIA Lender and the FTA Regional OfficeLender. (ii) The Financial Plan shall include: (A) a certificate signed by the Borrower’s Authorized Representative to the effect that the Financial Plan, including the assumptions and supporting documentation, is accurate and reasonable to the best of the Borrower’s knowledge and belief; (B) a certificate signed by the Borrower’s Authorized Representative demonstrating that annual projected Net Project Revenues shall be sufficient to meet the Loan Amortization Schedule and to meet the Rate Coverage Test established pursuant to Section 16(m16(l), and (C) an electronic copy of a Revised the updated Base Case Financial Model for the period from inception thereof through the Final Maturity Date, in substantially the form heretofore provided to the TIFIA Lender, based upon assumptions and projections with respect to the DTR Project Revenues, expenses and other financial aspects of the Dulles Toll Road Project which shall reflect the prior experience and current status of the Dulles Toll RoadProject, and the expectations of management with respect to the Dulles Toll RoadProject, as of the most recent practicable date prior to the delivery of such Revised Financial Modelmodel. (iii) For the period through Substantial Completion, the Financial Plan shall: (A) provide the current estimate of the total cost of the Project and the remaining cost to complete the Project, identify any significant cost changes since the previous Financial Plan, discuss reasons for and implications of the cost changes, and include a summary table showing the history of Total Project Costs by major activity or category since the Base Case Financial Model delivered as of the Effective Date and since the preceding Financial Plan; (B) provide the current schedule and implementation plan for completing the Project, including the projected Substantial Completion Date; (C) identify major milestones for each phase of the Project and compare current milestone dates with milestone dates in the Base Case Financial Model delivered as of the Effective Date and since the preceding Financial Plan, and discuss reasons for changes in Project milestones;

Financial Plan, Statements, and Reports. (a) The Borrower shall provide to the TIFIA LenderLender and the FHWA Colorado Division Office, within sixty (60) 60 days after the Effective Date and annually thereafter not later than ninety (90) 90 days after the beginning of each Borrower Fiscal Year, a Financial Plan. The Base Case Financial Plan submitted within sixty (60) 60 days after the Effective Date should be consistent in all respects with the projections, assumptions and other information contained or reflected in the Base Case Financial Model. The initial and each subsequent For the period through Substantial Completion, the Financial Plan delivered hereunder shall be subject to approval approved by the FHWA Colorado Division with the concurrence of the TIFIA Lender and, for the period through the Substantial Completion Date, the FTA Regional Office and FHWA’s Office of Innovative Program Delivery. (i) . The FHWA Colorado Division Office’s approval of the Base Case Financial Plan is required prior to the physical commencement of construction of the Project. The Financial Plan shall be prepared in accordance with recognized financial reporting standards, such as those in the “Guide for Prospective Financial Information” of the American Institute of Certified Public Accountants, shall meet FHWA’s Major Project Financial Plan requirements, as amended from time to time, shall meet FTA Project Management Oversight RegulationsGuidance, as amended from time-to-time, and shall be in form and substance satisfactory to the TIFIA Lender and the FTA Regional OfficeLender. (iii) The Financial Plan shall include: (A1) a certificate signed by the Borrower’s Authorized Representative to the effect that the Financial Plan, including the assumptions and supporting documentation, is accurate and reasonable to the “best of the Borrower’s knowledge and belief”; (B2) a certificate signed by the Borrower’s Authorized Representative demonstrating that annual projected Net Pledged Revenues shall be sufficient to meet the Loan Amortization Schedule and to meet the Rate Coverage Test Covenant established pursuant to Section 16(m15(o), ; and (C3) an electronic copy of a Revised Financial Model the updated “base case” financial model of the operation of the Project for the period from inception thereof through the Final Maturity Date, in substantially the form heretofore provided to the TIFIA Lender, based upon assumptions and projections with respect to the DTR Revenuesrevenues, expenses and other financial aspects of the Dulles Toll Road Project which shall reflect the prior experience and current status of the Dulles Toll RoadProject, and the expectations of management with respect to the Dulles Toll RoadProject, as of the most recent practicable date prior to the delivery of such Revised Financial Modelmodel. (iiiii) For the period through Substantial Completion, the Financial Plan shall: (A1) provide the current estimate of the total cost of the Project and the remaining cost to complete the Project, identify any significant cost changes since the previous Financial Plan, discuss reasons for and implications of the cost changes, and include a summary table showing the history of Total Project Costs by major activity or category since the Base Case Financial Model delivered as of the Effective Date Plan and since the preceding Financial Plan; (B2) provide the current schedule and implementation plan for completing the Project, including a the projected Substantial Completion Date; (C) , identify major milestones for each phase of the Project and compare current milestone dates with milestone dates in the Base Case Financial Model delivered as of the Effective Date Plan and since the preceding Financial Plan, and discuss reasons for changes in Project milestones; (3) provide current estimates of sources and uses of funds for the Project, identify any significant funding changes since the preceding Financial Plan, discuss reasons for and implications of the funding changes, and include a summary table showing the history of Project funding since the Base Case Financial Plan and the preceding Financial Plan; (4) provide an updated cash flow schedule showing annual cash needs versus available revenue and funding to meet those needs and identify any potential revenue and funding shortfalls and addressing contingency measures that will or may be taken to address any shortfalls; (5) based on the updated cash flow schedule, provide projected debt service coverage ratios for any Senior Obligations and the TIFIA Loan through the Final Maturity Date;

Financial Plan, Statements, and Reports. (a) The Borrower Concessionaire shall provide to the TIFIA Lender, within sixty thirty (6030) days after the Effective Date and annually thereafter not later than ninety sixty (9060) days after the beginning of each Borrower Concessionaire Fiscal Year, a Financial Plan. The Financial Plan submitted within sixty (60) days after the Effective Date should be consistent in all respects with the projections, assumptions and other information contained or reflected in the Base Case Financial Model. The initial and each subsequent Financial Plan delivered hereunder shall be subject to approval by the TIFIA Lender and, for the period through the Substantial Completion Date, the FTA Regional Office and FHWA’s Office of Innovative Program Delivery. (i) The Financial Plan shall be prepared in accordance with recognized financial reporting standards, such as those in the “Guide for Prospective Financial Information” of the American Institute of Certified Public Accountants, shall meet FHWA’s Major Project Financial Plan requirements, as amended from time to time, shall meet FTA Project Management Oversight Regulations, as amended from time-to-time, and shall be in form and substance satisfactory to the TIFIA Lender and the FTA Regional OfficeLender. (iii) The Financial Plan shall include: (A1) a certificate Certificate signed by the Borrower’s Authorized Representative to the effect that the Financial Plan, including the assumptions and supporting documentation, is accurate and reasonable to the best of the Borrower’s knowledge and belief; (B) a certificate signed by the BorrowerConcessionaire’s Authorized Representative demonstrating that annual projected Net Revenues shall be sufficient to meet the Loan Amortization Schedule and to meet the Rate Coverage Test Oversight Covenant established pursuant to Section 16(m), 16(q) and (C2) an electronic copy of a Revised Financial Model the updated “base case” financial model of the operation of the Project for the period from inception thereof through the Final Maturity Date2047, in substantially the form heretofore provided to the TIFIA Lender, based upon assumptions and projections with respect to the DTR Revenuesrevenues, expenses and other financial aspects of the Dulles Toll Road Project which shall reflect the prior experience and current status of the Dulles Toll RoadProject, and the expectations of management with respect to the Dulles Toll RoadProject, as of the most recent practicable date prior to the delivery of such Revised Financial Modelmodel. (iiiii) For the period through Substantial Completion, the Financial Plan shall: (A1) provide the current estimate of the total cost of the Project and the remaining cost to complete the Project, identify any significant cost changes since the previous Financial Plan, discuss reasons for and implications of the cost changes, and include a summary table showing the history of Total Project Costs by major activity or category since the Base Case Financial Model delivered as of the Effective Date and since the preceding Financial Plan; (B2) provide the current schedule and implementation plan for completing the Project, including a date on which Substantial Completion is expected to occur (the projected “Substantial Completion Date; (C) ”), identify major milestones for each phase of the Project and compare current milestone dates with milestone dates in the Base Case Financial Model delivered as of the Effective Date and since the preceding Financial Plan, and discuss reasons for changes in Project milestones;; (3) provide current estimates of sources and uses of funds for the Project, identify any significant funding changes since the preceding Financial Plan, discuss reasons for and implications of the funding changes, and include a summary table showing the history of Project funding since the Base Case Financial Model and the preceding Financial Plan; (4) provide an updated cash flow schedule showing annual cash needs versus available revenue and funding to meet those needs and identify any potential revenue and funding shortfalls, addressing contingency measures that will or may be taken to address any shortfalls; (5) based on the updated cash flow schedule, provide projected debt service coverage ratios for Senior Loans and the TIFIA Loan through the Final Maturity Date; (6) provide cost containment strategies and risk mitigation plans that have been or may be implemented to address factors that are affecting or could affect the scheduled completion or financial viability of the Project; (7) provide the total value of approved changes in Project design or scope, and provide a listing of each individual change valued at $5,000,000 or more, setting forth the rationale or need for the proposed change and describing the impact of such change on the Project; and (8) contain, in form and substance satisfactory to the TIFIA Lender, a written narrative report on the progress of design, permitting, acquisition and construction of the Project since the Base Case Financial Model and the preceding Financial Plan, describing in reasonable detail all significant activities concerning Project status including any material matters that may affect the future performance of the Concessionaire’s obligations under this Agreement and the causes thereof. (iii) For the period following Substantial Completion until repayment of the TIFIA Loan in full, the Financial Plan shall: (1) provide an updated cash flow schedule showing annual cash inflows (Revenues, interest and other income) and outflows (operating costs, capital costs, senior debt service, TIFIA Loan repayments, replenishment of reserves and other uses) with a narrative identifying any potential revenue or funding shortfall and discussing contingency measures that will or may be taken to address any shortfalls; (2) provide current and estimated amounts of revenues received and the amounts deposited into each fund and account held under the Indenture and the amount disbursed from such funds and accounts and the balance in each of the funds and accounts; (3) provide an updated schedule of actual and projected Revenues, showing actual and projected debt service coverage ratios for the Senior Loans; (4) provide a schedule of current toll rates and planned increases; and (5) include a written narrative report explaining any variances in costs or revenues since the Base Case Financial Model and the preceding Financial Plan and describing in reasonable detail any material matters that may affect the future performance of the Concessionaire’s obligations under this Agreement and the causes thereof to include, but not limited, traffic and revenue reports, operational contracts, and third- party transactions. (b) Not later than ninety (90) days following the date of Substantial Completion, the Concessionaire shall provide the TIFIA Lender with a final written narrative report, summarizing all significant activities and events, since the initial Financial Plan, affecting the operation, maintenance, financing, or management of the Project in a form reasonably satisfactory to the TIFIA Lender. Such report shall include an updated cash flow schedule and currently projected Total Debt Service Coverage Ratio. (c) For the period through Substantial Completion, the Concessionaire shall provide the TIFIA Lender with written notification, before instituting any increase or decrease of the overall Project Costs in an amount equal to or greater than $2,500,000, setting forth the nature of the proposed increase or decrease and estimating the impact of such increase or decrease on the capital costs, operating costs, and the Financial Plan. The Concessionaire’s notice shall demonstrate that the proposed increase or decrease is consistent with the provisions of this Agreement, is necessary or beneficial to the Project and does not materially impair the TIFIA Lender’s security. (d) The Concessionaire shall furnish, and shall cause each of the Members to furnish, to the TIFIA Lender: (i) As soon as available, but no later than sixty (60) days after the end of the first, second and third quarterly periods of each fiscal year of the Concessionaire, the unaudited income statement and balance sheet of such Person as of the end of such period and the related unaudited statements of operations and changes in member capital and of cash flow of such Person for such period and for the portion of the fiscal year through the end of such period, setting forth in each case in comparative form the figures for the previous period, certified by the chief executive officer or chief financial officer of such Person or an Authorized Representative of such Person as fairly stating in all material respects the financial condition of such Person as at the end of such period and the results of its operations and its cash flows for such period (subject to normal year-end audit adjustments); and (ii) as soon as available, but no later than 120 days after the end of each fiscal year of the Concessionaire and each Equity Funding Guarantor, a copy of the audited income statement and balance sheet of such Person as of the end of such fiscal year and the related audited statements of operations, changes in member capital and of cash flow of such Person for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, certified without a “going concern” or like qualification or exception, or qualification as to the scope of the audit, by an independent public accounting firm of national standing selected by such Person and which is reasonably acceptable to the TIFIA Lender. All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein (except for changes approved or required by the independent public accountants certifying such statements and disclosed therein). (e) The Concessionaire and, until all equity required to be contributed under the Equity Funding Agreements has been contributed, each Equity Funding Guarantor shall furnish to the TIFIA Lender, together with each delivery of annual audited or interim unaudited financial statements of such Person pursuant to Section 21(d), a certificate signed by the Chief Financial Officer of the Concessionaire or the Concessionaire’s Authorized Representative or an appropriate official of the Member, as applicable, stating whether or not, to such Person’s knowledge, during the annual or quarterly period (as the case may be) covered by such financial statements, there occurred any Event of Default or event which, with notice or lapse of time or both, would become an Event of Default, and, if any such Event of Default or other event shall have occurred during such period, the nature of such Event of Default or other event and the actions that the Concessionaire has taken or intends to take in respect thereof.