Common use of Rate Covenant Clause in Contracts

Rate Covenant. (a) The Authority shall fix, charge and collect such rates, fees, rentals and other charges for the use of and the services furnished by the Systems and shall, from time to time and as often as shall appear necessary, revise such rates, fees and other charges so as to meet the following four independent requirements (which will be calculated annually no later than six (6) months after the end of each Fiscal Year based upon the Operating Revenues and Authority Revenues set forth in the Authority’s most recent audited financial statements): (i) Operating Revenues shall be sufficient to be at least equal to 250% of Annual Debt Service with respect to the Senior Indebtedness for the current Fiscal Year; (ii) Operating Revenues shall be sufficient to be at least equal to 200% of Annual Debt Service with respect to the Senior Indebtedness and the Senior Subordinate Indebtedness for the current Fiscal Year; (iii) Operating Revenues shall be sufficient to be at least equal to 150% of Annual Debt Service with respect to all Bonds and Other System Indebtedness for the current Fiscal Year; and (iv) Authority Revenues, shall be sufficient to be at least equal to 100% of (A) Annual Debt Service on Indebtedness, (B) Current Expenses, (C) the amounts, if any, necessary to be deposited in any Senior Debt Service Reserve Account, Senior Subordinate Debt Service Reserve Account or Subordinate Debt Service Reserve Account to restore the amount on deposit therein to the amount of the applicable Debt Service Reserve Requirement (provided that such Accounts will be deemed to be funded at the applicable Debt Service Reserve Requirement for so long as the deposits required by Sections 5.02(c)(ii), (iv) and (vi) are being made), (D) the amount, if any, necessary to be deposited in the Operating Reserve Fund to maintain the balance therein at the Operating Reserve Fund Requirement and, (E) the amount, if any, necessary to be deposited in the Capital Improvement Fund and the Rate Stabilization Account of the Surplus Fund in accordance with the Annual Budget for the current Fiscal Year. (b) The Authority shall immediately retain a Consultant to submit a written report and recommendations with respect to increases in the Authority’s rates, fees and other charges and improvements in the operations of and the services rendered by the Systems and the Authority’s accounting and billing procedures necessary to bring the Authority into compliance with the Rate Covenant if (i) at the end of any Fiscal Year the Authority is not in compliance with the Rate Covenant, (ii) the Authority fails for three consecutive months to make the deposits required by Section 5.02 to the Senior Bond Fund, the Senior Subordinate Bond Fund and the Subordinate Bond Fund, (iii) there is a deficiency in a Senior Debt Service Reserve Account, a Senior Subordinate Debt Service Reserve Account or a Subordinate Debt Service Reserve Account for longer than three consecutive months (provided no such deficiency shall be deemed to exist so long as the deposits required by Section 5.02(c)(ii), (iv) and (vi) are being made), or

Rate Covenant. The Borrower shall ensure that in each fiscal year its Net Revenues Available for Debt Service equal at least 110% of System Debt Service for such fiscal year, and shall as soon as practicable, and in any event by the date it is required to deliver unaudited financial statements to the District pursuant to Section 2.2(f), (a) The Authority shall fix, charge calculate its Net Revenues Available for Debt Service and collect System Debt Service for such rates, fees, rentals and other charges for the use of fiscal year and the services furnished coverage ratio, and (b) certify such figures to the District. The certification described in clause (b) of the preceding sentence shall be substantially in the form of the certificate attached hereto as Appendix E to this Loan Agreement. If the percentage specified in clause (3) of the certificate required by the Systems and shallpreceding sentence is less than 110%, from time then the Borrower shall provide such further certifications as the District shall reasonably require to time and as often as shall appear necessary, revise such rates, fees and other charges so as determine the Borrower’s compliance with the requirements of this Loan Agreement. Failure to meet the following four independent requirements coverage test is not an Event of Default if (a) the coverage is at least 100%, and (b) the Borrower, within 30 days of its certification to the District, retains a Consultant to make recommendations in a report to be delivered to the Borrower within 60 days of his being retained as to the actions required in order to achieve compliance and, upon receipt of the report, takes the actions which will be calculated annually no later than six are recommended (6) months after except to the end extent it receives the written consent of each Fiscal Year based upon the Operating Revenues and Authority Revenues set forth District to not take any such actions). The Borrower shall supply the District with quarterly reports on the actions it is taking to correct its coverage deficiency until it delivers an annual coverage certificate showing compliance with the first sentence of this Section. Notwithstanding anything provided to the contrary in the Authority’s most recent audited financial statements): preceding paragraph, if the Borrower has issued System Revenue Debt to finance the construction of expansions to the System (ithe “Expansion Debt”) Operating Revenues and construction was not complete prior to the beginning of a fiscal year, the coverage ratio called for in the previous paragraph shall be sufficient to be at least equal to 250110% of Annual Debt Service with respect to the Senior Indebtedness for the current Fiscal Year; (ii) Operating Revenues shall be sufficient to be at least equal to 200% of Annual Debt Service with respect to the Senior Indebtedness and the Senior Subordinate Indebtedness for the current Fiscal Year; (iii) Operating Revenues shall be sufficient to be at least equal to 150% of Annual Debt Service with respect to all Bonds System Revenue Debt, except the Expansion Debt, and Other System Indebtedness 100% for such Expansion Debt. Any capitalized interest funded from the current Fiscal Year; and (iv) Authority Revenues, proceeds of such Expansion Debt or other sources shall be sufficient counted as Net Revenues Available for Debt Service in the period for which such capitalized interest is to be at least equal applied to 100% of (A) Annual Debt Service pay interest on Indebtedness, (B) Current Expenses, (C) the amounts, if any, necessary to be deposited in any Senior Debt Service Reserve Account, Senior Subordinate Debt Service Reserve Account or Subordinate Debt Service Reserve Account to restore the amount on deposit therein to the amount of the applicable Debt Service Reserve Requirement (provided that such Accounts will be deemed to be funded at the applicable Debt Service Reserve Requirement for so long as the deposits required by Sections 5.02(c)(ii), (iv) and (vi) are being made), (D) the amount, if any, necessary to be deposited in the Operating Reserve Fund to maintain the balance therein at the Operating Reserve Fund Requirement and, (E) the amount, if any, necessary to be deposited in the Capital Improvement Fund and the Rate Stabilization Account of the Surplus Fund in accordance with the Annual Budget for the current Fiscal YearExpansion Debt. (b) The Authority shall immediately retain a Consultant to submit a written report and recommendations with respect to increases in the Authority’s rates, fees and other charges and improvements in the operations of and the services rendered by the Systems and the Authority’s accounting and billing procedures necessary to bring the Authority into compliance with the Rate Covenant if (i) at the end of any Fiscal Year the Authority is not in compliance with the Rate Covenant, (ii) the Authority fails for three consecutive months to make the deposits required by Section 5.02 to the Senior Bond Fund, the Senior Subordinate Bond Fund and the Subordinate Bond Fund, (iii) there is a deficiency in a Senior Debt Service Reserve Account, a Senior Subordinate Debt Service Reserve Account or a Subordinate Debt Service Reserve Account for longer than three consecutive months (provided no such deficiency shall be deemed to exist so long as the deposits required by Section 5.02(c)(ii), (iv) and (vi) are being made), or

Rate Covenant. (a) The Authority Municipality, in accordance with and subject to applicable law, shall fix, charge establish, maintain and collect such rates, fees, rentals rates and other charges for the use of and the services furnished by or through the Systems Utility as will produce Gross Revenues sufficient to: (A) pay the Current Expenses; (B) pay the Debt Service Requirements on the Utility Indebtedness as and when the same become due at the Maturity thereof or on any interest payment date; (C) provide reasonable and adequate reserves for the payment of the Utility Indebtedness and for the protection and benefit of the Utility as provided in the Bond Resolutions; and (D) enable the Municipality to have in each Municipal Fiscal Year, a Debt Service Coverage Ratio of not less than (1) 1.20 on all Parity Indebtedness at the time Outstanding; (2) 1.00 on all Subordinate Indebtedness at the time Outstanding; (3) 1.00 on all General Obligation Indebtedness at the time Outstanding; and (4) 1. 00 with respect to the Payment to the City; provided that, in determining the Net Revenues for purposes of the calculation of the Debt Service Coverage Ratio, estimated additional net income to be derived from rate increases in effect and being charged prior to the end of the applicable Municipal Fiscal Year, as determined by the Consultant, may be taken into account, and that, without giving effect to any such adjustments from rate increases, the Debt Service Coverage Ratio shall be not less than 1.00 of the current Municipal Fiscal Year’s Debt Service Requirements for all Utility Indebtedness. The Municipality shall, from time to time and as often as shall appear necessary, in accordance with and subject to applicable law, revise the rates and charges aforesaid in such manner as may be necessary or proper so that the Net Revenues will be sufficient to cover the obligations under the provisions of the Bond Resolutions. If in any Municipal Fiscal Year, Net Revenues are an amount less than as provided in the foregoing provisions of this section, the Municipality will make adjustments to such rates, fees and other charges so as to meet bring the following four independent requirements (which will be calculated annually no later than six (6) months after the end of each Fiscal Year based upon the Operating Revenues and Authority Revenues set forth in the Authority’s most recent audited financial statements): (i) Operating Revenues Utility into compliance with this covenant. It shall be sufficient to be at least equal to 250% of Annual Debt Service with respect to the Senior Indebtedness for the current Fiscal Year; (ii) Operating Revenues shall be sufficient to be at least equal to 200% of Annual Debt Service with respect to the Senior Indebtedness and the Senior Subordinate Indebtedness for the current Fiscal Year; (iii) Operating Revenues shall be sufficient to be at least equal to 150% of Annual Debt Service with respect to all Bonds and Other System Indebtedness for the current Fiscal Year; and (iv) Authority Revenues, shall be sufficient to be at least equal to 100% of (A) Annual Debt Service on Indebtedness, (B) Current Expenses, (C) the amounts, if any, necessary to be deposited in any Senior Debt Service Reserve Account, Senior Subordinate Debt Service Reserve Account or Subordinate Debt Service Reserve Account to restore the amount on deposit therein to the amount policy of the applicable Debt Service Reserve Requirement (provided Municipality that such Accounts will be deemed to be funded at the applicable Debt Service Reserve Requirement for so long as the deposits required by Sections 5.02(c)(ii), (iv) and (vi) are being made), (D) the amount, if any, necessary to be deposited in the Operating Reserve Fund to maintain the balance therein at the Operating Reserve Fund Requirement and, (E) the amount, if any, necessary to be deposited in the Capital Improvement Fund and the Rate Stabilization Account of the Surplus Fund in accordance with the Annual Budget for the current Fiscal Year. (b) The Authority shall immediately retain a Consultant to submit a written report and recommendations with respect to increases in the Authority’s rates, fees and other charges and improvements in established for the operations of Water Utility and the services rendered by Sewer Utility shall each be sufficient to provide Net Revenues with respect to Utility Indebtedness issued for improvements to each such component of the Systems and Utility which meet the Authority’s accounting and billing procedures necessary to bring the Authority into compliance with the Rate Covenant if (i) at the end of any Fiscal Year the Authority is not in compliance with the Rate Covenant, (ii) the Authority fails for three consecutive months to make the deposits required by Section 5.02 coverage requirements set forth herein to the Senior Bond Fund, the Senior Subordinate Bond Fund and the Subordinate Bond Fund, (iii) there is a deficiency in a Senior Debt Service Reserve Account, a Senior Subordinate Debt Service Reserve Account or a Subordinate Debt Service Reserve Account for longer than three consecutive months (provided no such deficiency shall be deemed to exist so long as the deposits required by Section 5.02(c)(ii), (iv) and (vi) are being made), orextent reasonably practical.

Rate Covenant. The Borrower shall ensure that in each fiscal year its Net Revenues Available for Debt Service equal at least 110% of its System Debt Service for such fiscal year, and shall as soon as practicable, and in any event by the date it is required to deliver unaudited financial statements to the District pursuant to Section 2.2(f), (a) The Authority shall fix, charge calculate its Net Revenues Available for Debt Service and collect System Debt Service for such rates, fees, rentals and other charges for the use of fiscal year and the services furnished coverage ratio, and (b) certify such figures to the District and the Trustee. The certification described in clause (b) of the preceding sentence shall be substantially in the form of the certificate attached hereto as Appendix E to this Loan Agreement. If the percentage specified in clause (3) of the certificate required by the Systems preceding sentence is less than 110%, then the Borrower shall provide such further certifications as the District shall reasonably require to determine the Borrower’s compliance with the requirements of this Loan Agreement. Failure to meet such coverage test shall not be an Event of Default hereunder so long as (1) the coverage was at least 100%, and shall(2) the Borrower, from time within 30 days of its certification to time the District and as often as shall appear necessarythe Trustee, revise such rates, fees and other charges so retains a Consultant to make recommendations in a report to be delivered to the Borrower within 60 days of his being retained as to meet the following four independent requirements actions required in order to achieve compliance, and upon receipt of such report, takes the actions which are recommended (which will be calculated annually no later than six (6) months after except to the end extent it receives the written consent of each Fiscal Year based upon the Operating Revenues and Authority Revenues set forth District to not take any such actions). The Borrower shall supply the District with quarterly reports on the actions it is taking to correct its coverage deficiency until it delivers an annual coverage certificate showing compliance with the first sentence of this Section. Notwithstanding anything provided to the contrary in the Authority’s most recent audited financial statements): preceding paragraph, if the Borrower has issued System Revenue Debt to finance the construction of expansions to its System (ithe “Expansion Debt”) Operating Revenues and construction was not complete prior to the beginning of a fiscal year, the coverage ratio called for in the previous paragraph shall be sufficient to be at least equal to 250110% of Annual Debt Service with respect to the Senior Indebtedness for the current Fiscal Year; (ii) Operating Revenues shall be sufficient to be at least equal to 200% of Annual Debt Service with respect to the Senior Indebtedness and the Senior Subordinate Indebtedness for the current Fiscal Year; (iii) Operating Revenues shall be sufficient to be at least equal to 150% of Annual Debt Service with respect to all Bonds System Revenue Debt, except such Expansion Debt, and Other System Indebtedness 100% for such Expansion Debt. Any capitalized interest funded from the current Fiscal Year; and (iv) Authority Revenues, proceeds of such Expansion Debt or other sources shall be sufficient counted as Net Revenues Available for Debt Service in the period for which such capitalized interest is to be at least equal applied to 100% of (A) Annual Debt Service pay interest on Indebtedness, (B) Current Expenses, (C) the amounts, if any, necessary to be deposited in any Senior Debt Service Reserve Account, Senior Subordinate Debt Service Reserve Account or Subordinate Debt Service Reserve Account to restore the amount on deposit therein to the amount of the applicable Debt Service Reserve Requirement (provided that such Accounts will be deemed to be funded at the applicable Debt Service Reserve Requirement for so long as the deposits required by Sections 5.02(c)(ii), (iv) and (vi) are being made), (D) the amount, if any, necessary to be deposited in the Operating Reserve Fund to maintain the balance therein at the Operating Reserve Fund Requirement and, (E) the amount, if any, necessary to be deposited in the Capital Improvement Fund and the Rate Stabilization Account of the Surplus Fund in accordance with the Annual Budget for the current Fiscal YearExpansion Debt. (b) The Authority shall immediately retain a Consultant to submit a written report and recommendations with respect to increases in the Authority’s rates, fees and other charges and improvements in the operations of and the services rendered by the Systems and the Authority’s accounting and billing procedures necessary to bring the Authority into compliance with the Rate Covenant if (i) at the end of any Fiscal Year the Authority is not in compliance with the Rate Covenant, (ii) the Authority fails for three consecutive months to make the deposits required by Section 5.02 to the Senior Bond Fund, the Senior Subordinate Bond Fund and the Subordinate Bond Fund, (iii) there is a deficiency in a Senior Debt Service Reserve Account, a Senior Subordinate Debt Service Reserve Account or a Subordinate Debt Service Reserve Account for longer than three consecutive months (provided no such deficiency shall be deemed to exist so long as the deposits required by Section 5.02(c)(ii), (iv) and (vi) are being made), or

Rate Covenant. (a) The Authority shall fixenact, charge and collect agrees to keep in full force and effect during the term of the Lease, a resolution or resolutions imposing annual stormwater rents and other charges upon the users of the Stormwater System served and to be served thereby, and impose fines or penalties otherwise providing for the enforcement of said resolutions as may be permitted by law. The Authority covenants that the total of such rates, fees, stormwater rentals and other charges for shall be at least such that the use of and the services furnished gross operating revenues which may be reasonably collected therefrom by the Systems and shallAuthority in each lease year, from time to time and as often as shall appear necessarytogether with any amount payable under agreements with others, revise such rates, fees and other available funds for such purposes (including, among other things, connection charges so as collected by the Authority and grants received by the Authority to meet be applied to the following four independent requirements (which operation of the Stormwater System and any balances collected in prior years in excess of such requirements) will be calculated annually no later than six (6) months after the end of each Fiscal Year based upon the Operating Revenues and Authority Revenues set forth in the Authority’s most recent audited financial statements): (i) Operating Revenues shall be sufficient to be at least equal to 250% provide funds for the following purposes: (a) Payment by the Authority in such year of Annual Debt Service with respect operating expenses related to the Senior Indebtedness Stormwater System, including: (1) the amounts payable under any agreement with others for the current Fiscal Year; conveyance, expenses of maintenance, insurance, repair, alteration and inspection, of administrative, engineering and legal and auditing services and (ii2) Operating Revenues shall be sufficient to be at least equal to 200% of Annual Debt Service with respect to the Senior Indebtedness all taxes, including income, profits, property, franchise and the Senior Subordinate Indebtedness for the current Fiscal Year; (iii) Operating Revenues shall be sufficient to be at least equal to 150% of Annual Debt Service with respect to all Bonds and Other System Indebtedness for the current Fiscal Yearexcise taxes; and (ivb) Payment by the Authority Revenuesin such lease year, shall be sufficient commencing with such year on January 1, 2020, to be at least equal to 100% of the Borough or its assigns of: (A1) Annual Debt Service on Indebtedness, (B) Current Expenses, (C) the amountssums, if any, necessary to be deposited in any Senior Debt Service Reserve Account, Senior Subordinate Debt Service Reserve Account or Subordinate Debt Service Reserve Account to restore the amount on deposit therein to the amount payable for administration expenses of the applicable Debt Service Reserve Requirement (Borough as provided that in the Lease or other such Accounts will be deemed to be funded at agreement with the applicable Debt Service Reserve Requirement for so long as the deposits required by Sections 5.02(c)(ii), (iv) Borough requiring payment of expenses; and (vi2) are being made), (D) the amounttaxes, if any, necessary to be deposited in levied or assessed against the Operating Reserve Fund to maintain Borough, constituting additional sums payable under the balance therein at the Operating Reserve Fund Requirement and, (E) the amount, if any, necessary to be deposited in the Capital Improvement Fund and the Rate Stabilization Account of the Surplus Fund in accordance with the Annual Budget for the current Fiscal YearLease. (bc) Payment by the Authority in such year of all debt service (principal and interest) for all loans, debts, mortgages, etc. incurred or guaranteed by the Borough on behalf of the Authority for the Stormwater System (if any). (d) The Authority covenants that it will do all things lawfully within its power to obtain, maintain and properly request, collect, and pursue funds from which the Lease Payments may be made. The Authority covenants that if collections and receipts and appropriations in any lease year shall immediately retain a Consultant to submit a written report be less than the sum of requirements of subparagraphs (a),(b) and recommendations with respect to increases in (c) above, the Authority’s rates, fees Authority shall modify the usage rates and other charges to ensure that amounts thereafter to be collected and improvements in the operations of and the services rendered received by the Systems Authority will be sufficient to comply with such requirements and to eliminate any deficiencies of prior lease years; and, to the extent necessary, the Authority also covenants that, if collections and receipts by the Authority’s accounting and billing procedures necessary to bring the Authority into compliance with the Rate Covenant if (i) at the end of , in any Fiscal Year the Authority is not in compliance with the Rate Covenantlease years, (ii) the Authority fails for three consecutive months to make the deposits required by Section 5.02 to the Senior Bond Fund, the Senior Subordinate Bond Fund and the Subordinate Bond Fund, (iii) there is a deficiency in a Senior Debt Service Reserve Account, a Senior Subordinate Debt Service Reserve Account or a Subordinate Debt Service Reserve Account for longer than three consecutive months (provided no such deficiency shall be deemed to exist so long as less than the deposits required by Section 5.02(c)(ii), sum of requirements of subparagraphs (iva),(b) and (vic) are being made)above, orit will provide from other available current revenues or from other legally available funds an additional amount which, when added to collections, receipts and appropriations, will be sufficient to enable the Authority to meet such requirements.

Rate Covenant. (a) The Authority City hereby covenants that it shall fix, charge prescribe and collect such rates, fees, rentals fees and other charges for the use services and facilities of the Water System for each Fiscal Year, which after allowances for contingencies and error in the estimates, shall produce Gross Revenues at least sufficient to pay the following amounts during such Fiscal Year: (i) All current Operation and Maintenance Costs; (ii) The Installment Payments and all payments required with respect to other Parity Obligations; (iii) All payments required with respect to all Subordinate Debt; (iv) All payments required for compliance with the terms of the Indenture and hereof, including amounts required to replenish the Reserve Account; (v) All payments to meet any other obligations of the City which are charges, liens or encumbrances upon, or payable from, the Gross Revenues; and (vi) any other lawful purposes of the Authority, including, but not limited to, deposits to the Rate Stabilization Fund in accordance with paragraph (c) of this Section 4.7. (b) In addition to the requirements of the foregoing subsection (a) of this Section 4.7, the City hereby covenants that it shall fix, prescribe and collect rates, fees and charges for the services furnished by and facilities of the Systems Water System for each Fiscal Year so as to yield Net Revenues during such Fiscal Year equal to at least 1.25 times the Installment Payments and shall, all payments required with respect to all Parity Obligations in such Fiscal Year. The City may make or permit to be made adjustments from time to time and as often as shall appear necessary, revise in such rates, fees and other charges so and may make or permit to be made such classification thereof as it deems necessary, but shall not reduce or permit to be reduced such rates, fees and charges below those then in effect unless the Gross Revenues from such reduced rates, fees and charges will at all times be sufficient to meet the requirements of this Section 4.7. (c) The Rate Stabilization Fund previously created, held and maintained by the City is hereby continued. The Rate Stabilization Fund is not pledged to secure payment of the Installment Payments. Amounts in the Rate Stabilization Fund shall be applied solely for the uses and purposes set forth in this subsection (c). The City shall have the right to deposit into the Rate Stabilization Fund from time to time any amount of funds which are legally available therefor; provided that deposits for each Fiscal Year may be made until (but not after) one hundred eighty (180) days following four independent requirements the end of such Fiscal Year. For the purpose of computing the amount of Net Revenues for any Fiscal Year for purposes of the preceding subsection (which will b), the City shall be calculated annually no later than six permitted to transfer amounts on deposit in the Rate Stabilization Fund to the Water Fund, such transfers to be made until (6but not after) months one hundred eighty (180) days after the end of each such Fiscal Year based upon Year. In addition, the Operating Revenues and Authority Revenues set forth City shall be permitted to withdraw amounts on deposit in the Authority’s most recent audited financial statements): (i) Operating Revenues Rate Stabilization Fund for any other lawful purpose. Notwithstanding the foregoing, amounts on deposit in the Rate Stabilization Fund and transferred to the Water Fund shall be sufficient to be at least equal to 250% of Annual Debt Service with respect accounted separately from all other amounts deposited in the Water Fund and, if such amounts shall become available to the Senior Indebtedness for the current Fiscal Year; (ii) Operating Revenues shall be sufficient to be at least equal to 200% of Annual Debt Service City in accordance with respect to the Senior Indebtedness and the Senior Subordinate Indebtedness for the current Fiscal Year; (iii) Operating Revenues shall be sufficient to be at least equal to 150% of Annual Debt Service with respect to all Bonds and Other System Indebtedness for the current Fiscal Year; and (iv) Authority Revenues, shall be sufficient to be at least equal to 100% of (A) Annual Debt Service on Indebtedness, (B) Current Expenses, (C) the amounts, if any, necessary to be deposited in any Senior Debt Service Reserve Account, Senior Subordinate Debt Service Reserve Account or Subordinate Debt Service Reserve Account to restore the amount on deposit therein to the amount of the applicable Debt Service Reserve Requirement (provided that such Accounts will be deemed to be funded at the applicable Debt Service Reserve Requirement for so long as the deposits required by Sections 5.02(c)(ii), (iv) and subparagraph (vi) are being made)of paragraph (a) of this Section 4.7, (D) the amount, if any, necessary to such amounts may not again be deposited in the Operating Reserve Fund to maintain the balance therein at the Operating Reserve Fund Requirement and, (E) the amount, if any, necessary to be deposited in the Capital Improvement Fund and the Rate Stabilization Account of the Surplus Fund in accordance with the Annual Budget for the current Fiscal YearFund. (b) The Authority shall immediately retain a Consultant to submit a written report and recommendations with respect to increases in the Authority’s rates, fees and other charges and improvements in the operations of and the services rendered by the Systems and the Authority’s accounting and billing procedures necessary to bring the Authority into compliance with the Rate Covenant if (i) at the end of any Fiscal Year the Authority is not in compliance with the Rate Covenant, (ii) the Authority fails for three consecutive months to make the deposits required by Section 5.02 to the Senior Bond Fund, the Senior Subordinate Bond Fund and the Subordinate Bond Fund, (iii) there is a deficiency in a Senior Debt Service Reserve Account, a Senior Subordinate Debt Service Reserve Account or a Subordinate Debt Service Reserve Account for longer than three consecutive months (provided no such deficiency shall be deemed to exist so long as the deposits required by Section 5.02(c)(ii), (iv) and (vi) are being made), or

Rate Covenant. (a) The Authority shall will fix, charge revise from time to time when necessary, maintain and collect such fees, rates, fees, rentals and other charges for the use of the products, services and facilities of the services furnished by the Systems and shallAirport System, from time to time and as often as shall appear necessaryor concessions granted in connection therewith, revise such rates, fees and other charges so as to meet the following four independent requirements (which that will be calculated annually no later than six (6) months after the end of always provide Revenues in each Fiscal Year based upon that will be sufficient to pay, in accordance with the Operating Revenues and Authority Revenues set forth in the Authority’s most recent audited financial statements): provisions of this Trust Agreement, (i) Operating Revenues shall be sufficient to be at least equal to 250% of Annual Debt Service with respect to the Senior Indebtedness for the current Fiscal Year; (ii) Operating Revenues shall be sufficient to be at least equal to 200% of Annual Debt Service with respect to the Senior Indebtedness and the Senior Subordinate Indebtedness for the current Fiscal Year; (iii) Operating Revenues shall be sufficient to be at least equal to 150% of Annual Debt Service with respect to all Bonds and Other System Indebtedness for the current Fiscal Year; and (iv) Authority Revenues, shall be sufficient to be at least equal to 100% of (A) Annual Debt Service on Indebtedness, (B) Current Expenses, (C) the amounts, if any, necessary to be deposited in any Senior Debt Service Reserve Account, Senior Subordinate Debt Service Reserve Account or Subordinate Debt Service Reserve Account to restore the amount on deposit therein to the amount of the applicable Debt Service Reserve Requirement (provided that such Accounts will be deemed to be funded at the applicable Debt Service Reserve Requirement for so long as the deposits amounts required by Sections 5.02(c)(ii), (iv) and (vi) are being made), (D) the amount, if any, necessary to be deposited in the Operating Reserve Fund, the Operation and Maintenance Fund to maintain the balance therein at and the Operating Reserve Fund Account in the Revenue Fund, including in each case all accounts therein, plus (ii) One Hundred Twenty-Five percent (125%) of the Bond Service Requirement andfor such Fiscal Year. The Authority covenants that it shall not permit such fees, rates, rentals and other charges to be reduced so as to be insufficient to provide Revenues for such purposes. For purpose of determining compliance with this requirement, the Authority may include Available PFC Revenues in an amount not to exceed One Hundred Twenty Five Percent (E125%) of the amount, if any, necessary amounts required to be deposited into the Interest Account, Principal Account and Redemption Account in the Capital Improvement Sinking Fund for such year on the Outstanding PFC Bonds, or such lesser amount as may be required under the PFC Act, PFC Regulations and the Rate Stabilization Account PFC Approvals as in effect from time to time. For purposes of this requirement, moneys remaining in the Surplus Fund in accordance with the Annual Budget (other than moneys set aside for the current Fiscal Year. (b) The Authority shall immediately retain a Consultant to submit a written report and recommendations with respect to increases in the Authority’s rates, fees and other charges and improvements in the operations payment of and the services rendered by the Systems and the Authority’s accounting and billing procedures necessary to bring the Authority into compliance with the Rate Covenant if (iDerivative Non-Scheduled Payments) at the end of any Fiscal Year which the Authority is not elects to redeposit into the Revenue Fund in compliance with the following Fiscal Year may be considered as Revenues in the Fiscal Year in which they are so redeposited for purpose of satisfying the Rate CovenantCovenant set forth above; provided, (ii) however, that without regard to the use of such funds, the Authority fails for three consecutive months shall always establish its rates and charges under this Section so that Revenues collected in the current Fiscal Year, without regard to make carry over amounts from the deposits required by Section 5.02 Surplus Fund, will be at least sufficient to pay 100% of the Senior Bond yearly deposit requirements into the Operation and Maintenance Fund, the Senior Subordinate Bond Sinking Fund, the Reserve Fund and the Subordinate Bond Fund, (iii) there is a deficiency in a Senior Debt Service Reserve Account, a Senior Subordinate Debt Service Reserve Account or a Subordinate Debt Service Reserve Account for longer than three consecutive months (provided no such deficiency shall be deemed to exist so long as the deposits required by Section 5.02(c)(ii), (iv) and (vi) are being made), orsubordinated indebtedness accounts.

Rate Covenant. (a) The Subsidiary and the Authority hereby covenant and agree that fees, rates, rents, charges and surcharges for the use of, or services furnished, rendered or made available by, the System shall fixbe established by the Authority in accordance with the Resolution and the Act such that such fees, charge rates, rents, charges and collect surcharges shall be adequate, together with any other available funds, to provide for, among other things, (i) the timely payment of the Principal Installments of and interest on all Bonds, the principal of and interest on any other Authority Obligations payable from Revenues, and the principal of and interest on the Outstanding Subsidiary Unsecured Debt, (ii) the proper operation and maintenance of the System, (iii) all other payments required for the System not otherwise provided for and (iv) all other payments required pursuant to this Agreement and any System Agreements. (b) If the periodic review of System fees, rates, rents, charges and surcharges conducted by the Authority in accordance with Section 701 of the General Bond Resolution, or the report prepared pursuant to Section 702 of the General Bond Resolution, indicates that such rates, fees, rentals rents, charges and other charges for the use of and the services furnished by the Systems and shallsurcharges are, from time to time and as often as shall appear necessaryor will be, revise such rates, fees and other charges so as insufficient to meet the following four independent requirements (which will be calculated annually no later than six (6) months after of Section 701 of the end of each Fiscal Year based upon General Bond Resolution, the Operating Revenues and Authority Revenues set forth Subsidiary, in accordance with the Authority’s most recent audited financial statements): (i) Operating Revenues shall be sufficient to be at least equal to 250% of Annual Debt Service with respect to the Senior Indebtedness for the current Fiscal Year; (ii) Operating Revenues shall be sufficient to be at least equal to 200% of Annual Debt Service with respect to the Senior Indebtedness and the Senior Subordinate Indebtedness for the current Fiscal Year; (iii) Operating Revenues shall be sufficient to be at least equal to 150% of Annual Debt Service with respect to all Bonds and Other System Indebtedness for the current Fiscal Year; and (iv) Authority Revenues, shall be sufficient to be at least equal to 100% of (A) Annual Debt Service on Indebtedness, (B) Current Expenses, (C) the amountsdirections, if any, of the Authority, shall promptly take and diligently pursue all necessary actions within its reasonable control to cure or avoid any such deficiency. (c) Except to the extent required by law, the Subsidiary will not furnish or supply or cause to be deposited in furnished or supplied any Senior Debt Service Reserve Accountproduct, Senior Subordinate Debt Service Reserve Account use or Subordinate Debt Service Reserve Account service of the System free of charge (or at a nominal charge) to restore the amount on deposit therein any person, firm or corporation, public or private unless and to the amount extent the Authority shall have determined that other adequate consideration has been or is expected to be received by the Subsidiary in connection therewith, and the Subsidiary will use reasonable efforts to enforce or cause to be enforced the payment of any and all amounts owing to the Subsidiary for use of the applicable Debt Service Reserve Requirement System in accordance with Section 6.7 hereof. (provided that such Accounts will d) Nothing contained in this Financing Agreement shall be deemed to be funded at limit or restrict the applicable Debt Service Reserve Requirement for so long as right or obligation of the deposits required by Sections 5.02(c)(ii), (iv) and (vi) are being made), (D) Authority or the amount, if any, necessary Subsidiary to comply with any covenant relating to rates to be deposited in charged for the Operating Reserve Fund use of, or services provided by, the System which may be made with the holders of or parties to maintain the balance therein at the Operating Reserve Fund Requirement and, (E) the amount, if any, necessary to be deposited in the Capital Improvement Fund and the Rate Stabilization Account of the Surplus Fund Authority Obligations in accordance with the Annual Budget for the current Fiscal YearAct. (b) The Authority shall immediately retain a Consultant to submit a written report and recommendations with respect to increases in the Authority’s rates, fees and other charges and improvements in the operations of and the services rendered by the Systems and the Authority’s accounting and billing procedures necessary to bring the Authority into compliance with the Rate Covenant if (i) at the end of any Fiscal Year the Authority is not in compliance with the Rate Covenant, (ii) the Authority fails for three consecutive months to make the deposits required by Section 5.02 to the Senior Bond Fund, the Senior Subordinate Bond Fund and the Subordinate Bond Fund, (iii) there is a deficiency in a Senior Debt Service Reserve Account, a Senior Subordinate Debt Service Reserve Account or a Subordinate Debt Service Reserve Account for longer than three consecutive months (provided no such deficiency shall be deemed to exist so long as the deposits required by Section 5.02(c)(ii), (iv) and (vi) are being made), or

Rate Covenant. (a) The Authority shall fix, charge District covenants and agrees that it will fix and collect such rates, fees, rentals fees and other charges for the use of and the for services furnished or to be furnished by the Systems Wastewater System, and shall, will from time to time and as often as shall appear necessary, revise such rates, fees and other charges so as to meet the following four independent requirements (which will be calculated annually no later than six (6) months after the end of that in each Fiscal Year based upon the Operating Net Revenues will equal at least 120% of the sum of (a) Principal and Authority Revenues set forth Interest Requirements (as defined in the Authority’s most recent audited financial statements): Senior Trust Agreement) on Senior Obligations and (ib) Operating Principal and Interest Requirements. If, for any reason, the Net Revenues are insufficient to satisfy the foregoing covenant, the District shall be sufficient to be at least equal to 250% of Annual Debt Service with respect within one hundred twenty (120) days adjust and increase its rates, fees and other charges (to the Senior Indebtedness for extent permitted by the current Fiscal Year; (ii) Operating Revenues shall be sufficient to be at least equal to 200% of Annual Debt Service with respect to the Senior Indebtedness and the Senior Subordinate Indebtedness for the current Fiscal Year; (iii) Operating Revenues shall be sufficient to be at least equal to 150% of Annual Debt Service with respect to all Bonds and Other System Indebtedness for the current Fiscal Year; and (iv) Authority Revenues, shall be sufficient to be at least equal to 100% of (A) Annual Debt Service on Indebtedness, (B) Current Expenses, (C) the amounts, if any, necessary to be deposited in any Senior Debt Service Reserve Account, Senior Subordinate Debt Service Reserve Account or Subordinate Debt Service Reserve Account to restore the amount on deposit therein to the amount of the applicable Debt Service Reserve Requirement (provided that such Accounts will be deemed to be funded at the applicable Debt Service Reserve Requirement for so long as the deposits required by Sections 5.02(c)(iiEnabling Act), (iv) or reduce its operating and (vi) are being made), (D) the amount, if any, necessary maintenance expenses so as to be deposited in the Operating Reserve Fund provide sufficient Net Revenues to maintain the balance therein at the Operating Reserve Fund Requirement and, (E) the amount, if any, necessary to be deposited in the Capital Improvement Fund and the Rate Stabilization Account of the Surplus Fund in accordance with the Annual Budget for the current Fiscal Yearsatisfy such requirement. (b) The Authority If at any time the District fails to comply with its Rate Covenant in subsection (a) of this Section 705, the District shall immediately retain notify the Trustee, such notice also containing an Officer’s Certificate of a Consultant District Representative as to submit a written report (i) the amount of the deficiency in Net Revenues which existed for the applicable period and recommendations with respect the rates, fees and other charges which must be established by the District to increases cure such deficiency, and (ii) during the Fiscal Year in which the Authoritycertificate is delivered, the projected Net Revenues will satisfy the Rate Covenant made by the District in subsection (a) of this Section, or, if not, the rates, fees and other charges the District must establish to satisfy such rate covenant. In addition, the District shall, to the extent permitted by law, take appropriate action to increase its rates, fees and other charges or reduce its Operating Expenses to cure any deficiency. (c) On or before the last day of each Fiscal Year, the District shall review the adequacy of its rates, fees and other charges for the next Fiscal Year, and, if such review indicates the District’s rates, fees and other charges and improvements in the operations of and the services rendered by the Systems and the Authority’s accounting and billing procedures necessary are insufficient to bring the Authority into compliance with satisfy the Rate Covenant if in subsection (ia) at the end of any Fiscal Year the Authority is not in compliance with the Rate Covenant, (ii) the Authority fails for three consecutive months to make the deposits required by Section 5.02 to the Senior Bond Fundthis Section, the Senior District shall promptly take appropriate action to increase its rates, fees and other charges or reduce its operating and maintenance expenses to cure any deficiency.” Reference is made to (a) Section 704 (Limitations on Indebtedness) of the Subordinate Bond Fund Trust Agreement and the Subordinate Bond Fundrequirements and conditions contained therein as of the Effective Date and (b) Section 5.2 (Additional Restriction on the Incurrence of Additional Indebtedness) of that certain Eighth Supplemental Trust Agreement, dated as of the Effective Date, by and between the Borrower and the Trustee (iii) there is a deficiency in a Senior Debt Service Reserve Account, a Senior Subordinate Debt Service Reserve Account or a Subordinate Debt Service Reserve Account for longer than three consecutive months (provided no such deficiency shall be deemed to exist so long as the deposits required by Section 5.02(c)(ii), (iv“Eighth Supplemental Trust Agreement”) and (vithe requirements and conditions contained therein, in each case which are set forth verbatim below. Capitalized terms used in this Schedule 15(a)(ii) are being made)shall have the respective meanings assigned to such terms in the Subordinate Trust Agreement or in the Eighth Supplemental Trust Agreement, oras applicable.

Rate Covenant. (a) The Authority District hereby covenants that it shall fixprescribe, charge revise and collect such charges for the services and facilities of the Water System which, after allowances for contingencies and error in the estimates, shall produce Gross Water System Revenues sufficient in each Fiscal Year to provide Net Revenues equal to at least 1.30 times (i) the Installment Payments coming due and payable during such Fiscal Year, and (ii) all payments required with respect to Parity Debt. (b) If, in any Fiscal Year, charges for the services and facilities of the Water System which, after allowances for contingencies and error in the estimates, shall produce Gross Water System Revenues insufficient in each Fiscal Year to provide Net Revenues equal to at least 1.30 times (i) the Installment Payments coming due and payable during such Fiscal Year, and (ii) all payments required with respect to Parity Debt, the District covenants and agrees notify the Trustee of such fact and to employ an independent consultant to make recommendations as to a revision of the rates, fees and charges of the Water System or the methods of operation of the Water System that will result in producing Net Revenues equal to at least 1.30 times (i) the Installment Payments coming due and payable during such Fiscal Year, and (ii) all payments required with respect to Parity Debt. (c) The District covenants and agrees that it shall, promptly upon its receipt of such recommendations from such consultant, subject to applicable requirements or restrictions imposed by law, and subject to a good faith determination of the Board of Directors of the District that such recommendations, in whole or in part, are in the best interests of the District, revise its rates, fees and charges or its methods of operation or collections and shall take such other action as shall be in conformity with such recommendations. In the event that the District fails to comply with such recommendations, subject to the applicable requirements or restrictions imposed by law and to the determination of the Board of Directors of the District that such recommendations are in the best interests of the District, the Corporation, or its assignee, may, in addition to the rights and remedies elsewhere set forth in this Installment Sale Agreement, and shall, upon the written request of the Owners of a majority in principal amount of the Certificates then Outstanding, and being indemnified to its satisfaction therefor, institute and prosecute an action or proceeding in a court of competent jurisdiction to compel the District to comply with the recommendations and requirements of this paragraph (c). If the District complies in all material respects with the reasonable recommendations of the consultant in respect to said rates, fees, charges and methods of operation or collection (as evidenced by an officer’s certificate of such consultant or the District, upon which the Trustee may conclusively rely), the District will be deemed to have complied with the covenants described above notwithstanding that Net Revenues shall be less than the amount required under this Installment Sale Agreement for such Fiscal Year; provided, however, that such rates, fees, rentals charges and other charges for the use methods of and the services furnished by the Systems and shall, from time operation or collection shall produce Net Revenues equal to time and as often as shall appear necessary, revise such rates, fees and other charges so as to meet the following four independent requirements (which will be calculated annually no later than six (6) months after the end of each Fiscal Year based upon the Operating Revenues and Authority Revenues set forth in the Authority’s most recent audited financial statements): (i) Operating Revenues shall be sufficient to be at least equal to 250% of Annual Debt Service with respect to the Senior Indebtedness for the current Fiscal Year; (ii) Operating Revenues shall be sufficient to be at least equal to 200% of Annual Debt Service with respect to the Senior Indebtedness and the Senior Subordinate Indebtedness for the current Fiscal Year; (iii) Operating Revenues shall be sufficient to be at least equal to 150% of Annual Debt Service with respect to all Bonds and Other System Indebtedness for the current Fiscal Year; and (iv) Authority Revenues, shall be sufficient to be at least equal to 100% of (A) Annual Debt Service on Indebtedness, (B) Current Expenses, (Ci) the amountsInstallment Payments coming due and payable during such Fiscal Year, if any, necessary to be deposited in any Senior Debt Service Reserve Account, Senior Subordinate Debt Service Reserve Account or Subordinate Debt Service Reserve Account to restore the amount on deposit therein to the amount of the applicable Debt Service Reserve Requirement (provided that such Accounts will be deemed to be funded at the applicable Debt Service Reserve Requirement for so long as the deposits required by Sections 5.02(c)(ii), (iv) and (viii) are being made), (D) the amount, if any, necessary to be deposited in the Operating Reserve Fund to maintain the balance therein at the Operating Reserve Fund Requirement and, (E) the amount, if any, necessary to be deposited in the Capital Improvement Fund and the Rate Stabilization Account of the Surplus Fund in accordance with the Annual Budget for the current Fiscal Year. (b) The Authority shall immediately retain a Consultant to submit a written report and recommendations all payments required with respect to increases Parity Debt; provided further, that this sentence shall not be construed as in any way excusing the Authority’s rates, fees and other charges and improvements in the operations of and the services rendered by the Systems and the Authority’s accounting and billing procedures necessary to bring the Authority into compliance with the Rate Covenant if (i) at the end District from taking any action or performing any duty required under this Installment Sale Agreement or be construed as constituting a waiver of any Fiscal Year the Authority is not in compliance with the Rate Covenant, (ii) the Authority fails for three consecutive months to make the deposits required by Section 5.02 to the Senior Bond Fund, the Senior Subordinate Bond Fund and the Subordinate Bond Fund, (iii) there is a deficiency in a Senior Debt Service Reserve Account, a Senior Subordinate Debt Service Reserve Account or a Subordinate Debt Service Reserve Account for longer than three consecutive months (provided no such deficiency shall be deemed to exist so long as the deposits required by Section 5.02(c)(ii), (iv) and (vi) are being made), orother Event of Default.

Rate Covenant. (ai) The Authority Borrower, in accordance with and subject to applicable law, shall fix, charge establish, maintain and collect such rates, fees, rentals rates and other charges for the use of and the services furnished by or through the Systems Utility as will produce Gross Revenues sufficient to: (A) pay the Current Expenses; (B) pay the Debt Service Requirements on the Utility Indebtedness as and when the same become due at the Maturity thereof or on any Interest Payment Date; (C) provide reasonable and adequate reserves for the payment of the Utility Indebtedness and for the protection and benefit of the Utility as provided in the Bond Resolutions; and (D) enable the Borrower to have in each Borrower Fiscal Year, a Debt Service Coverage Ratio of not less than (1) 1.20 on all Parity Indebtedness at the time Outstanding; (2) 1.00 on all Subordinate Indebtedness at the time Outstanding; (3) 1.00 on all General Obligation Indebtedness at the time Outstanding; and (4) 1.00 with respect to the Payment to the City; provided that, in determining the Net Revenues for purposes of the calculation of the Debt Service Coverage Ratio, estimated additional net income to be derived from rate increases in effect and being charged prior to the end of the applicable Borrower Fiscal Year, as determined by the Consultant, may be taken into account, and that, without giving effect to any such adjustments from rate increases, the Debt Service Coverage Ratio shall be not less than 1.00 of the current Borrower Fiscal Year’s Debt Service Requirements for all Utility Indebtedness. (ii) The Borrower shall, from time to time and as often as shall appear necessary, in accordance with and subject to applicable law, revise the rates and charges aforesaid in such manner as may be necessary or proper so that the Net Revenues will be sufficient to cover the obligations under the provisions of the Bond Resolutions. If in any Borrower Fiscal Year, Net Revenues are an amount less than as provided in Section 14(a)(i) (Affirmative Covenants – Rate Covenant), the Borrower will make adjustments to such rates, fees and other charges so as to meet bring the following four independent requirements (which will be calculated annually no later than six (6) months after the end of each Fiscal Year based upon the Operating Revenues and Authority Revenues set forth in the Authority’s most recent audited financial statements): (i) Operating Revenues Utility into compliance with this covenant. It shall be sufficient to be at least equal to 250% of Annual Debt Service with respect to the Senior Indebtedness for the current Fiscal Year; (ii) Operating Revenues shall be sufficient to be at least equal to 200% of Annual Debt Service with respect to the Senior Indebtedness and the Senior Subordinate Indebtedness for the current Fiscal Year; (iii) Operating Revenues shall be sufficient to be at least equal to 150% of Annual Debt Service with respect to all Bonds and Other System Indebtedness for the current Fiscal Year; and (iv) Authority Revenues, shall be sufficient to be at least equal to 100% of (A) Annual Debt Service on Indebtedness, (B) Current Expenses, (C) the amounts, if any, necessary to be deposited in any Senior Debt Service Reserve Account, Senior Subordinate Debt Service Reserve Account or Subordinate Debt Service Reserve Account to restore the amount on deposit therein to the amount policy of the applicable Debt Service Reserve Requirement (provided Borrower that such Accounts will be deemed to be funded at the applicable Debt Service Reserve Requirement for so long as the deposits required by Sections 5.02(c)(ii), (iv) and (vi) are being made), (D) the amount, if any, necessary to be deposited in the Operating Reserve Fund to maintain the balance therein at the Operating Reserve Fund Requirement and, (E) the amount, if any, necessary to be deposited in the Capital Improvement Fund and the Rate Stabilization Account of the Surplus Fund in accordance with the Annual Budget for the current Fiscal Year. (b) The Authority shall immediately retain a Consultant to submit a written report and recommendations with respect to increases in the Authority’s rates, fees and other charges and improvements in established for the operations of Water Utility and the services rendered by Sewer Utility shall each be sufficient to provide Net Revenues with respect to Utility Indebtedness issued for improvements to each such component of the Systems and Utility which meet the Authority’s accounting and billing procedures necessary to bring the Authority into compliance with the Rate Covenant if (i) at the end of any Fiscal Year the Authority is not in compliance with the Rate Covenant, (ii) the Authority fails for three consecutive months to make the deposits required by Section 5.02 coverage requirements set forth herein to the Senior Bond Fund, the Senior Subordinate Bond Fund and the Subordinate Bond Fund, (iii) there is a deficiency in a Senior Debt Service Reserve Account, a Senior Subordinate Debt Service Reserve Account or a Subordinate Debt Service Reserve Account for longer than three consecutive months (provided no such deficiency shall be deemed to exist so long as the deposits required by Section 5.02(c)(ii), (iv) and (vi) are being made), orextent reasonably practical.

Rate Covenant. (a) The Authority shall In addition to its requirements under Section 5.01 of the Trust Agreement and Section 5.01 of the Subordinated Trust Agreement, the Issuer covenants to fix, charge revise from time to time when necessary, maintain and collect such fees, rates, fees, rentals and other charges for the use of the products, services and facilities of the services furnished by the Systems Airport System, or concessions granted in connection therewith, taking into account other moneys available for such purpose (whether or not pledged hereunder) that will always provide Subordinated Revenues and shall, from time to time and as often as shall appear necessary, revise such rates, fees and other charges so as to meet the following four independent requirements (which will be calculated annually no later than six (6) months after the end of Subordinated PFC Revenues in each Fiscal Year based upon in an amount not less than the Operating Revenues and Authority Revenues set forth in the Authority’s most recent audited financial statements): sum of one hundred ten percent (i110%) Operating Revenues shall be sufficient to be at least equal to 250% of Annual Debt Service with respect to the Senior Indebtedness for the current Fiscal Year; (ii) Operating Revenues shall be sufficient to be at least equal to 200% of Annual Debt Service with respect to the Senior Indebtedness and the Senior Subordinate Indebtedness for the current Fiscal Year; (iii) Operating Revenues shall be sufficient to be at least equal to 150% of Annual Debt Service with respect to all Bonds and Other System Indebtedness for the current Fiscal Year; and (iv) Authority Revenues, shall be sufficient to be at least equal to 100% of (A) Annual Debt Service on Indebtedness, (B) Current Expenses, (C) the amounts, if any, necessary amounts required to be deposited in any Senior into the Debt Service Reserve AccountAccount in such Fiscal Year, Senior Subordinate Debt Service Reserve Account excluding from such calculation only principal due and payable on the Notes in the Fiscal Year in which such Note or Subordinate Debt Service Reserve Account to restore the amount on deposit therein to the amount of the applicable Debt Service Reserve Requirement (provided that such Accounts will be deemed to be funded at the applicable Debt Service Reserve Requirement for so long Notes mature, as the deposits required by Sections 5.02(c)(ii)same become due and payable, (iv) and (vi) are being made)in each case taking into account the amounts that the Issuer reasonably anticipates receiving from other available sources on or before the due date of such payments, (D) the amountincluding without limitations, if any, necessary to be deposited in the Operating Reserve Fund to maintain the balance therein at the Operating Reserve Fund Requirement and, (E) the amount, if any, necessary to be deposited in the Capital Improvement Fund and the Rate Stabilization Account of the Surplus Fund in accordance with the Annual Budget for the current Fiscal Yearproceeds from other Indebtedness. (b) The Authority shall immediately retain a Consultant In addition to submit a written report its requirements under Section 5.01 of the Trust Agreement and recommendations Section 5.01 of the Subordinated Trust Agreement and the requirements of clause (a) above, the Issuer covenants to fix, revise from time to time when necessary, maintain and collect such fees, rates, rentals and other charges for the use of the products, services and facilities of the Airport System, or concessions granted in connection therewith, taking into account other moneys available for such purpose (whether or not pledged hereunder) that will always provide Revenues in each Fiscal Year in an amount not less than one hundred percent (100%) of: (1) all amounts required to be deposited in such Fiscal Year in the Operation and Maintenance Fund, the Sinking Fund and the Reserve Fund under the Trust Agreement; (2) all amounts required to be deposited in such Fiscal Year into the Debt Service Account as required hereunder to pay when due maturing principal and interest on the Notes and to pay other amounts reasonably ascertainable as of the date of such calculation and due with respect to increases other Lender Obligations as the same become due and payable, in each case taking into account the Authority’s rates, fees and amounts that the Issuer reasonably anticipates receiving from other charges and improvements available sources on or before the due date of such payments; (3) all amounts required to be deposited in the operations of and the services rendered by the Systems and the Authority’s accounting and billing procedures necessary to bring the Authority into compliance with the Rate Covenant if (i) at the end of any such Fiscal Year into the Authority is not other debt service accounts under any indenture, loan agreement and/or notes pursuant to which such Other Parity Indebtedness was issued, in compliance with each case taking into account the Rate Covenantamounts that the Issuer reasonably anticipates receiving from other available sources on or before the due date of such payments; and (4) all amounts required to be deposited in such Fiscal Year into the funds and accounts created for the benefit of the Junior Lien Debt, (ii) in each case taking into account amounts that the Authority fails for three consecutive months Issuer reasonably anticipates receiving other available sources on or before the due date of such deposit requirements that can legally be applied to make the deposits required by Section 5.02 to the Senior Bond Fund, the Senior Subordinate Bond Fund and the Subordinate Bond Fund, (iii) there is a deficiency in a Senior Debt Service Reserve Account, a Senior Subordinate Debt Service Reserve Account or a Subordinate Debt Service Reserve Account for longer than three consecutive months (provided no such deficiency shall be deemed to exist so long as the deposits required by Section 5.02(c)(ii), (iv) and (vi) are being made), orpurposes.

Rate Covenant. The Borrower shall ensure that in each fiscal year its Net Revenues Available for Debt Service equal at least 110% of its System Debt Service for such fiscal year and shall, as soon as practicable and in any event by the date it is required to deliver unaudited financial statements to the District pursuant to Section 2.2(f), (a) The Authority shall fix, charge calculate its Net Revenues Available for Debt Service and collect System Debt Service for such rates, fees, rentals and other charges for the use of fiscal year and the services furnished coverage ratio and (b) certify such figures to the District and the Trustee. The certification described in clause (b) of the preceding sentence shall be substantially in the form of the certificate attached hereto as Appendix E to this Loan Agreement. If the percentage specified in clause (3) of the certificate required by the Systems preceding sentence is less than 110%, then the Borrower shall provide such further certifications as the District shall reasonably require to determine the Borrower's compliance with the requirements of this Loan Agreement. Failure to meet such coverage test shall not be an Event of Default hereunder so long as (1) the coverage was at least 100% and shall(2) the Borrower, from time within 30 days of its certification to time the District and as often as shall appear necessaryTrustee, revise such rates, fees and other charges so retains a Consultant to make recommendations in a report to be delivered to the Borrower within 60 days of his being retained as to meet the following four independent requirements actions required in order to achieve compliance and, upon receipt of such report, takes the actions which are recommended (which will be calculated annually no later than six (6) months after except to the end extent it receives the written consent of each Fiscal Year based upon the Operating Revenues and Authority Revenues set forth District to not take any such actions). The Borrower shall supply the District with quarterly reports on the actions it is taking to, correct its coverage deficiency until it delivers an annual coverage certificate showing compliance with the first sentence of this Section. Notwithstand ing anything provided to the contrary in the Authority’s most recent audited financial statements): preceding paragraph, if the Borrower has issued System Revenue Debt to finance the construction of expansions to its System (i"Expansion Debt") Operating Revenues and construction was not complete prior to the beginning of a fiscal year, the coverage ratio called for in the previous paragraph shall be sufficient to be at least equal to 250110% of Annual Debt Service with respect to the Senior Indebtedness for the current Fiscal Year; (ii) Operating Revenues shall be sufficient to be at least equal to 200% of Annual Debt Service with respect to the Senior Indebtedness and the Senior Subordinate Indebtedness for the current Fiscal Year; (iii) Operating Revenues shall be sufficient to be at least equal to 150% of Annual Debt Service with respect to all Bonds System Revenue Debt except such Expansion Debt and Other System Indebtedness 100% for such Expansion Debt, and capitalized interest funded from the current Fiscal Year; and (iv) Authority Revenues, proceeds of such Expansion Debt or other sources shall be sufficient to be at least equal to 100% of (A) Annual counted as Net Revenues Available for Debt Service on Indebtedness, (B) Current Expenses, (C) the amounts, if any, necessary to be deposited in any Senior Debt Service Reserve Account, Senior Subordinate Debt Service Reserve Account or Subordinate Debt Service Reserve Account to restore the amount on deposit therein to the amount of the applicable Debt Service Reserve Requirement (provided that such Accounts will be deemed to be funded at the applicable Debt Service Reserve Requirement for so long as the deposits required by Sections 5.02(c)(ii), (iv) and (vi) are being made), (D) the amount, if any, necessary to be deposited in the Operating Reserve Fund to maintain the balance therein at the Operating Reserve Fund Requirement and, (E) the amount, if any, necessary to be deposited in the Capital Improvement Fund and the Rate Stabilization Account of the Surplus Fund in accordance with the Annual Budget for the current Fiscal YearService. (b) The Authority shall immediately retain a Consultant to submit a written report and recommendations with respect to increases in the Authority’s rates, fees and other charges and improvements in the operations of and the services rendered by the Systems and the Authority’s accounting and billing procedures necessary to bring the Authority into compliance with the Rate Covenant if (i) at the end of any Fiscal Year the Authority is not in compliance with the Rate Covenant, (ii) the Authority fails for three consecutive months to make the deposits required by Section 5.02 to the Senior Bond Fund, the Senior Subordinate Bond Fund and the Subordinate Bond Fund, (iii) there is a deficiency in a Senior Debt Service Reserve Account, a Senior Subordinate Debt Service Reserve Account or a Subordinate Debt Service Reserve Account for longer than three consecutive months (provided no such deficiency shall be deemed to exist so long as the deposits required by Section 5.02(c)(ii), (iv) and (vi) are being made), or

Rate Covenant. (ai) The Authority To the fullest extent permitted by law, the City shall fix, charge prescribe, and collect charge, or cause to be fixed, prescribed, and charged, in each City Fiscal Year, such rates, fees, rentals and other charges for the use of and for the services service furnished by the Systems and shallSystem to ensure that all Net Revenues realized, from time to time and as often as together with any amounts on deposit in a rate stabilization fund held by the City, which amounts shall appear necessarybe available for the payment of Parity Debt Service, revise such rates, fees and other charges so as to meet are in an amount which the following four independent requirements (which City reasonably expects will be calculated annually no later than six (6) months after the end of each Fiscal Year based upon the Operating Revenues and Authority Revenues set forth in the Authority’s most recent audited financial statements): (i) Operating Revenues shall be sufficient to be (x) at least equal to 250% one hundred twenty percent (120%) of Annual annual Parity Debt Service, and (y) at least equal to one hundred percent (100%) of the sum of annual Parity Debt Service with respect to the Senior Indebtedness and annual Subordinate Debt Service, in each case for the current such City Fiscal Year;. (ii) Operating The City shall also, to the fullest extent permitted by law, fix, prescribe, and charge, or cause to be fixed, prescribed, and charged, in each City Fiscal Year, such rates, fees, and charges for the use of and for the service furnished by the System to ensure that Revenues shall realized are in an amount which the City reasonably expects will be sufficient to be at least equal pay the following amounts in the following order or priority: (A) all Operations and Maintenance Costs estimated by the City to 200% of Annual Debt Service with respect to the Senior Indebtedness become due and the Senior Subordinate Indebtedness for the current Fiscal Year; (iii) Operating Revenues shall be sufficient to be at least equal to 150% of Annual Debt Service with respect to all Bonds and Other System Indebtedness for the current payable in such City Fiscal Year; and (iv) Authority Revenues, shall be sufficient to be at least equal to 100% of (A) Annual Debt Service on Indebtedness, (B) Current Expensesthe WIFIA Installment Payments, the Servicing Fee and the principal and interest on any outstanding Parity Obligations as they become due and payable during such City Fiscal Year, without preference or priority; (C) the all amounts, if any, necessary to be deposited in any Senior Debt Service Reserve Account, Senior Subordinate Debt Service Reserve Account or Subordinate Debt Service Reserve Account required to restore the amount on deposit therein balance of any reserve fund or account required under any instrument under which Parity Obligations were issued or incurred, for any outstanding Parity Obligations, to the full amount of the applicable Debt Service Reserve Requirement (provided that any such Accounts will be deemed to be funded at the applicable Debt Service Reserve Requirement for so long as the deposits required by Sections 5.02(c)(ii), (iv) reserve requirement; and (vi) are being made), (D) the amount, if any, necessary all payments required to be deposited in the Operating Reserve Fund to maintain the balance therein at the Operating Reserve Fund Requirement and, (E) the amount, if any, necessary to be deposited in the Capital Improvement Fund and the Rate Stabilization Account meet any other obligations of the Surplus Fund in accordance with City which are charges, liens, or encumbrances upon, or which are otherwise payable from, the Annual Budget for Revenues or the current Net Revenues during such City Fiscal Year. (biii) If for any reason Net Revenues, or Revenues, as applicable, prove insufficient to meet the numerical thresholds set forth in Section 17(a)(i) and to comply with the requirements of Section 17(a)(ii), the City first will engage an Independent Consultant to recommend revised rents, rates, fees, charges, savings, or assessments, or any combination thereof, and the City will, subject to any applicable requirements and restrictions imposed by law, including, but not limited to, the Prop 218 Law, and subject to the good faith determination of the City that such recommendations, in whole or in part, are in the best interests of the City, take all actions necessary to increase Revenues through any combination of increased rents, rates, fees, charges, savings, or assessments. Such actions shall be taken not later than one hundred eighty (180) days following the date on which Net Revenues or Revenues first fail to meet the requirements of this Section. (iv) The Authority City may make adjustments from time to time in such rents, rates, fees, and charges and may make such classification thereof as it deems necessary, but shall immediately retain a Consultant not reduce the rents, rates, fees, and charges then in effect unless the Net Revenues from such reduced rents, rates, fees, and charges will at all times be sufficient to submit a written report and recommendations meet the requirements of this Section 17(a). (v) Notwithstanding the foregoing, in lieu of taking the preceding actions with respect to increases the City’s failure to comply with Section 17(a)(i), the City may within one hundred eighty (180) days following the date Net Revenues first fail to meet the requirements of Section 17(a)(i) either establish and fund a rate stabilization fund, or increase monies held in an existing rate stabilization fund, in an amount sufficient to satisfy the Authority’s ratesrequirements of Section 17(a)(i). If the City elects to proceed accordingly, fees and other charges and improvements in the operations of and the services rendered by the Systems and the Authority’s accounting and billing procedures necessary to bring the Authority into compliance with the Rate Covenant if (i) at the end of any Fiscal Year the Authority is not in compliance with the Rate Covenant, (ii) the Authority fails for three consecutive months to make the deposits required by Section 5.02 it shall provide to the Senior Bond Fund, WIFIA Lender within such one hundred eighty (180) day period evidence satisfactory to the Senior Subordinate Bond Fund and WIFIA Lender in its reasonable discretion that the Subordinate Bond Fund, (iii) there is a deficiency amounts held in a Senior Debt Service Reserve Account, a Senior Subordinate Debt Service Reserve Account or a Subordinate Debt Service Reserve Account for longer than three consecutive months (provided no such deficiency shall be deemed rate stabilization fund are sufficient to exist so long as satisfy the deposits required by requirements of Section 5.02(c)(ii17(a)(i), (iv) and (vi) are being made), or.

Rate Covenant. (ai) To the fullest extent permitted by law, the District shall fix and prescribe, at the commencement of each District Fiscal Year, rates and charges with respect, or applicable, to the System which are reasonably expected to be at least sufficient to yield during each District Fiscal Year (A) Net Revenues equal to one hundred twenty- five percent (125%) of the Parity Debt Service payable in such District Fiscal Year and (B) Net Revenues remaining after payment of Parity Debt Service payable in such District Fiscal Year equal to one hundred ten percent (110%) of the Subordinate Debt Service payable in such District Fiscal Year. Budgeted Transfers, in an amount not to exceed twenty-five percent (25%) of Parity Debt Service referred to in the preceding sentence, as of the last day of the immediately preceding District Fiscal Year may be credited towards the District’s obligations under this clause (i). (ii) The Authority shall fix, charge and collect such rates, fees, rentals and other charges for the use of and the services furnished by the Systems and shall, District may make adjustments from time to time in such rates and charges and may make such classification thereof as often as shall appear it deems necessary, revise but shall not reduce the rates and charges then in effect unless the Net Revenues from such rates, fees reduced rates and other charges so as are reasonably expected to be sufficient to meet the following four independent requirements of Section 17(a)(i) (which will be calculated annually no later than six (6) months after Affirmative Covenants of the end of each Fiscal Year based upon the Operating Revenues and Authority Revenues set forth in the Authority’s most recent audited financial statements): (i) Operating Revenues shall be sufficient to be at least equal to 250% of Annual Debt Service with respect to the Senior Indebtedness for the current Fiscal Year; (ii) Operating Revenues shall be sufficient to be at least equal to 200% of Annual Debt Service with respect to the Senior Indebtedness and the Senior Subordinate Indebtedness for the current Fiscal Year;District – Rate Covenant). (iii) Operating Revenues shall be sufficient to be at least equal to 150% For avoidance of Annual Debt Service with respect to all Bonds and Other System Indebtedness for the current Fiscal Year; and (iv) Authority Revenuesdoubt, shall be sufficient to be at least equal to 100% of (A) Annual Debt Service on Indebtedness, (B) Current Expenses, (C) the amounts, if any, necessary to be deposited in any Senior Debt Service Reserve Account, Senior Subordinate Debt Service Reserve Account or Subordinate Debt Service Reserve Account to restore the amount on deposit therein to the amount of the applicable Debt Service Reserve Requirement (provided that such Accounts will be deemed to be funded at the applicable Debt Service Reserve Requirement for so long as the deposits required by Sections 5.02(c)(iiDistrict has complied with its obligations set forth in Section 17(a)(i) (Affirmative Covenants of the District – Rate Covenant) and Section 17(a)(ii) (Affirmative Covenants of the District – Rate Covenant), (ivthe failure of Net Revenues to meet the thresholds set forth in Section 17(a)(i) at the end of a District Fiscal Year shall not constitute a Default or an Event of Default so long as the District has complied with Section 17(a)(i) and (viSection 17(a)(ii) are being made), (D) the amount, if any, necessary to be deposited in the Operating Reserve Fund to maintain the balance therein at the Operating Reserve Fund Requirement and, (E) the amount, if any, necessary to be deposited in the Capital Improvement Fund and the Rate Stabilization Account commencement of the Surplus Fund in accordance with the Annual Budget for the current immediately succeeding District Fiscal Year. (biv) The Authority In accordance with Section 6.14 (Collection of Rates and Charges) of each WIFIA IPA, the District shall immediately retain a Consultant have in effect at all times by-laws, rules and regulations requiring each customer to submit a written report pay the rates and recommendations charges with respect to increases in the Authority’s ratesrespect, fees and other charges and improvements in the operations of and the services rendered by the Systems and the Authority’s accounting and billing procedures necessary to bring the Authority into compliance with the Rate Covenant if (i) at the end of any Fiscal Year the Authority is not in compliance with the Rate Covenantor applicable, (ii) the Authority fails for three consecutive months to make the deposits required by Section 5.02 to the Senior Bond Fund, Service to such customer’s land and providing for the Senior Subordinate Bond Fund billing thereof and the Subordinate Bond Fund, (iii) there is for a deficiency in due date and a Senior Debt Service Reserve Account, a Senior Subordinate Debt Service Reserve Account or a Subordinate Debt Service Reserve Account delinquency date for longer than three consecutive months (provided no such deficiency shall be deemed to exist so long as the deposits required by Section 5.02(c)(ii), (iv) and (vi) are being made), oreach bill.