Use of Toll Revenues. (a) Toll Revenues shall be used first to pay all due and payable operations and maintenance costs, including all amounts due to TxDOT under Sections 4.2 and 4.4, before they may be used and applied for any other purpose.
(b) Developer may use Toll Revenues to service debt required for the Project. Developer shall have no right to use Toll Revenues to pay any debt, obligation or liability unrelated to this Agreement, the Lease, the Project, the Work or Developer’s services under this Agreement.
(c) Developer may use Toll Revenues to make Distributions in accordance with Developer’s governing instruments and subject to the following limitations: Developer may not use Toll Revenues to make any Distribution or to pay non-competitive fees and charges of Affiliates unless Developer has first paid (i) all current and delinquent amounts due to TxDOT under this Agreement or the Lease, (ii) all current and delinquent costs and expenses of O&M Work or of otherwise operating and maintaining the Project (including premiums for insurance, bonds and other performance security and the costs of Safety Compliance work and Handback Requirements work), (iii) current and delinquent debt service and other amounts due under any Funding Agreement or Security Document, (iv) all currently required or delinquent deposits to the Handback Requirements Reserve, (v) all Taxes currently due and payable or delinquent (except to the extent being contested in good faith and for which appropriate reserves have been established in accordance with US GAAP), and (vi) all current and delinquent costs and expenses of Renewal Work; provided, however, that Developer shall be permitted to use up to $500,000 of Toll Revenues per year to pay non-competitive fees and charges of Affiliates determined through arm’s-length negotiations. If Developer makes any Distribution or payment to an Affiliate in violation of this provision, the same shall be deemed to be held in trust by the recipient for the benefit of TxDOT and the Collateral Agent under the senior Security Documents and shall be payable to TxDOT or the Collateral Agent on demand. If TxDOT collects any such amounts held in trust, it shall make them available for any of the purposes set forth above and, at the request of the Collateral Agent, deliver them to the Collateral Agent net of any amounts under clause (i) above.
Use of Toll Revenues. VDOT shall include in the annual budget presented to the CTB for approval in June of each year, an estimate of the toll revenues anticipated to be collected in the upcoming year and the proposed allocation of all such toll revenues. Allocation of these toll revenues shall be provided as follows with the intent that after the allocations provided for in (a), (b), (c), and (e), all remaining toll revenues shall be made available for Components selected by NVTC in accordance with (d):
(a) reasonable costs and expenses of tolling operation and tolling maintenance, including reasonable reserves for major maintenance of tolling operations of the Facility,
(b) repayments to the Toll Facilities Revolving Account for any allocations advanced from the Toll Facilities Revolving Account to design and construct the dynamic tolling operation of the Facility and the initial allocation of $5 million for the Project under the terms of the CTB resolution providing said allocations, which resolution shall provide for a repayment schedule of not less than 25 years, and that annually commits not more than four percent of anticipated toll revenues to such repayment;
(c) NVTC financing payments and any cost of financing for Components selected by NVTC and approved by the CTB under the terms of this MOA; provided that annual financing payments, to include debt service reserves, and debt service does not exceed 40 percent of toll revenues remaining after the allocations described above in subparagraphs II.A.4(a) and (b);
(d) for Components selected by NVTC and approved by the CTB under the terms of this MOA, and any implementation costs related to Components as well as operating costs related to Components, provided not more than 20 percent of the toll revenues after the allocations described above in subparagraphs II.A.4(a) and (b) may be used for completed Component operating costs;
(e) costs and expenses incurred by VDOT for financing the widening from two to three lanes and related improvements to the eastbound lanes of the Facility between Exit 67 and Exit 71, if the conditions set forth in paragraph D are met; the term of such financing, subject to approval by the Treasury Board, is expected not to be less than 25 years; and such financing may encumber annually an amount not to exceed 40 percent of toll revenues remaining, after the allocations described above in subparagraphs II.A.4(a) and (b). Such allocations shall begin upon a determination that the criteria which establ...
Use of Toll Revenues. VDOT shall include in the annual budget presented to 139 the CTB for approval in June of each year, an estimate of the toll revenues 140 anticipated to be collected in the upcoming year and the proposed allocation of all 141 such toll revenues, including to pay the NVTC Payment (as defined below) and any 142 NVTC or Rail Component Debt Service (as defined below) in the upcoming year. 143 Allocation of these toll revenues shall be provided in the following order with the 144 intent that, after the allocations provided for in (a), (b), (c), (d), (e), (f), and (g), all 145 remaining toll revenues, including those carried forward in accordance with 146 II.A.4(c), shall be made available for additional Components selected by NVTC in 147 accordance with (c): 148 (a) reasonable costs and expenses of tolling operation and tolling 149 maintenance, including reasonable reserves for major maintenance of 150 tolling operations of the Facility; 151 (b) Debt Service on Rail Component Debt (as defined below) for one or 152 both of the Rail Components not to exceed the NVTC Payment (as defined 153 below); 154 (c) the NVTC Payment (as defined below) for Components selected by 155 NVTC and approved by the CTB under the terms of this MOA, and any 156 implementation costs related to Components, as well as operating costs 157 related to Components; 158 (d) Pay go for Rail Components between the estimated start of the Long 159 Bridge construction in 2022 and 2034; 160 (e) repayments to the Toll Facilities Revolving Account (i) for any 161 allocation advanced from the Toll Facilities Revolving Account for the 162 Conversion and (ii) the initial allocation to NVTC of $10 million for the 163 Project described in II.C., with a repayment schedule for the Conversion 164 allocation and the initial allocation to NVTC (x) of not less than 25 years 165 from the first date of disbursement, (y) reflecting a 0% interest rate, and (z) 166 annually committing not more than six percent of anticipated toll revenues 167 to such repayment; provided, however, if toll revenues remaining after the 168 allocation described above in II.A.4(a), (b), (c) and (d) is below two times 169 the amount budgeted for allocation described below in II.A.4(f), then the 170 repayment to the Toll Facilities Revolving Account shall not exceed an 171 amount that would result in the toll revenues remaining after the allocations 172 described in II.A.4(a), (b), (c), and (d) of less than one and a half times the 173 amoun...
