Common use of Disbursements from Construction Fund Clause in Contracts

Disbursements from Construction Fund. (a) Pursuant to the Indenture, the Issuer has established the Construction Fund for the payment of a portion of the Costs of the Project, and within such fund the Capitalized Interest Account and the General Account. The moneys on deposit in the Construction Fund shall be disbursed (i) on each Bond Payment Date during the Capitalized Interest Period, and on the Bond Payment Date immediately succeeding the end of the Capitalized Interest Period, from the Capitalized Interest Account to pay interest on the Series 2022 Bonds and (ii) from time to time from the General Account to the Company to reimburse the Company for portions of the Costs of the Project paid by it or to make payments to persons designated by the Company in respect of portions of the Costs of the Project, upon receipt by the Trustee of a Written Requisition executed by an Authorized Company Representative substantially in the form attached hereto as Exhibit C. Any Written Requisition may be transmitted by facsimile transmission, electronic mail or other means of electronic transmission. In paying any Written Requisition under this Section 3.5, the Trustee shall be entitled to rely as to the completeness and accuracy of all statements in such Written Requisition. The execution of a Written Requisition by an Authorized Company Representative, and communication thereof by facsimile transmission, electronic mail or other means of electronic transmission to the Trustee shall be conclusive evidence of the Company’s approval of such Written Requisition, and the Company shall indemnify and save harmless the Trustee from any liability incurred in connection with any Written Requisition so executed and communicated by an Authorized Company Representative, in accordance with the terms of Section 7.2. Following receipt of any Written Requisition, the Trustee shall disburse the funds in the General Account of the Construction Fund as requested by such Written Requisition no later than three Business Days thereafter. (b) The Company shall not submit to the Trustee any Written Requisition pursuant to this Section 3.5 and shall have no claim upon any moneys in the Construction Fund, so long as there shall have occurred and be continuing any Event of Default. (c) For any disbursement for any item not described in, or the cost for which item is other than as described in the Tax Certificate and Agreement, the Company shall certify in writing to the Trustee and the Issuer that the average reasonably expected economic life of the Facility (taking into account such changed or varied items) being financed by such Tax-Exempt Bonds is not less than 5/6ths of the average maturity of such Tax-Exempt Bonds or, at the request of the Issuer, the Company shall deliver to the Issuer and the Trustee an Opinion of Bond Counsel to the effect that such disbursement will not cause the interest on the Tax-Exempt Bonds or any Series thereof to be included in the gross income of the Bondholders for federal income tax purposes.

Disbursements from Construction Fund. (a) Pursuant to the Indenture, the Issuer has established the Construction Fund for the payment of a portion of the Costs of the Project, and within such fund the Capitalized Interest Account and the General Account. The moneys on deposit in the Construction Fund shall be disbursed (i) on each Bond Payment Date during the Capitalized Interest Period, and on the Bond Payment Date immediately succeeding the end of the Capitalized Interest Period, from the Capitalized Interest Account to pay interest on the Series 2022 Bonds and (ii) from time to time from the General Account to the Company to reimburse the Company for portions of the Costs of the Project paid by it or to make payments to persons designated by the Company in respect of portions of the Costs of the Project, upon receipt by the Trustee of a Written Requisition executed by an Authorized Company Representative substantially in the form attached hereto as Exhibit C. Any Written Requisition may be transmitted by facsimile transmission, electronic mail or other means of electronic transmission. In paying any Written Requisition under this Section 3.5, the Trustee shall be entitled to rely as to the completeness and accuracy of all statements in such Written Requisition. The execution of a Written Requisition by an Authorized Company Representative, and communication thereof by facsimile transmission, electronic mail or other means of electronic transmission to the Trustee shall be conclusive evidence of the Company’s approval of such Written Requisition, and the Company shall indemnify and save harmless the Trustee from any liability incurred in connection with any Written Requisition so executed and communicated by an Authorized Company Representative, in accordance with the terms of Section 7.2. Following receipt of any Written Requisition, the Trustee shall disburse the funds in the General Account of the Construction Fund Funds as requested by such Written Requisition no later than three Business Days thereafter. (b) The Company shall not submit to the Trustee any Written Requisition pursuant to this Section 3.5 and shall have no claim upon any moneys in the Construction Fund, so long as there shall have occurred and be continuing any Event of Default. (c) For any disbursement for any item not described in, or the cost for which item is other than as described in, the information statement filed by the Issuer in connection with the Tax Certificate and Agreementissuance of any Tax-Exempt Bonds as required by Section 149(e) of the Code, the Company shall certify in writing to the Trustee and the Issuer that the average reasonably expected economic life of the Facility (taking into account such changed or varied items) being financed by such Tax-Exempt Bonds is not less than 5/6ths of the average maturity of such Tax-Exempt Bonds or, at the request of the Issuer, the Company shall deliver to the Issuer and the Trustee an Opinion of Bond Counsel to the effect that such disbursement will not cause the interest on the Tax-Exempt Bonds or any Series thereof to be included in the gross income of the Bondholders for federal income tax purposes.

Disbursements from Construction Fund. (a) Pursuant i. Subject to the Indentureterms of this Section 9.2.e, and provided that no termination of this Project Agreement as to the Issuer Zone B Facilities has established occurred, the Construction Fund shall be released to JVWCD after the Zone B Construction Commencement Date in monthly installments during construction. ii. JVWCD shall prepare and submit to Kennecott monthly disburse- ment requests, including the following: A. An Application and Certificate for Payment (AIA Docu- ment G702 or similar JVWCD form) executed by JVWCD and the payment Project Engineer showing the percentages of a portion work completed during the construc- tion period and stating that all portions of the Costs construction of the ProjectZone B Facilities for which disbursement is requested have been completed and that all labor, materials and other items for which disbursement is re- quested have been paid in full with the exception of labor and materials supplied subsequent to the period covered by the last Application and Cer- tificate for Payment; and B. The general contractor’s affidavit of lien releases from the contractors, materialmen or subcontractors who provided labor, services or materials in connection with the construction of the Zone B Facilities dur- ing the period for which disbursement is requested, together with uncond i- tional lien releases for all prior periods. iii. Kennecott shall pay to JVWCD the amount covered by each prop- erly completed monthly disbursement request within such fund 30 days following receipt by Kennecott. iv. On the Capitalized Interest Account date of execution of this Project Agreement, Kennecott shall notify Landmark Title Company to release all funds held by it under the Es- crow Agreement to JVWCD, which funds shall be credited as releases to JVWCD from the Construction Fund under this Section 9.2.e. Upon release of the funds, JVWCD and Kennecott shall terminate the General Account. Escrow Agreement. v. The moneys on deposit remaining balance, if any, in the Construction Fund shall be disbursed (i) on each Bond Payment Date during to JVWCD upon delivery to Kennecott of a certificate from the Capitalized Interest Period, and on the Bond Payment Date immediately succeeding the end Project Engineer that construction of the Capitalized Interest Period, from the Capitalized Interest Account to pay interest on the Series 2022 Bonds and (ii) from time to time from the General Account to the Company to reimburse the Company for portions of the Costs of the Project paid by it or to make payments to persons designated by the Company in respect of portions of the Costs of the Project, upon receipt by the Trustee of a Written Requisition executed by an Authorized Company Representative substantially in the form attached hereto as Exhibit C. Any Written Requisition may be transmitted by facsimile transmission, electronic mail or other means of electronic transmission. In paying any Written Requisition under this Section 3.5, the Trustee shall be entitled to rely as to the completeness and accuracy of all statements in such Written Requisition. The execution of a Written Requisition by an Authorized Company Representative, and communication thereof by facsimile transmission, electronic mail or other means of electronic transmission to the Trustee shall be conclusive evidence of the Company’s approval of such Written Requisition, Zone B Facilities has been completed and the Company shall indemnify and save harmless Utah Division of Drinking Water has issued an operating permit for the Trustee from any liability incurred in connection with any Written Requisition so executed and communicated by an Authorized Company Representative, in accordance with the terms of Section 7.2. Following receipt of any Written Requisition, the Trustee shall disburse the funds in the General Account of the Construction Fund as requested by such Written Requisition no later than three Business Days thereafterfacilities. (b) The Company shall not submit to the Trustee any Written Requisition pursuant to this Section 3.5 and shall have no claim upon any moneys in the Construction Fund, so long as there shall have occurred and be continuing any Event of Default. (c) For any disbursement for any item not described in, or the cost for which item is other than as described in the Tax Certificate and Agreement, the Company shall certify in writing to the Trustee and the Issuer that the average reasonably expected economic life of the Facility (taking into account such changed or varied items) being financed by such Tax-Exempt Bonds is not less than 5/6ths of the average maturity of such Tax-Exempt Bonds or, at the request of the Issuer, the Company shall deliver to the Issuer and the Trustee an Opinion of Bond Counsel to the effect that such disbursement will not cause the interest on the Tax-Exempt Bonds or any Series thereof to be included in the gross income of the Bondholders for federal income tax purposes.

Disbursements from Construction Fund. (a) Pursuant to the Indenture, the Issuer has established the Construction Fund for the payment of a portion of the Costs of the Project, and within such fund the Capitalized Interest Account and the General Account. The moneys on deposit in the Construction Fund shall be disbursed (i) on each Bond Payment Date during the Capitalized Interest Period, and on the Bond Payment Date immediately succeeding the end of the Capitalized Interest Period, from the Capitalized Interest Account to pay interest on the Series 2022 Bonds and (ii) from time to time from the General Account to the Company to reimburse the Company for portions of the Costs of the Project paid by it or to make payments to persons designated by the Company in respect of portions of the Costs of the Project, upon receipt by the Trustee of a Written Requisition written requisition executed by an Authorized Company Representative substantially in the form attached hereto as Exhibit C. C (a “Written Requisition”). Any Written Requisition may be transmitted by facsimile transmission, electronic mail or other means of electronic transmission. In paying any Written Requisition under this Section 3.5, the Trustee shall be entitled to rely as to the completeness and accuracy of all statements in such Written Requisition. The execution of a Written Requisition by an Authorized Company Representative, and communication thereof by facsimile transmission, electronic mail or other means of electronic transmission to the Trustee shall be conclusive evidence of the Company’s approval of such Written Requisition, and the Company shall indemnify and save harmless the Trustee from any liability incurred in connection with any Written Requisition so executed and communicated by an Authorized Company Representative, in accordance with the terms of Section 7.2. Following receipt of any Written Requisition, the Trustee shall disburse the funds in the General Account of the Construction Fund as requested by such Written Requisition no later than three Business Days thereafter. (b) The Company shall not submit to the Trustee any Written Requisition pursuant to this Section 3.5 and shall have no claim upon any moneys in the Construction Fund, so long as there shall have occurred and be continuing any Event of Default. (c) For any disbursement for any item not described in, or the cost for which item is other than as described in the Tax Certificate and Agreement, the Company shall certify in writing to the Trustee and the Issuer that the average reasonably expected economic life of the Facility (taking into account such changed or varied items) being financed by such Tax-Exempt Bonds is not less than 5/6ths of the average maturity of such Tax-Exempt Bonds or, at the request of the Issuer, the Company shall deliver to the Issuer and the Trustee an Opinion of Bond Counsel to the effect that such disbursement will not cause the interest on the Tax-Exempt Bonds or any Series thereof to be included in the gross income of the Bondholders for federal income tax purposes.

Disbursements from Construction Fund. (a) Pursuant to the Indenture, the Issuer has established the Construction Fund for the payment of a portion of the Costs of the Project, and within such fund the Capitalized Interest Account and the General Account. The moneys on deposit in the Construction Fund shall be disbursed (i) on each Bond Payment Date during the Capitalized Interest Period, and on the Bond Payment Date immediately succeeding the end of the Capitalized Interest Period, from the Capitalized Interest Account to pay interest on the Series 2022 Bonds and (ii) from time to time from the General Account to the Company to reimburse the Company for portions of the Costs of the Project paid by it or to make payments to persons designated by the Company in respect of portions of the Costs of the Project, upon receipt by the Trustee of a Written Requisition executed by an Authorized Company Representative substantially in the form attached hereto as Exhibit C. C; provided, however, that no disbursement shall be made from the Construction Fund to pay Costs of the Project, other than Costs of Issuance, until the Company has provided all of the instruments described in Section 4.04(e) below. Notwithstanding anything herein to the contrary, disbursements may be made from the Construction Fund to pay Costs of the Project constituting Costs of Issuance upon presentation to the Trustee of a Written Requisition in the for required by this Section 4.04(a). Upon request of the Trustee, the Company shall furnish invoices or other documentation in connection with each such Written Requisition. Any Written Requisition under this Section 4.04 may be transmitted in the form of a communication by telegram, telex or facsimile transmission, electronic mail or other means but if, in such form, it shall be promptly confirmed by a Written Requisition executed by an Authorized Company Representative. The Company shall furnish to the Issuer a copy of electronic transmission. each Written Requisition delivered to the Trustee promptly upon request therefor. (b) In paying any Written Requisition under this Section 3.54.04, the Trustee and the Issuer shall be entitled to rely as to the completeness and accuracy of all statements in such Written Requisition. The execution Requisition upon the approval of a such Written Requisition by an Authorized Company Representative, execution thereof and communication thereof by telegram, telex or facsimile transmission, electronic mail or other means of electronic transmission to the Trustee shall be conclusive evidence of the Company’s approval of such Written Requisitionapproval, and the Company shall indemnify and save harmless the Issuer and the Trustee from any liability incurred in connection with any Written Requisition so executed and communicated by an Authorized Company Representative, in accordance with the terms of Section 7.2. Following receipt of any Written Requisition, the Trustee shall disburse the funds in the General Account of the Construction Fund as requested by such Written Requisition no later than three Business Days thereafter. (bc) The Company shall not submit in the aggregate Written Requisitions which, if paid, would result in less than 95% pay of the Net Proceeds thereupon requisitioned being used to Exempt Costs. (d) The Company shall not submit or cause to be submitted to the Trustee any Written Requisition pursuant to this Section 3.5 4.04 and shall have no claim upon any moneys in the Construction Fund, so long as there shall have occurred and be continuing any Event of Default. (c) For any disbursement for any item not described in, or the cost for which item is other than as described in the Tax Certificate and Agreement, the Company shall certify in writing to the Trustee and the Issuer that the average reasonably expected economic life of the Facility (taking into account such changed or varied items) being financed by such Tax-Exempt Bonds is not less than 5/6ths of the average maturity of such Tax-Exempt Bonds or, at the request of the Issuer, the Company shall deliver to the Issuer and the Trustee an Opinion of Bond Counsel to the effect that such disbursement will not cause the interest on the Tax-Exempt Bonds Default or any Series thereof to be included in "Event of Default" under the gross income of the Bondholders for federal income tax purposesIndenture.