Common use of Disbursements from the Project Fund Clause in Contracts

Disbursements from the Project Fund. Disbursements from the Project Fund shall be made only to reimburse or pay the Company, or any Person designated by the Company, for the following Project Costs: (a) Costs incurred directly or indirectly for or in connection with the acquisition, construction, equipping, installation or improvement of the Projects, including but not limited to those costs incurred for preliminary planning and studies, architectural, legal, engineering and supervisory services, labor, services, materials, acquisition, construction and installation, recording of documents and title work relating to the Project Site. (b) Premiums attributable to all insurance required to be taken out and maintained during the Construction Period with respect to the Projects and the premium on each surety bond, if any, required with respect to work on the Projects. (c) Taxes, assessments, interest on the Bonds and other charges in respect of the Projects that may become due and payable during the Construction Period for the Projects. (d) Costs incurred directly or indirectly in seeking to enforce any remedy against any contractor or subcontractor in respect of any default under any contract relating to the Projects. (e) Financial, legal, accounting, appraisal, printing and engraving fees, charges and expenses, title insurance premiums, if any, and all other such fees, charges and expenses incurred in connection with the authorization, sale, issuance and delivery of the Bonds and the preparation and delivery of the Agreement, the Indenture and other related documents. (f) Fees and expenses of the Trustee, Authenticating Agent, Paying Agent and Registrar (as such terms are defined in the Indenture), including reasonable counsel fees and expenses, properly incurred under the Indenture that may become due and payable during the Construction Period, including the initial or acceptance fee of the Trustee. (g) Any other incidental and necessary costs including without limitation any expenses, fees and charges relating to the acquisition, construction or installation of the Projects. (h) Payments made to the Rebate Fund. (i) Any other expense permissible, in the opinion of Bond Counsel, under the Act. Any disbursements from the Project Fund for the payment of Project Costs shall be made by the Trustee only upon the written order of the Authorized Company Representative. Each such written order shall be in the form of the disbursement request attached hereto as Exhibit B and shall be consecutively numbered. In the case of any contract providing for the retention of a portion of the contract price, there shall be paid initially from the Project Fund only the net amount remaining after deduction of any such portion, and when the amount of any such retention is due and payable, then such retention may be paid from the Project Fund. In addition, the Company shall not request or authorize any disbursements from the Project Fund prior to the Completion Date for a purpose or function other than to provide solid waste disposal facilities within the meaning of Section 142(a)(6) of the Code, unless such disbursement would not result in more than 5% of the net proceeds of the Bonds (including those amounts disbursed pursuant to this Section 3.4) being used other than to provide solid waste disposal facilities (treating Issuance Costs so paid as being used other than to provide solid waste disposal facilities), unless in connection with any such disbursement request the Company provides the Trustee with an opinion of Bond Counsel or ruling of the Internal Revenue Service to the effect that such disbursement will not cause the interest on the Bonds to be included in the gross income of the Holders for federal income tax purposes. Receipt of a disbursement request, in the form of the disbursement request attached hereto as Exhibit B, shall be full authorization for the Trustee to make the disbursements requested thereby, and the Trustee shall be entitled to rely without further inquiry on, and shall have no duty to check, verify or investigate, the statements and certifications made therein or included therewith. Any moneys in the Project Fund remaining after the Completion Date and payment, or provision for payment, in full of the Project Costs at the direction of the Authorized Company Representative promptly shall be (a) used to acquire, construct or install such additional real and personal property comprising Air Quality Facilities as defined in the Act for use in connection with the Projects as is designated by the Authorized Company Representative and the acquisition, construction, equipment, installation and improvement of which will be such as is permitted under the Act, (b) used for the purchase of Bonds in the open market for the purpose of cancellation at prices not exceeding the fair market value thereof plus accrued interest to the date of payment therefor, (c) paid into the Bond Fund to be applied to the payment of Bond Service Charges on the Bonds or the redemption of the Bonds, or (d) used for a combination of the foregoing as is provided in that direction or for any other purposes as are or may be permitted under the Act; provided that, in all such cases, (A) those moneys shall be so used or applied only to the extent that such use or application will not, in the opinion of Bond Counsel or under a ruling of the Internal Revenue Service, adversely affect the exclusion of the interest on the Bonds from the gross income of the Holders thereof and (B) any money remaining in the Project Fund following completion of the Projects shall be invested in accordance with the Code in such manner as not to adversely affect the exclusion of the interest on the Bonds from the gross income of the Holders thereof.

Disbursements from the Project Fund. Disbursements from the Project Fund shall be made only to reimburse or pay the CompanyBorrower, or any Person person designated by the CompanyBorrower, for the following Project Costs (the “Project Costs”) relating to the Series 2012 Project or any future project: (a) Costs incurred directly or indirectly for or in connection with the acquisition, construction, equippingfurnishing, installation equipment or improvement of the ProjectsSeries 2012 Project, including but not limited to those costs incurred in respect of the Series 2012 Project for preliminary planning and studies, ; architectural, legal, engineering engineering, accounting, consulting, supervisory and supervisory other services, ; labor, services, services and materials, acquisition, construction ; and installation, recording of documents and title work relating to the Project Sitework. (b) Premiums attributable to all any surety bonds and insurance required to be taken out and maintained during the Construction Period with respect to the Projects Project Site and the premium on each surety bond, if any, required with respect Project Facilities relating to work on the ProjectsSeries 2012 Project. (c) Taxes, assessments, interest on the Bonds assessments and other governmental charges in respect of the Projects Project that may become due and payable during the Construction Period for the ProjectsPeriod. (d) Costs incurred directly or indirectly in seeking to enforce any remedy against any contractor or subcontractor in respect of any actual or claimed default under any contract relating to the ProjectsProject Facilities relating to the Project. (e) Financial, legal, accounting, appraisal, printing and engraving fees, charges and expenses, title insurance premiums, if any, and all other such fees, charges and expenses incurred in connection with the authorization, sale, issuance and delivery of the Bonds and the preparation and delivery of the AgreementBonds, including, without limitation, the Indenture and other related documents. (f) Fees fees and expenses of the Trustee, Authenticating Agent, Paying Agent Trustee and Registrar (as such terms are defined in the Indenture), including reasonable counsel fees and expenses, any paying agent properly incurred under the Indenture that may become due and payable during the Construction Period, including ; provided that the initial or acceptance fee amount of the Trusteeproceeds of the Series 2012A Bonds and the Series 2012B Bonds used to finance issuance costs shall not exceed 2% of the aggregate face amount of the Bonds within the meaning of Section 147(g) of the Code. (f) Any other costs, expenses, fees and charges properly chargeable to the cost of construction, furnishing, equipment or improvement of the Series 2012 Project. (g) Any other incidental and necessary costs including without limitation any expenses, Payment of interest on the Bonds or fees and charges relating for credit enhancement devices applicable to the acquisitionBonds, construction or installation to the extent such fees constitute a reasonable charge for the transfer of credit risk, during the ProjectsConstruction Period. (h) Payments made to the Rebate Fund. (i) Any other expense permissible, in Fund for the opinion of Bond Counsel, under Series 2012A Bonds and the ActSeries 2012B Bonds. Any disbursements from the Project Fund for the payment of the Project Costs relating to the Series 2012 Project shall be made by the Trustee only upon the written order of the Authorized Company RepresentativeDesignated Representative with written approval of the City. Each such written order shall be in substantially the form of the disbursement request attached hereto as Exhibit B C and shall be consecutively numberednumbered and accompanied by invoices or other appropriate documentation supporting the payments or reimbursements requested. With regard to the Series 2012A Bonds and the Series 2012B Bonds, 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 issuance of the Series 2012A Bonds and the Series 2012B Bonds as required by Section 149(e) of the Code and referred to in Section 2.2 hereof, shall be accompanied by evidence satisfactory to the Trustee that the average reasonably expected economic life of the facilities being financed by the Bonds is not less than 5/6ths of the average maturity of the Bonds or, if such evidence is not presented with the disbursement or at the request of the Trustee, by an opinion of nationally recognized bond counsel to the effect that such disbursement will not result in the interest on the Series 2012A Bonds or the Series 2012B Bonds becoming included in the gross income of the Series 2012A Bondholders or the Series 2012B Bondholders for federal income tax purposes. At or prior to submitting a request for disbursement in the form attached as Exhibit C to this Agreement, the Designated Representative shall provide the Trustee with either appropriate mechanics’ lien affidavits or waivers from each payee under each such prior disbursement request or with evidence or documentation satisfactory to the Trustee that provision against the filing of any mechanics’ or similar liens with respect to the payment being made has been taken by the Borrower by deposit or bonding. In the case of any contract providing provides for the retention by the Borrower of a portion of the contract price, there shall be paid initially from the Project Fund only the net amount remaining after deduction of any such portion, and only when the that retained amount of any such retention is due and payable, then such retention may it be paid from the Project Fund. In addition, the Company shall not request or authorize any disbursements from the Project Fund prior to the Completion Date for a purpose or function other than to provide solid waste disposal facilities within the meaning of Section 142(a)(6) of the Code, unless such disbursement would not result in more than 5% of the net proceeds of the Bonds (including those amounts disbursed pursuant to this Section 3.4) being used other than to provide solid waste disposal facilities (treating Issuance Costs so paid as being used other than to provide solid waste disposal facilities), unless in connection with any such disbursement request the Company provides the Trustee with an opinion of Bond Counsel or ruling of the Internal Revenue Service to the effect that such disbursement will not cause the interest on the Bonds to be included in the gross income of the Holders for federal income tax purposes. Receipt of a disbursement request, in the form of the disbursement request attached hereto as Exhibit B, shall be full authorization for the Trustee to make the disbursements requested thereby, and the Trustee shall be entitled to rely without further inquiry on, and shall have no duty to check, verify or investigate, the statements and certifications made therein or included therewith. Any moneys in the Project Fund remaining after the Completion Date and payment, or provision for payment, in full of the Project Costs relating to the Series 2012 Project, at the direction of the Authorized Company Representative Designated Representative, promptly shall be be (ai) used to acquireconstruct, construct or install install, equip and improve such additional real and or personal property comprising Air Quality Facilities as defined in the Act for use in connection with the Projects Series 2012 Project as is designated by the Authorized Company Designated Representative and the acquisition, construction, equipmentinstallation, installation equipment and improvement of which will be such as is permitted under the Act, provided that any such use with regard to proceeds of the Series 2012A Bonds and the Series 2012B Bonds shall be accompanied by evidence satisfactory to the Trustee that the average reasonably expected economic life of such additional property, together with the other property theretofore acquired with the proceeds of the Series 2012A Bonds and the Series 2012B Bonds, will not be less than 5/6ths of the average maturity of the Series 2012A Bonds and the Series 2012B Bonds or, if such evidence is not presented with the direction, an opinion of nationally recognized bond counsel to the effect that the acquisition of such additional property will not result in the interest on the Series 2012A Bonds or the Series 2012B Bonds becoming included in the gross income of the Bondholders for federal income tax purposes; (bii) used for the purchase of Bonds in the open market for the purpose of cancellation at prices not exceeding the fair full market value thereof plus accrued interest thereon to the date of payment therefor, ; (ciii) paid into the Bond Fund to be applied to the payment of Bond Service Charges on the Bonds or the redemption of the Bonds, or ; or (div) used for a combination of the foregoing as is provided in that direction or for any other purposes as are or may be permitted under the Act; provided that, in direction. In all such cases, (A) those moneys any payments made pursuant to the immediately preceding paragraph shall be so used or applied made only to the extent that such use or application will not, in the opinion of Bond Counsel nationally recognized bond counsel or under a ruling of the Internal Revenue Service, adversely affect the exclusion of result in the interest on the Series 2012A Bonds from or the Series 2012B Bonds becoming included in the gross income of the Holders thereof of Series 2012A Bonds or the Series 2012B Bonds for federal income tax purposes. Notwithstanding the foregoing, upon the occurrence and (B) continuance of an “Event of Default” as defined in Section 10.01 of the Indenture because of which acceleration of the principal amount of the Bonds has been declared pursuant to Section 10.03 of the Indenture, any money moneys remaining in the Project Fund following completion of the Projects shall be invested in accordance with promptly transferred by the Code in such manner as not Trustee to adversely affect the exclusion of the interest on the Bonds from the gross income of the Holders thereofBond Fund.

Disbursements from the Project Fund. Disbursements from the Project Fund shall be made only to reimburse or pay the Company, or any Person designated by the Company, for the following Project Costs: (a) Costs incurred directly or indirectly for or in connection with the acquisition, construction, equipping, installation or improvement of the Projects, including but not limited to those costs incurred for preliminary planning and studies, architectural, legal, engineering and supervisory services, labor, services, materials, acquisition, construction and installation, recording of documents and title work relating to the Project SiteSites. (b) Premiums attributable to all insurance required to be taken out and maintained during the Construction Period with respect to the Projects and the premium on each surety bond, if any, required with respect to work on the Projects. (c) Taxes, assessments, interest on the Bonds and other charges in respect of the Projects that may become due and payable during the Construction Period for the Projects. (d) Costs incurred directly or indirectly in seeking to enforce any remedy against any contractor or subcontractor in respect of any default under any contract relating to the Projects. (e) Financial, legal, accounting, appraisal, printing and engraving fees, charges and expenses, title insurance premiums, if any, and all other such fees, charges and expenses incurred in connection with the authorization, sale, issuance and delivery of the Bonds and the preparation and delivery of the Agreement, the Indenture and other related documents. (f) Fees and expenses of the Trustee, Authenticating Agent, Paying Agent and Registrar (as such terms are defined in the Indenture), including reasonable counsel fees and expenses, properly incurred under the Indenture that may become due and payable during the Construction Period, including the initial or acceptance fee of the Trustee. (g) Any other incidental and necessary costs including without limitation any expenses, fees and charges relating to the acquisition, construction or installation of the Projects. (h) Payments made to the Rebate Fund. (i) Any other expense permissible, in the opinion of Bond Counsel, under the Act. Any disbursements from the Project Fund for the payment of Project Costs shall be made by the Trustee only upon the written order of the Authorized Company Representative. Each such written order shall be in the form of the disbursement request attached hereto as Exhibit B and shall be consecutively numbered. In the case of any contract providing for the retention of a portion of the contract price, there shall be paid initially from the Project Fund only the net amount remaining after deduction of any such portion, and when the amount of any such retention is due and payable, then such retention may be paid from the Project Fund. In addition, the Company shall not request or authorize any disbursements from the Project Fund prior to the Completion Date for a purpose or function other than to provide solid waste disposal facilities within the meaning of Section 142(a)(6) of the Code, unless such disbursement would not result in more than 5% of the net proceeds of the Bonds (including those amounts disbursed pursuant to this Section 3.4) being used other than to provide solid waste disposal facilities (treating Issuance Costs so paid as being used other than to provide solid waste disposal facilities), unless in connection with any such disbursement request the Company provides the Trustee with an opinion of Bond Counsel or ruling of the Internal Revenue Service to the effect that such disbursement will not cause the interest on the Bonds to be included in the gross income of the Holders for federal income tax purposes. Receipt of a disbursement request, in the form of the disbursement request attached hereto as Exhibit B, shall be full authorization for the Trustee to make the disbursements requested thereby, and the Trustee shall be entitled to rely without further inquiry on, and shall have no duty to check, verify or investigate, the statements and certifications made therein or included therewith. Any moneys in the Project Fund remaining after the Completion Date and payment, or provision for payment, in full of the Project Costs at the direction of the Authorized Company Representative promptly shall be (a) used to acquire, construct or install such additional real and personal property comprising Air Quality Pollution Control Facilities as defined in the Act for use in connection with the Projects as is designated by the Authorized Company Representative and the acquisition, construction, equipment, installation and improvement of which will be such as is permitted under the Act, (b) used for the purchase of Bonds in the open market for the purpose of cancellation at prices not exceeding the fair market value thereof plus accrued interest to the date of payment therefor, (c) paid into the Bond Fund to be applied to the payment of Bond Service Charges on the Bonds or the redemption of the Bonds, or (d) used for a combination of the foregoing as is provided in that direction or for any other purposes as are or may be permitted under the Act; provided that, in all such cases, (A) those moneys shall be so used or applied only to the extent that such use or application will not, in the opinion of Bond Counsel or under a ruling of the Internal Revenue Service, adversely affect the exclusion of the interest on the Bonds from the gross income of the Holders thereof and (B) any money remaining in the Project Fund following completion of the Projects shall be invested in accordance with the Code in such manner as not to adversely affect the exclusion of the interest on the Bonds from the gross income of the Holders thereof.

Disbursements from the Project Fund. Disbursements Subject to the provisions below, disbursements from the Project Fund of moneys if any moneys are retained in the Project Fund shall be made made, by execution and delivery to the Trustee of a disbursement request (unless there is a Home Office Payments Agreement in effect in which event such request shall be delivered to the Purchaser in place of the Trustee) substantially in the form attached hereto and incorporated herein by reference as Exhibit C, only to reimburse or pay the CompanyLessee, or any Person designated by the CompanyLessee, for the following Project Costs: (a) Costs incurred directly or indirectly for or in connection with the acquisition, construction, equipping, equipping and installation or improvement of the ProjectsProject, including but not limited to those costs incurred in respect of the Project for preliminary planning and studies, ; architectural, legal, engineering engineering, accounting, consulting, supervisory and supervisory other services, ; labor, services, services and materials, acquisition, construction ; and installation, recording of documents and title work relating to the Project Site.work; (b) Premiums attributable to all any surety bonds and insurance required to be taken out and maintained during the Construction Installation Period with respect to the Projects Project Site and the premium on each surety bond, if any, required with respect to work on the Projects.Project Facilities; (c) Taxes, assessments, interest on the Bonds assessments and other governmental charges in respect of the Projects Project that may become due and payable during the Construction Period for the Projects.Installation Period; (d) Costs incurred directly or indirectly in seeking to enforce any remedy against any contractor or subcontractor in respect of any actual or claimed default under any contract relating to the Projects.Project Facilities; (e) Financial, legal, accounting, appraisal, printing and engraving fees, charges and expenses, title insurance premiums, if any, and all other such fees, charges and expenses incurred in connection with the authorization, sale, issuance and delivery of the Bonds and the preparation and delivery of the AgreementBonds, including, without limitation, the Indenture and other related documents. (f) Fees fees and expenses of the TrusteeTrustee and its counsel, Authenticating Agentand the Issuer and its counsel, Paying Agent and Registrar (as such terms are defined in the Indenture), including reasonable counsel fees and expenses, any paying agent properly incurred under the Indenture that may become due and payable during the Construction Installation Period, including the initial or acceptance fee of the Trustee.; (gf) Any other incidental and necessary costs including without limitation any costs, expenses, fees and charges relating properly chargeable to the acquisition, construction or cost of acquisition and installation of the Projects.Project; and/or (hg) Payments made to Payment of interest on the Rebate Fund. (i) Any other expense permissible, in Bonds during the opinion of Bond Counsel, under the ActInstallation Period. Any disbursements disbursement from the Project Fund for the payment of Project Costs shall be made by the Trustee (unless there is a Home Office Payments Agreement in effect in which event such disbursement shall be made by the Purchaser) only upon the written order of the Authorized Company Lessee Representative. Each such written order shall be in substantially the form of the disbursement request attached hereto as Exhibit B and shall be consecutively numbered. C. In the case of any contract providing provides for the retention of a portion of the contract price, there shall be requested to be paid initially from the Project Fund (to the extent there is no Home Office Payments Agreement in effect) only the net amount remaining after deduction of any such portion, and only when the that retained amount of any such retention is due and payable, then such retention may it be requested to be paid from the Project Fund. In addition, the Company shall not request or authorize any disbursements from the Project Fund prior to the Completion Date for a purpose or function other than to provide solid waste disposal facilities within the meaning of Section 142(a)(6) of the Code, unless such disbursement would not result in more than 5% of the net proceeds of the Bonds (including those amounts disbursed pursuant to this Section 3.4) being used other than to provide solid waste disposal facilities (treating Issuance Costs so paid as being used other than to provide solid waste disposal facilities), unless in connection with any such disbursement request the Company provides the Trustee with an opinion of Bond Counsel or ruling of the Internal Revenue Service to the effect that such disbursement will not cause the interest on the Bonds to be included in the gross income of the Holders for federal income tax purposes. Receipt of a disbursement request, in the form of the disbursement request attached hereto as Exhibit B, shall be full authorization for the Trustee to make the disbursements requested thereby, and the Trustee shall be entitled to rely without further inquiry on, and shall have no duty to check, verify or investigate, the statements and certifications made therein or included therewith. Any moneys in the Project Fund remaining after the Completion Date and payment, or provision for payment, in full of the Project Costs Costs, at the written direction of the Authorized Company Representative Lessee Representative, promptly shall be be: (a) used to acquire, construct or install such additional real and personal property comprising Air Quality Facilities as defined in the Act for use in connection with the Projects as is designated by the Authorized Company Representative and the acquisition, construction, equipment, installation and improvement of which will be such as is permitted under the Act, (b) used for the purchase of the Bonds in the open market for the purpose of cancellation at prices not exceeding the fair full market value thereof plus accrued interest thereon to the date of payment therefor, ; (cb) paid into the Bond Fund to be applied to the payment of Bond Service Charges on the Bonds or the redemption of the Bonds, or ; or (dc) used for to accomplish a combination of the foregoing as is provided in that direction or for any other purposes as are or may be permitted under the Act; provided that, in all such cases, (A) those moneys shall be so used or applied only to the extent that such use or application will not, in the opinion of Bond Counsel or under a ruling of the Internal Revenue Service, adversely affect the exclusion of the interest on the Bonds from the gross income of the Holders thereof and (B) any money remaining in the Project Fund following completion of the Projects shall be invested in accordance with the Code in such manner as not to adversely affect the exclusion of the interest on the Bonds from the gross income of the Holders thereofdirection.

Disbursements from the Project Fund. Disbursements Subject to the provisions below, disbursements from the Project Fund shall be made only to pay (or to reimburse or pay the Company, or any Person designated by the Company, Borrower for payment of) the following 1998 Project Costscosts: (a) Costs incurred directly or indirectly for or in connection with the acquisition, construction, equipping, acquisition or installation or improvement of the Projects1998 Project, including but not limited to those costs incurred with respect to the 1998 Project for preliminary planning and studies, ; architectural, legal, engineering engineering, accounting, consulting, supervisory and supervisory other services, ; labor, services, services and materials, acquisition, construction ; and installation, recording of documents and title work relating to the Project Site.work; (b) Premiums attributable to all insurance required to be taken out and maintained during the Construction Period with respect to the Projects and the premium on each surety bond, if any, required with respect to work on the Projects. (c) Taxes, assessments, interest on the Bonds and other charges in respect of the Projects that may become due and payable during the Construction Period for the Projects. (d) Costs incurred directly or indirectly in seeking to enforce any remedy against any contractor or subcontractor in respect of any actual or claimed default under any contract relating to the Projects.1998 Project; (ec) Financial, legal, accounting, appraisal, printing and engraving fees, charges and expenses, title insurance premiums, if any, and all other such fees, charges and expenses incurred in connection with the authorization, sale, issuance and delivery of the Bonds and the preparation and delivery of the AgreementProject Bonds, including, without limitation, the Indenture and other related documents. (f) Fees fees and expenses of the TrusteeIssuer, Authenticating AgentBond Counsel, Paying Agent and Registrar (as such terms are defined in the Indenture), including reasonable counsel fees and expenses, properly incurred under the Indenture that may become due and payable during the Construction Period, including the initial or acceptance fee expenses of the Trustee.Trustee and the fees and expenses of the Underwriter; provided, however, any fees and expenses incurred in connection with the issuance of the Project Bonds and paid with Project Bond proceeds shall not exceed 2 % of the proceeds of the Project Bonds within the meaning of Section 147(g) of the Code; (gd) Any other incidental and necessary costs including without limitation any costs, expenses, fees and charges relating properly chargeable to the acquisitioncost of the construction, construction acquisition or installation of the Projects.1998 Project; (he) Payments made Interest on the Project Bonds during the Construction Period to be paid into the Bond Fund; and (f) The fees and expenses of the Bank under the Reimbursement Agreement applicable to the Rebate Fund. (i) Any other expense permissible, in the opinion of Bond Counsel, under the ActConstruction Period. Any disbursements from the Project Fund for the payment of Project Costs described above shall be made by the Trustee only upon the written order of the Authorized Company Borrower Representative. Each such written order shall be in substantially the form of the disbursement request attached hereto as Exhibit B D and shall be consecutively numberednumbered and accompanied by invoices or other appropriate documentation supporting the payments or reimbursements requested. Any disbursement for any item not described in, or the cost for which item is other than as described in, the IRS Form 8038 information statement filed by the Issuer in connection with the issuance of the Project Bonds, shall be accompanied by evidence satisfactory to the Trustee that the average reasonably expected economic life of the facilities being financed by the Project Bonds is not less than 5/6ths of the average maturity of the Project Bonds or, if such evidence is not presented with the disbursement or at the request of the Trustee or the Bank, by an opinion of Bond Counsel to the effect that such disbursement will not result in the interest on the Project Bonds becoming subject to federal income taxation. In the case of any contract providing provides for the retention by the Borrower of a portion of the contract price, there shall be paid initially from the Project Fund only the net amount remaining after deduction of any such portionportion and, and only when the that retained amount of any such retention is due and payable, then such retention may it be paid from the Project Fund. In addition, the Company shall not request or authorize any disbursements from the Project Fund prior to the Completion Date for a purpose or function other than to provide solid waste disposal facilities within the meaning of Section 142(a)(6) of the Code, unless such disbursement would not result in more than 5% of the net proceeds of the Bonds (including those amounts disbursed pursuant to this Section 3.4) being used other than to provide solid waste disposal facilities (treating Issuance Costs so paid as being used other than to provide solid waste disposal facilities), unless in connection with any such disbursement request the Company provides the Trustee with an opinion of Bond Counsel or ruling of the Internal Revenue Service to the effect that such disbursement will not cause the interest on the Bonds to be included in the gross income of the Holders for federal income tax purposes. Receipt of a disbursement request, in the form of the disbursement request attached hereto as Exhibit B, shall be full authorization for the Trustee to make the disbursements requested thereby, and the Trustee shall be entitled to rely without further inquiry on, and shall have no duty to check, verify or investigate, the statements and certifications made therein or included therewith. Any moneys in the Project Fund remaining after the Completion Date and payment, or provision for payment, in full of the costs of financing the 1998 Project Costs described above, at the direction of the Authorized Company Borrower Representative with prior written consent of the Bank, promptly shall be be: (ai) used to acquire, construct or construct, equip and install such additional real and or personal property comprising Air Quality Facilities as defined in the Act for use in connection with the Projects Project as is designated by the Authorized Company Borrower Representative and approved by the Bank, and the acquisition, construction, equipment, equipping and installation and improvement of which will be such as is permitted under the Act, provided that any such use shall be accompanied by evidence satisfactory to the Trustee that the average reasonably expected economic life of such additional property, together with the other property theretofore acquired with the proceeds of the Project Bonds, will not be less than 5/6ths of the average maturity of the Project Bonds; (bii) used to reimburse the Bank for draws on the Letter of Credit to redeem Project Bonds in accordance with the terms of the Indenture; (iii) used for the purchase of Project Bonds in the open market for the purpose of cancellation at prices not exceeding the fair market value thereof plus accrued interest to the date of payment therefor, cancellation; or (c) paid into the Bond Fund to be applied to the payment of Bond Service Charges on the Bonds or the redemption of the Bonds, or (div) used for to accomplish a combination of the foregoing as is provided in that direction or for any other purposes as are or may be permitted under the Actdirection; provided that, that in all such cases, (A) those moneys shall be so used or applied only to the extent that such use or application will not, not in the opinion of Bond Counsel or under a ruling of the Internal Revenue Service, adversely affect the exclusion of Service result in the interest on the Project Bonds from the becoming includable in gross income for federal income tax purposes; In the event that all of the Holders thereof and (B) Bonds are either redeemed or accelerated pursuant to the terms of the Indenture, any money remaining funds in the Project Fund following completion of the Projects shall be invested in accordance with transferred to the Code in such manner as not to adversely affect the exclusion of the interest on the Bonds from the gross income of the Holders thereofBond Fund.

Disbursements from the Project Fund. Disbursements Subject to the ------------------------------------------------- provisions below, disbursements from the Project Fund shall be made only to reimburse or pay the Company, or any Person person designated by the Company, for the following Project Costs: (a) Costs incurred directly or indirectly for or in connection with the acquisition, construction, equippingpurchase, installation or improvement and equipping of the ProjectsProject, including but not limited to those costs incurred in respect of the Project for preliminary planning and studies, : architectural, legal, engineering engineering, accounting, consulting, supervisory AIDEA/Exempt Facility Revenue Bonds (Fairbanks Gold Mining, Inc. Project) Series 1997 Loan Agreement and supervisory other services, ; labor, services, services and materials, acquisition, construction ; and installation, recording of documents and title work relating to the Project Sitework. (b) Premiums attributable to all any surety bonds and insurance required to be taken out and maintained during the Construction Period with respect to the Projects Project Site and the premium on each surety bond, if any, required with respect to work on the ProjectsProject Facilities. (c) Taxes, assessments, interest on the Bonds assessments and other governmental charges in respect of the Projects Project that may become due and payable during the Construction Period for the ProjectsPeriod. (d) Costs incurred directly or indirectly in seeking to enforce any remedy against any contractor or subcontractor in respect of any actual or claimed default under any contract relating to the ProjectsProject Facilities. (e) Financial, legal, accounting, appraisal, printing and engraving fees, charges and expenses, title insurance premiums, if any, and all other such fees, charges and expenses incurred in connection with the authorization, sale, issuance and delivery of the Bonds and the preparation and delivery of the AgreementBonds, including, without limitation, the Indenture and other related documents. (f) Fees fees and expenses of the Trustee, Authenticating Agent, Paying Agent Trustee and Registrar (as such terms are defined in the Indenture), including reasonable counsel fees and expenses, any paying agent properly incurred under the Indenture that may become due and payable during the Construction Period, including ; provided that the initial or acceptance fee costs of issuance of the TrusteeBonds financed by the Bonds shall not exceed two percent (2%) of the proceeds of the Bonds within the meaning of Section 147(g) of the Code. (f) Any other costs, expenses, fees and charges properly chargeable to the cost of acquisition, construction, purchase, improvement and equipping of the Project. (g) Any other incidental and necessary costs including without limitation any expenses, fees and charges relating to Payment of interest during the acquisition, construction or installation of the ProjectsConstruction Period. (h) Payments made to the Rebate Fund. (i) Any All sums required to reimburse the Company for advances made by it for any of the above items or for any other expense permissiblecosts incurred and for work done by the Company, in whether before or after the opinion execution of Bond Counselthis Agreement, under which are properly chargeable to the ActProject Facilities. Any disbursements from the Project Fund for the payment of Project Costs shall be made by the Trustee only upon the written order of the Authorized Company Representative. Each such written order shall be in substantially the form of the disbursement request attached hereto as Exhibit B and shall be consecutively numbered. In C. Any disbursement for any item not described herein, or the case of any contract providing cost for which item is other than as described in, the retention of a portion information statement filed by the Issuer in connection with the issuance of the contract priceBonds AIDEA/Exempt Facility Revenue Bonds (Fairbanks Gold Mining, there shall be paid initially from the Project Fund only the net amount remaining after deduction of any such portion, and when the amount of any such retention is due and payable, then such retention may be paid from the Project Fund. In addition, the Company shall not request or authorize any disbursements from the Project Fund prior to the Completion Date for a purpose or function other than to provide solid waste disposal facilities within the meaning of Inc. Project) Series 1997 Loan Agreement as required by Section 142(a)(6149(e) of the Code, unless such disbursement would not result in more than 5% of the net proceeds of the Bonds (including those amounts disbursed pursuant to this Section 3.4) being used other than to provide solid waste disposal facilities (treating Issuance Costs so paid as being used other than to provide solid waste disposal facilities), unless in connection with any such disbursement request the Company provides the Trustee with shall be accompanied by an opinion of Bond Counsel or ruling of the Internal Revenue Service to the effect that such disbursement will not cause the interest on the Bonds to be included in the gross income of the Holders for federal income tax purposes. Receipt of a disbursement request, in the form of the disbursement request attached hereto as Exhibit B, shall be full authorization for the Trustee to make the disbursements requested thereby, and the Trustee shall be entitled to rely without further inquiry on, and shall have no duty to check, verify or investigate, the statements and certifications made therein or included therewith. Any moneys in the Project Fund remaining after the Completion Date and payment, or provision for payment, in full of the Project Costs Costs, at the direction of the Authorized Company Representative Representative, promptly shall be be (ai) used to acquire, construct or install purchase, construct, install, equip and improve such additional real and or personal property comprising Air Quality Facilities as defined in the Act for use in connection with the Projects Project as is designated by the Authorized Company Representative and the acquisition, purchase, construction, equipmentinstallation, installation equipment and improvement of which will be such as is permitted under the Act, ; (bii) used for the purchase of Bonds in the open market for the purpose of cancellation at prices not exceeding the fair market value thereof plus accrued interest thereon to the date of payment therefor, ; (ciii) paid into the Bond Fund to be applied to the payment of Bond Service Charges on the Bonds or the redemption of the Bonds, or ; or (div) used for a combination of the foregoing as is provided in that direction or for any other purposes as are or may be permitted under the Act; provided that, in direction. In all such cases, (A) those moneys any payments made pursuant to this paragraph shall be so used or applied made only to the extent that such use or application will not, in the opinion of Bond Counsel or under a ruling of the Internal Revenue Service, adversely affect the exclusion of cause the interest on the Bonds from to be included in the gross income of the Holders thereof and (B) any money remaining in the Project Fund following completion of the Projects shall be invested in accordance with the Code in such manner as not to adversely affect the exclusion of the interest on the Bonds from the gross for federal income of the Holders thereoftax purposes.

Disbursements from the Project Fund. Disbursements from The Issuer has, in the Indenture, authorized and directed the Trustee to use the moneys in the Project Fund for the disbursements required by the provisions of this Agreement. Such disbursements shall be made only to pay, or, to the extent the Borrower shall have paid, to reimburse or pay the Company, or any Person designated by the CompanyBorrower, for the following Project Costsfollowing: (a) Costs incurred directly or indirectly for or in connection with the acquisition, construction, equipping, installation construction or improvement equipping of the Projects, Project including but not limited to those costs incurred for any feasibility study, preliminary planning and studies, architectural, legal, engineering and supervisory services, labor, services, materials, acquisitiongrading, construction construction, and equipment acquisition and installation, recording of documents and title work relating including interest on the Bonds during the Construction Period to the Project Siteextent that such interest qualifies as or may be treated as “construction period interest” as defined in the Code. (b) Premiums attributable to all insurance required to be taken out and maintained during the Construction Period with respect to the Projects and Project, the premium on each surety bond, if any, required with respect to work on the Projects. (c) TaxesProject, assessmentsand taxes, interest on the Bonds assessments and other charges in respect of the Projects Project, that may become due and payable during the Construction Period for the ProjectsPeriod. (dc) Costs incurred directly or indirectly in seeking to enforce any remedy against any contractor or subcontractor in respect of any default under any contract relating to the ProjectsProject. (ed) Financial, legal, accounting, appraisal, printing and engraving fees, charges and expenses, title insurance premiums, if any, and all other such fees, charges and expenses incurred in connection with the authorization, sale, issuance and delivery of the Bonds and the preparation and delivery of the this Agreement, the Indenture Indenture, the Mortgage and other related documents. (fe) Fees and expenses of the Trustee, Authenticating Agent, Paying Agent Trustee and Registrar (as such terms are defined in the Indenture), including reasonable counsel fees and expenses, of any paying agent properly incurred under the Indenture that may become due and payable during the Construction Period, including and the initial or acceptance fee of the Trustee. (gf) Any other incidental and necessary costs including without limitation any expenses, fees and charges charges, relating to the acquisition, construction or installation equipping of the Projects. (h) Payments made Project, including deposits to the Reimbursement Account in the Bond Fund for the purpose of reimbursing the Bank for draws under the Letter of Credit to pay interest during the Construction Period, and including deposits to the Rebate Fund. (i) Any other expense permissible, in the opinion of Bond Counsel, under the Act. Any disbursements from the Project Fund for the payment purpose of Project Costs making any payments required pursuant to the Tax Agreement; provided, that nothing in this Agreement permits, or shall be made by construed to permit, the Trustee only upon the written order of the Authorized Company Representative. Each such written order shall be in the form of the disbursement request attached hereto as Exhibit B and shall be consecutively numbered. In the case expenditure of any contract providing for the retention of a portion of the contract price, there shall be paid initially from the Project Fund only the net amount remaining after deduction of any such portion, and when the amount of any such retention is due and payable, then such retention may be paid from the Project Fund. In addition, the Company shall not request or authorize any disbursements from the Project Fund prior to the Completion Date for a purpose or function other than to provide solid waste disposal facilities within the meaning of Section 142(a)(6) of the Code, unless such disbursement would not result in more than 5% of the net proceeds of the Bonds (including those amounts disbursed pursuant to this Section 3.4) being used other than to provide solid waste disposal facilities (treating Issuance Costs so paid as being used other than to provide solid waste disposal facilities), unless in connection with any such disbursement request the Company provides the Trustee with an opinion of Bond Counsel or ruling of the Internal Revenue Service to the effect that such disbursement will not cause the interest on the Bonds to be included in the gross income of the Holders for federal income tax purposes. Receipt of a disbursement request, in the form of the disbursement request attached hereto as Exhibit B, shall be full authorization for the Trustee to make the disbursements requested thereby, and the Trustee shall be entitled to rely without further inquiry on, and shall have no duty to check, verify or investigate, the statements and certifications made therein or included therewith. Any moneys in the Project Fund for, or in reimbursement of payments made for, the acquisition of raw materials or supplies (other than raw materials or supplies used in connection with the installation of the Project), inventory, or accounts receivable, or for provision of working capital, including the payment of any principal or interest on any other secured or unsecured indebtedness incurred by the Borrower in connection with the Project, and no such expenditure shall be made from the Project Fund. (g) All moneys in the Project Fund (including moneys earned thereon by investment thereof) remaining after the Completion Date and payment, or provision for payment, in full of the Project Costs costs provided for in the preceding subsections of this Section, then due and payable, shall promptly be deposited in a subaccount (“Subaccount”) of the Reimbursement Account in the Bond Fund and, at the direction of the Authorized Company Representative promptly shall be (a) Borrower Representative, used to acquire, construct (i) reimburse the Bank for draws on the Letter of Credit to redeem Bonds (if such Bonds are subject to redemption under applicable provisions hereof or install such additional real and personal property comprising Air Quality Facilities as defined in of the Act for use in connection with the Projects as is designated by the Authorized Company Representative and the acquisition, construction, equipment, installation and improvement of which will be such as is permitted under the Act, Indenture) or (bii) used for the purchase of Bonds in the open market for the purpose of cancellation at prices not exceeding the fair market value thereof par plus accrued interest thereon to the date of payment therefor, (cor(iii) paid into the Bond Fund to be applied to the payment of Bond Service Charges on the Bonds or the redemption of the Bonds, or (d) used for a combination of the foregoing as is provided in that direction or for any other purposes as are or may be permitted under the Actforegoing; provided thatthat amounts approved by the Authorized Borrower Representative and the Bank shall be retained by the Trustee in the Project Fund for payment of such costs not then due and payable, in and any balance remaining of such retained funds after full payment of all such casescosts shall be used in the manner specified and in the priorities set forth in clauses (i), (Aii) those moneys shall be so used or applied only to the extent that such use or application will not, in the opinion of Bond Counsel or under a ruling of the Internal Revenue Service, adversely affect the exclusion of the interest on the Bonds from the gross income of the Holders thereof and (Biii) any money of this subsection; and further provided, that if such moneys remaining in the Project Fund following completion prior to application in the manner specified in clauses (i), (ii) and (iii) of this subsection exceed 10% of the Projects aggregate principal amount of the Project Bonds after subtracting the total of the costs of the issuance, sale and delivery of the Project Bonds, paid out of Bond proceeds, then the amount by which such moneys remaining in the Project Fund exceeds the amount specified above shall only be applied by the Borrower as set forth in clause (i) above to redeem or retire Bonds, or a portion thereof at the earlier of their next redemption date or date of maturity and pending such application such amount shall be invested held in accordance with escrow in the Code Subaccount in the Reimbursement Account in the Bond Fund and the yield on such manner as escrowed amount shall not to adversely affect exceed the exclusion of the interest yield on the Bonds from the gross income Bonds, and provided further that with regard to such redemption or retirement of the Holders thereofBonds, such excess shall not be applied to any premium which is paid for such Bonds.

Disbursements from the Project Fund. Disbursements from The Issuer has, in the Indenture, authorized and directed the Trustee to use the moneys in the Project Fund for the disbursements required by the provisions of this Agreement. Such disbursements shall be made only to pay, or, to the extent the Borrower shall have paid, to reimburse or pay the Company, or any Person designated by the CompanyBorrower, for the following Project Costsfollowing: (a) Costs incurred directly or indirectly for or in connection with the acquisition, construction, equipping, installation construction or improvement equipping of the Projects, Project including but not limited to those costs incurred for any feasibility study, preliminary planning and studies, architectural, legal, engineering and supervisory services, labor, services, materials, acquisitiongrading, construction construction, and equipment acquisition and installation, recording of documents and title work relating including interest on the Bonds during the Construction Period to the Project Siteextent that such interest qualifies as or may be treated as “construction period interest” as defined in the Code. (b) Premiums attributable to all insurance required to be taken out and maintained during the Construction Period with respect to the Projects and Project, the premium on each surety bond, if any, required with respect to work on the Projects. (c) TaxesProject, assessmentsand taxes, interest on the Bonds assessments and other charges in respect of the Projects Project, that may become due and payable during the Construction Period for the ProjectsPeriod. (dc) Costs incurred directly or indirectly in seeking to enforce any remedy against any contractor or subcontractor in respect of any default under any contract relating to the ProjectsProject. (ed) Financial, legal, accounting, appraisal, printing and engraving fees, charges and expenses, title insurance premiums, if any, and all other such fees, charges and expenses incurred in connection with the authorization, sale, issuance and delivery of the Bonds and the preparation and delivery of the this Agreement, the Indenture Indenture, the Mortgage and other related documents. (fe) Fees and expenses of the Trustee, Authenticating Agent, Paying Agent Trustee and Registrar (as such terms are defined in the Indenture), including reasonable counsel fees and expenses, of any paying agent properly incurred under the Indenture that may become due and payable during the Construction Period, including and the initial or acceptance fee of the Trustee. (gf) Any other incidental and necessary costs including without limitation any expenses, fees and charges charges, relating to the acquisition, construction or installation equipping of the Projects. (h) Payments made Project, including deposits to the Reimbursement Account in the Bond Fund for the purpose of reimbursing the Bank for draws under the Letter of Credit to pay interest during the Construction Period, and including deposits to the Rebate Fund. (i) Any other expense permissible, in the opinion of Bond Counsel, under the Act. Any disbursements from the Project Fund for the payment purpose of Project Costs making any payments required pursuant to the Tax Agreement; provided, that nothing in this Agreement permits, or shall be made by construed to permit, the Trustee only upon the written order of the Authorized Company Representative. Each such written order shall be in the form of the disbursement request attached hereto as Exhibit B and shall be consecutively numbered. In the case expenditure of any contract providing for the retention of a portion of the contract price, there shall be paid initially from the Project Fund only the net amount remaining after deduction of any such portion, and when the amount of any such retention is due and payable, then such retention may be paid from the Project Fund. In addition, the Company shall not request or authorize any disbursements from the Project Fund prior to the Completion Date for a purpose or function other than to provide solid waste disposal facilities within the meaning of Section 142(a)(6) of the Code, unless such disbursement would not result in more than 5% of the net proceeds of the Bonds (including those amounts disbursed pursuant to this Section 3.4) being used other than to provide solid waste disposal facilities (treating Issuance Costs so paid as being used other than to provide solid waste disposal facilities), unless in connection with any such disbursement request the Company provides the Trustee with an opinion of Bond Counsel or ruling of the Internal Revenue Service to the effect that such disbursement will not cause the interest on the Bonds to be included in the gross income of the Holders for federal income tax purposes. Receipt of a disbursement request, in the form of the disbursement request attached hereto as Exhibit B, shall be full authorization for the Trustee to make the disbursements requested thereby, and the Trustee shall be entitled to rely without further inquiry on, and shall have no duty to check, verify or investigate, the statements and certifications made therein or included therewith. Any moneys in the Project Fund for, or in reimbursement of payments made for, the acquisition of raw materials or supplies (other than raw materials or supplies used in connection with the installation of the Project), inventory, or accounts receivable, or for provision of working capital, including the payment of any principal or interest on any other secured or unsecured indebtedness incurred by the Borrower in connection with the Project, and no such expenditure shall be made from the Project Fund. (g) All moneys in the Project Fund (including moneys earned thereon by investment thereof) remaining after the Completion Date and payment, or provision for payment, in full of the Project Costs costs provided for in the preceding subsections of this Section, then due and payable, shall promptly be deposited in a subaccount (“Subaccount”) of the Reimbursement Account in the Bond Fund and, at the direction of the Authorized Company Representative promptly shall be (a) Borrower Representative, used to acquire, construct (i) reimburse the Bank for draws on the Letter of Credit to redeem Bonds (if such Bonds are subject to redemption under applicable provisions hereof or install such additional real and personal property comprising Air Quality Facilities as defined in of the Act for use in connection with the Projects as is designated by the Authorized Company Representative and the acquisition, construction, equipment, installation and improvement of which will be such as is permitted under the Act, Indenture) or (bii) used for the purchase of Bonds in the open market for the purpose of cancellation at prices not exceeding the fair market value thereof par plus accrued interest thereon to the date of payment therefor, (c) paid into the Bond Fund to be applied to the payment of Bond Service Charges on the Bonds or the redemption of the Bonds, or (diii) used for a combination of the foregoing as is provided in that direction or for any other purposes as are or may be permitted under the Actforegoing; provided thatthat amounts approved by the Authorized Borrower Representative and the Bank shall be retained by the Trustee in the Project Fund for payment of such costs not then due and payable, in and any balance remaining of such retained funds after full payment of all such casescosts shall be used in the manner specified and in the priorities set forth in clauses (i), (Aii) those moneys shall be so used or applied only to the extent that such use or application will not, in the opinion of Bond Counsel or under a ruling of the Internal Revenue Service, adversely affect the exclusion of the interest on the Bonds from the gross income of the Holders thereof and (Biii) any money of this subsection; and further provided, that if such moneys remaining in the Project Fund following completion prior to application in the manner specified in clauses (i), (ii) and (iii) of this subsection exceed 10% of the Projects aggregate principal amount of the Project Bonds after subtracting the total of the costs of the issuance, sale and delivery of the Project Bonds, paid out of Bond proceeds, then the amount by which such moneys remaining in the Project Fund exceeds the amount specified above shall only be applied by the Borrower as set forth in clause (i) above to redeem or retire Bonds, or a portion thereof at the earlier of their next redemption date or date of maturity and pending such application such amount shall be invested held in accordance with escrow in the Code Subaccount in the Reimbursement Account in the Bond Fund and the yield on such manner as escrowed amount shall not to adversely affect exceed the exclusion of the interest yield on the Bonds from the gross income Bonds, and provided further that with regard to such redemption or retirement of the Holders thereofBonds, such excess shall not be applied to any premium which is paid for such Bonds.

Disbursements from the Project Fund. Disbursements Subject to the provisions below, disbursements from the Project Fund shall be made only to reimburse or pay the Company, or to pay any Person person designated by the Company, Company for the following Project Costs: (a) Costs incurred directly or indirectly for or in connection with the acquisition, construction, equippingrenovation, installation rehabilitation, furnishing or improvement equipping of the ProjectsProject, including but not limited to those costs incurred in respect of the Project for preliminary planning and studies, architectural, legal, engineering engineering, accounting, consulting, supervisory and supervisory other services, ; labor, services, services and materials, acquisition, construction and installation, recording of documents and title work relating to the Project Sitework. (b) Premiums attributable to all any surety bonds and insurance required to be taken out and maintained during the Construction Period with respect to the Projects Project Site and the premium on each surety bond, if any, required with respect to work on the ProjectsProject Facilities. (c) Taxes, assessments, interest on the Bonds assessments and other governmental charges in respect of the Projects Project that may become due and payable during the Construction Period for the ProjectsPeriod. (d) Costs incurred directly or indirectly in seeking to enforce any remedy against any contractor or subcontractor in respect of any actual or claimed default under any contract relating to the ProjectsProject Facilities. (e) Financial, legal, accounting, appraisal, printing and engraving fees, charges and expenses, title insurance premiums, if any, and all other such fees, charges and expenses incurred in connection with the authorization, sale, issuance and delivery of the Bonds Bonds, including, without limitation, costs associated with issuance of the Letter of Credit and the preparation and delivery of the Agreement, the Indenture and other related documents. (f) Fees fees and expenses of the Trustee, Authenticating Agent, Paying Agent Trustee and Registrar (as such terms are defined in the Indenture), including reasonable counsel fees and expenses, any paying agent properly incurred under the Indenture or of a Credit Facility Issuer under the Reimbursement Agreement that may become due and payable during the Construction Period, including ; provided that the initial or acceptance fee amount of the Trusteeproceeds of the Bonds used to finance Issuance Costs shall not exceed 2% of such proceeds within the meaning of Section 147(g) of the Code. (f) Any other costs, expenses, fees and charges properly chargeable to the cost of acquisition, construction, renovation, rehabilitation, furnishing or equipping of the Project. (g) Any other incidental and necessary costs including without limitation any expenses, fees and charges relating to Payment of interest on the acquisition, construction or installation of Bonds during the ProjectsConstruction Period. (h) Payments made to the Rebate Fund. (i) Any other expense permissible, in the opinion of Bond Counsel, under the Act. Any disbursements from the Project Fund for the payment of Costs of the Project Costs shall be made by the Trustee only upon the written order of the Authorized Company RepresentativeRepresentative and approval by the Credit Facility Issuer. Each such written order shall be delivered to the Trustee in substantially the form of the disbursement request attached hereto as Exhibit B C and shall be consecutively numberednumbered and accompanied by bills, invoices or other appropriate documentation satisfactory to the Credit Facility Issuer supporting the payments or reimbursements requested. A copy of each written order and attachments shall be delivered simultaneously to the Credit Facility Issuer. In addition, the case following items shall be or shall have previously been delivered to the Trustee and the Credit Facility Issuer for any disbursement described in paragraph (a) above: (i) An itemized statement signed by the Authorized Company Representative and approved by an Engineer, of the estimated cost of completion of the Project; (ii) Copies of Plans and Specifications for the Project, in the form approved and signed by the Authorized Company Representative and an Engineer; (iii) A survey of the Project Site; (iv) A copy of the building permit for the Project; (v) Evidence, satisfactory to the Credit Facility Issuer, that the Project Site has been finally zoned to permit the construction, use and occupancy of the Project; (vi) Written evidence, satisfactory to the Credit Facility Issuer, that sanitary and storm sewers, gas, water and electrical services are available to the Project; (vii) Evidence that Required Property Insurance Coverage, as defined in the Mortgage, is in effect; and (viii) With regard to disbursements to pay or reimburse Costs of the Project attributable to items of personal property, acknowledgment copies of UCC-1 financing statements indicating that the Trustee, the Credit Facility Issuer and the Director of Development of the State of Ohio share a first priority security interest in such personal property. 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 issuance of the Bonds as required by Section 149(e) of the Code and referred to in Section 2.02 hereof, shall be accompanied by evidence satisfactory to the Trustee that the average reasonably expected economic life of the facilities being financed by the Bonds is not less than 5/6ths of the average maturity of the Bonds or, if such evidence is not presented with the disbursement or at the request of the Trustee, by opinion of nationally recognized bond counsel to the effect that such disbursement will not result in the interest on the Bonds becoming included in the gross income of the Holders of Bonds for federal income tax purposes. At the request of the Trustee or the Credit Facility Issuer and if not required by Exhibit C, the Authorized Company Representative also shall provide the Trustee or the Credit Facility Issuer with either appropriate mechanics' lien affidavits or waivers from each payee under each such written order or with evidence or documentation satisfactory to the Trustee or the Credit Facility Issuer that provision against the filing of any mechanics' or similar liens with respect to the payment being made has been taken by the Company by deposit or bonding. In case any contract providing provides for the retention by the Company of a portion of the contract price, there shall be paid initially from the Project Fund only the net amount remaining after deduction of any such portion, and only when the that retained amount of any such retention is due and payable, then such retention may it be paid from the Project Fund. In additionNotwithstanding anything to the contrary contained in this Section 3.04, (i) not more than an amount equal to 2% of the Company proceeds of the Bonds shall not request or authorize any disbursements be paid for Issuance Costs and such amount shall be paid from the Issuance Costs Account of the Project Fund prior and (ii) an amount equal to not less than 15% of the Completion Date amount of Bond proceeds spent or to be spent for acquisition of the existing building comprising a purpose portion of the Project Facilities shall be disbursed from the Rehabilitation Costs Account of the Project Fund for purposes of paying or function other than to provide solid waste disposal facilities reimbursing qualifying rehabilitation expenditures within the meaning of Section 142(a)(6147(d) of the Code, unless such disbursement would not result in more than 5% of the net proceeds of the Bonds (including those amounts disbursed pursuant to this Section 3.4) being used other than to provide solid waste disposal facilities (treating Issuance Costs so paid as being used other than to provide solid waste disposal facilities), unless in connection with any such disbursement request the Company provides the Trustee with an opinion of Bond Counsel or ruling of the Internal Revenue Service to the effect that such disbursement will not cause the interest on the Bonds to be included in the gross income of the Holders for federal income tax purposes. Receipt of a disbursement request, in the form of the disbursement request attached hereto as Exhibit B, shall be full authorization for the Trustee to make the disbursements requested thereby, and the Trustee shall be entitled to rely without further inquiry on, and shall have no duty to check, verify or investigate, the statements and certifications made therein or included therewith. Any moneys in the Project Fund remaining after the Completion Date and payment, or provision for payment, in full of the Project Costs Costs, at the direction of the Authorized Company Representative Representative, promptly shall be be (ai) used to acquire, construct or install construct, install, equip and improve such additional real and or personal property comprising Air Quality Facilities as defined in the Act for use in connection with the Projects Project as is designated by the Authorized Company Representative and the acquisition, construction, equipmentrenovation, installation and improvement rehabilitation, furnishing or equipping of which will be such as is permitted under the ActAct provided that any such use shall be accompanied by evidence satisfactory to the Trustee that the average reasonably expected economic life of such additional property, together with the other property theretofore acquired with the proceeds of the Bonds, will not be less than 5/6ths of the average maturity of the Bonds or, if such evidence is not presented with the direction, an opinion of nationally recognized bond counsel to the effect that the acquisition of such additional property will not result in the interest on the Bonds becoming included in the gross income of the Holders of Bonds for federal income tax purposes; (bii) used for the purchase of Bonds in the open market for the purpose of cancellation at prices not exceeding the fair full market value thereof plus accrued interest thereon to the date of payment therefor, : (ciii) paid into the Bond Fund to be applied to the payment redemption of Bond Service Charges on the Bonds or the redemption to reimbursement of the Credit Facility Issuer for moneys drawn under the Credit Facility to redeem Bonds, or ; or (div) used for a combination of the foregoing as is provided in that direction or for any other purposes as are or may be permitted under the Act; provided that, in direction. In all such cases, (A) those moneys any payments made pursuant to this paragraph shall be so used or applied made only to the extent that such use or application will not, in the opinion of Bond Counsel nationally recognized bond counsel or under a ruling of the Internal Revenue Service, adversely affect the exclusion of result in the interest on the Bonds from becoming included in the gross income of the Holders thereof and (B) any money remaining in the Project Fund following completion of the Projects shall be invested in accordance with the Code in such manner as not to adversely affect the exclusion of the interest on the Bonds from the gross for federal income of the Holders thereoftax purposes.

Disbursements from the Project Fund. Disbursements from Pursuant to the Indenture, the Issuer authorizes and directs the Trustee upon compliance with Section 6.10 of the Indenture to disburse the moneys in the Project Fund shall be made only to reimburse or pay on behalf of the Company, or any Person designated by the Company, Borrower for the following Project CostsQualified Costs set forth below: (a) Costs incurred directly Payment to the Borrower (or indirectly related persons to the Borrower) of such amounts, if any, as shall be necessary to reimburse the Borrower (or related persons to the Borrower) for advances and payments made by it prior to or after the delivery of the Bonds for expenditures in connection with the acquisition, construction, equipping, installation or improvement preparation of the Projects, including but not limited to those costs incurred plans and specifications for preliminary planning and studies, architectural, legal, engineering and supervisory services, labor, services, materials, acquisition, construction and installation, recording of documents and title work relating to the Project Site(including any preliminary study or planning of such Project or any aspect thereof) and the construction of such Project. (b) Premiums attributable Payment of the initial or acceptance fee of the Trustee, fees of the Trustee and any paying agent incurred during the Construction Period, fees relating to the underwriting or placement of the Bonds, legal, financial and accounting fees and expenses, printing and engraving costs incurred in connection with the authorization, sale and issuance of the Bonds, the execution and filing of the Indenture and the preparation of all other documents in connection therewith, and payment of all fees, costs and expenses for the preparation of this Agreement, the Indenture, the Bonds and all related agreements and instruments. (c) Payment for labor, services, materials and supplies used or furnished in the Project, all as provided in the plans, specifications and work orders therefor, payment for the cost of the construction, acquisition and installation of utility services or other facilities, and acquisition and installation of all real and personal property deemed necessary in connection with such Project and payment for the miscellaneous capitalized expenditures incidental to any of the foregoing items. (d) Payment of the fees, if any, for architectural, engineering, legal, printing, underwriting and supervisory services with respect to the Project. (e) To the extent not paid by a contractor for construction with respect to any part of the Project, payment of the premiums on all insurance required to be taken out and maintained during the Construction Period. (f) Payment of the taxes, assessments and other charges, if any, that may become payable during the Construction Period with respect to the Projects and Project or reimbursement thereof if paid by the premium on each surety bond, if any, required with respect to work on the ProjectsBorrower. (cg) Taxes, assessments, interest on the Bonds and other charges in respect Payment of the Projects that may become due and payable during the Construction Period for the Projects. (d) Costs expenses incurred directly or indirectly in seeking to enforce any remedy against any contractor or subcontractor in respect of any default under any a contract relating to the Projects. (e) Financial, legal, accounting, appraisal, printing and engraving fees, charges and expenses, title insurance premiums, if any, and all other such fees, charges and expenses incurred in connection with the authorization, sale, issuance and delivery of the Bonds and the preparation and delivery of the Agreement, the Indenture and other related documents. (f) Fees and expenses of the Trustee, Authenticating Agent, Paying Agent and Registrar (as such terms are defined in the Indenture), including reasonable counsel fees and expenses, properly incurred under the Indenture that may become due and payable during the Construction Period, including the initial or acceptance fee of the Trustee. (g) Any other incidental and necessary costs including without limitation any expenses, fees and charges relating to the acquisition, construction or installation of the ProjectsProject. (h) Payments made to Interest on the Rebate FundBonds during the Construction Period. (i) Any [Reserved]. (j) Payment of any other expense permissible, capital costs permitted by the Act which will not affect the exemption from federal income taxes of interest on the Bonds. (k) Payment to any lender in repayment of a loan made to the opinion Borrower for any of Bond Counsel, under the Actforegoing purposes. Any disbursements from All moneys remaining in the Project Fund after the Completion Date and after payment or provision for the payment of Project Costs all other items provided for in the preceding subsections (a) to (k), inclusive, of this Section, shall at the direction of the Borrower be used in accordance with Section 3.4 hereof. Each of the payments referred to in this Section shall be made upon receipt by the Trustee only upon the of a written order complying with the form set forth in Section 6.10 of the Indenture signed by the Authorized Company Borrower Representative and the Authorized Village Representative. Each The Trustee shall rely fully on any such written order shall be in the form of the disbursement request attached hereto as Exhibit B and shall be consecutively numbered. In the case of any contract providing for the retention of a portion of the contract price, there shall be paid initially from the Project Fund only the net amount remaining after deduction of any such portion, and when the amount of any such retention is due and payable, then such retention may be paid from the Project Fund. In addition, the Company shall not request or authorize any disbursements from the Project Fund prior to the Completion Date for a purpose or function other than to provide solid waste disposal facilities within the meaning of Section 142(a)(6) of the Code, unless such disbursement would not result in more than 5% of the net proceeds of the Bonds (including those amounts disbursed consent delivered pursuant to this Section 3.4) being used other than and shall not be required to provide solid waste disposal facilities (treating Issuance Costs so paid as being used other than to provide solid waste disposal facilities), unless make any investigation in connection with any such disbursement request the Company provides the Trustee with an opinion of Bond Counsel or ruling therewith. The Borrower agrees that it will cause all of the Internal Revenue Service to the effect that such disbursement will not cause the interest on the Bonds to be included in the gross income of the Holders for federal income tax purposes. Receipt of a disbursement request, in the form of the disbursement request attached hereto as Exhibit B, shall be full authorization for the Trustee to make the disbursements requested thereby, and the Trustee shall be entitled to rely without further inquiry on, and shall have no duty to check, verify or investigate, the statements and certifications made therein or included therewith. Any moneys in the Project Fund remaining after (including any earnings on investment of such moneys) to be disbursed for the Completion Date Qualified Costs and payment, or provision all of such proceeds to be disbursed for payment, in full of the Project Costs at the direction of the Authorized Company Representative promptly shall be (a) used to acquire, construct or install such additional real and personal property comprising Air Quality Facilities as defined in the Act for use in connection with the Projects as is designated costs permitted by the Authorized Company Representative and the acquisition, construction, equipment, installation and improvement Act. The Borrower further covenants that disbursements of which will be such as is permitted under the Act, (b) used for the purchase of Bonds in the open market for the purpose of cancellation at prices not exceeding the fair market value thereof plus accrued interest to the date of payment therefor, (c) paid into the Bond Fund to be applied to the payment of Bond Service Charges on the Bonds or the redemption of the Bonds, or (d) used for a combination of the foregoing as is provided in that direction or for any other purposes as are or may be permitted under the Act; provided that, in all such cases, (A) those moneys shall be so used or applied only to the extent that such use or application will not, in the opinion of Bond Counsel or under a ruling of the Internal Revenue Service, adversely affect the exclusion of the interest on the Bonds from the gross income of the Holders thereof and (B) any money remaining in the Project Fund following completion for payment of issuance costs within the meaning of the Projects shall be invested in accordance with Code (including the Code in such manner as Underwriter's discount under the Bond Purchase Agreement) will not to adversely affect the exclusion exceed 2% of the interest on the Bonds from the gross income face amount of the Holders thereofBonds.

Disbursements from the Project Fund. Disbursements Subject to the provisions below, disbursements from the Project Fund shall be made only to reimburse or pay the CompanyBorrower, or any Person person designated by the CompanyBorrower, for the following Project Costs: (a) Costs incurred directly or indirectly for or in connection with the acquisition, construction, equippingfurnishing, installation equipment or improvement of the ProjectsProject, including but not limited to those costs incurred in respect of the Project for preliminary planning and studies, ; architectural, legal, engineering engineering, accounting, consulting, supervisory and supervisory other services, ; labor, services, services and materials, acquisition, construction ; and installation, recording of documents and title work relating to the Project Sitework. (b) Premiums attributable to all any surety bonds and insurance required to be taken out and maintained during the Construction Period with respect to the Projects Project Site and the premium on each surety bond, if any, required with respect to work on the ProjectsProject Facilities. (c) Taxes, assessments, interest on the Bonds assessments and other governmental charges in respect of the Projects Project that may become due and payable during the Construction Period for the ProjectsPeriod. (d) Costs incurred directly or indirectly in seeking to enforce any remedy against any contractor or subcontractor in respect of any actual or claimed default under any contract relating to the ProjectsProject Facilities. (e) Financial, legal, accounting, appraisal, printing and engraving fees, charges and expenses, title insurance premiums, if any, and all other such fees, charges and expenses incurred in connection with the authorization, sale, issuance and delivery of the Bonds and the preparation and delivery of the AgreementBonds, including, without limitation, the Indenture and other related documents. (f) Fees fees and expenses of the Trustee, Authenticating Agent, Paying Agent Trustee and Registrar (as such terms are defined in the Indenture), including reasonable counsel fees and expenses, any paying agent properly incurred under the Indenture that may become due and payable during the Construction Period, including ; provided that the initial or acceptance fee amount of the Trusteeproceeds of the Bonds used to finance issuance costs shall not exceed 2% of the aggregate face amount of the Bonds within the meaning of Section 147(g) of the Code. (f) Any other costs, expenses, fees and charges properly chargeable to the cost of construction, furnishing, equipment or improvement of the Project. (g) Any other incidental and necessary costs including without limitation any expenses, fees and charges relating to the acquisition, construction or installation Payment of the Projects. (h) Payments made to the Rebate Fund. (i) Any other expense permissible, in the opinion of Bond Counsel, under the Act. Any disbursements from the Project Fund for the payment of Project Costs shall be made by the Trustee only upon the written order of the Authorized Company Representative. Each such written order shall be in the form of the disbursement request attached hereto as Exhibit B and shall be consecutively numbered. In the case of any contract providing for the retention of a portion of the contract price, there shall be paid initially from the Project Fund only the net amount remaining after deduction of any such portion, and when the amount of any such retention is due and payable, then such retention may be paid from the Project Fund. In addition, the Company shall not request or authorize any disbursements from the Project Fund prior to the Completion Date for a purpose or function other than to provide solid waste disposal facilities within the meaning of Section 142(a)(6) of the Code, unless such disbursement would not result in more than 5% of the net proceeds of the Bonds (including those amounts disbursed pursuant to this Section 3.4) being used other than to provide solid waste disposal facilities (treating Issuance Costs so paid as being used other than to provide solid waste disposal facilities), unless in connection with any such disbursement request the Company provides the Trustee with an opinion of Bond Counsel or ruling of the Internal Revenue Service to the effect that such disbursement will not cause the interest on the Bonds or fees for credit enhancement devices applicable to be included in the gross income of the Holders for federal income tax purposes. Receipt of a disbursement request, in the form of the disbursement request attached hereto as Exhibit B, shall be full authorization for the Trustee to make the disbursements requested thereby, and the Trustee shall be entitled to rely without further inquiry on, and shall have no duty to check, verify or investigate, the statements and certifications made therein or included therewith. Any moneys in the Project Fund remaining after the Completion Date and payment, or provision for payment, in full of the Project Costs at the direction of the Authorized Company Representative promptly shall be (a) used to acquire, construct or install such additional real and personal property comprising Air Quality Facilities as defined in the Act for use in connection with the Projects as is designated by the Authorized Company Representative and the acquisition, construction, equipment, installation and improvement of which will be such as is permitted under the Act, (b) used for the purchase of Bonds in the open market for the purpose of cancellation at prices not exceeding the fair market value thereof plus accrued interest to the date of payment therefor, (c) paid into the Bond Fund to be applied to the payment of Bond Service Charges on the Bonds or the redemption of the Bonds, or (d) used for a combination of the foregoing as is provided in that direction or for any other purposes as are or may be permitted under the Act; provided that, in all such cases, (A) those moneys shall be so used or applied only to the extent that such use or application will notfees constitute a reasonable charge for the transfer of credit risk, in during the opinion of Bond Counsel or under a ruling of the Internal Revenue Service, adversely affect the exclusion of the interest on the Bonds from the gross income of the Holders thereof and (B) any money remaining in the Project Fund following completion of the Projects shall be invested in accordance with the Code in such manner as not to adversely affect the exclusion of the interest on the Bonds from the gross income of the Holders thereofConstruction Period.

Disbursements from the Project Fund. Disbursements Subject to the ----------------------------------- provisions below, disbursements from the Project Fund shall be made only to reimburse or pay the Company, or any Person designated by the Company, Borrower for the following Project Costs: (a) Costs incurred directly or indirectly for or in connection with the acquisition, construction, equippinginstallation, installation renovation, equipping or improvement of the ProjectsProject, including but not limited to those costs incurred in respect of the Project for preliminary planning and studies, ; architectural, legal, engineering engineering, accounting, consulting, supervisory and supervisory other services, ; labor, services, services and materials, acquisition, construction ; and installation, recording of documents and title work relating to the Project Sitework. (b) Premiums attributable to all any surety bonds and insurance required to be taken out and maintained during the Construction Period with respect to the Projects and the premium on each surety bond, if any, required with respect to work on the ProjectsProject Facilities. (c) Taxes, assessments, interest on the Bonds assessments and other governmental charges in respect of the Projects Project that may become due and payable during the Construction Period for the ProjectsPeriod. (d) Costs incurred directly or indirectly in seeking to enforce any remedy against any contractor or subcontractor in respect of any actual or claimed default under any contract relating to the ProjectsProject Facilities. (e) Financial, legal, accounting, appraisal, printing and engraving fees, charges and expenses, title insurance premiums, if any, and all other such fees, charges and expenses incurred in connection with the authorization, sale, issuance and delivery of the Bonds Series 1999 Bonds, including, without limitation, the fees and the preparation and delivery expenses of the AgreementIssuer and Issuer's counsel, Bond Counsel, the Indenture and other related documents. (f) Fees fees and expenses of the Trustee, Authenticating Agent, Paying Agent and Registrar (as such terms are defined in the Indenture), including reasonable counsel fees and expenses of the placement agent with respect to the Series 1999 Bonds and the fees and expenses of the Letter of Credit Bank and counsel to the Letter of Credit Bank; provided that any fees and expenses incurred in connection with the issuance of the Series 1999 Bonds and paid with Series 1999 Bond proceeds shall not exceed 2% of the proceeds of the Series 1999 Bonds within the meaning of Section 147(g) of the Code. (f) Any other costs, expenses, fees and charges properly incurred under chargeable to the Indenture that may become due and payable during the Construction Periodcost of acquisition, including the initial construction, installation, renovation, equipping or acceptance fee improvement of the TrusteeProject. (g) Any other incidental and necessary costs including without limitation any expenses, fees and charges relating Interest on the Series 1999 Bonds during the Construction Period to be paid into the acquisition, construction or installation of the Projects. (h) Payments made to the Rebate Bond Fund. (i) Any other expense permissible, in the opinion of Bond Counsel, under the Act. Any disbursements from the Project Fund for the payment of Project Costs shall be made by the Trustee only upon the written order of the Authorized Company RepresentativeBorrower Representative approved by the Letter of Credit Bank. Each such written order shall be substantially in the form of the disbursement request attached hereto as Exhibit B D and shall be consecutively numberednumbered and accompanied by invoices or other appropriate documentation supporting the payments or reimbursements requested. Before the initial disbursement is made, all conditions precedent to such disbursement, if any, set forth in the Letter of Credit Agreement must have been satisfied to the Letter of Credit Bank's satisfaction. Any disbursement for any item not described in, or the cost for which item is other than as described in, the information statements filed by the Issuer in connection with the issuance of the Series 1999 Bonds, shall be accompanied by evidence satisfactory to the Trustee and the Letter of Credit Bank that the average reasonably expected economic life of the facilities being financed by the Series 1999 Bonds is not less than 5/6ths of the average maturity of the Series 1999 Bonds or, if such evidence is not presented with the disbursement or at the request of the Trustee or the Letter of Credit Bank, by an opinion of Bond Counsel to the effect that such disbursement will not result in the interest on the Series 1999 Bonds becoming subject to Federal income taxation. In the case of any contract providing provides for the retention by the Borrower of a portion of the contract price, there shall be paid initially from the Project Fund only the net amount remaining after deduction of any such portion, and only when the that retained amount of any such retention is due and payable, then such retention may it be paid from the Project Fund. In addition, the Company shall not request or authorize any disbursements from the Project Fund prior to the Completion Date for a purpose or function other than to provide solid waste disposal facilities within the meaning of Section 142(a)(6) of the Code, unless such disbursement would not result in more than 5% of the net proceeds of the Bonds (including those amounts disbursed pursuant to this Section 3.4) being used other than to provide solid waste disposal facilities (treating Issuance Costs so paid as being used other than to provide solid waste disposal facilities), unless in connection with any such disbursement request the Company provides the Trustee with an opinion of Bond Counsel or ruling of the Internal Revenue Service to the effect that such disbursement will not cause the interest on the Bonds to be included in the gross income of the Holders for federal income tax purposes. Receipt of a disbursement request, in the form of the disbursement request attached hereto as Exhibit B, shall be full authorization for the Trustee to make the disbursements requested thereby, and the Trustee shall be entitled to rely without further inquiry on, and shall have no duty to check, verify or investigate, the statements and certifications made therein or included therewith. Any moneys in the Project Fund remaining after the Completion Date and payment, or provision for payment, in full of the Project Costs Costs, at the direction of the Authorized Company Borrower Representative with the Letter of Credit Bank's prior written consent, promptly shall be be (ai) used to reimburse the Letter of Credit Bank for draws on the Letter of Credit to redeem Series 1999 Bonds, (ii) used to acquire, construct or install construct, install, equip and improve such additional real and or personal property comprising Air Quality Facilities as defined in the Act for use in connection with the Projects Project as is designated by the Authorized Company Borrower Representative and approved by the Letter of Credit Bank and the acquisition, construction, equipmentinstallation, installation renovation, equipping and improvement of which will be such as is permitted under the Act, provided that any such use shall be accompanied by evidence satisfactory to the Trustee that the average reasonably expected economic life of such additional property, together with the other property theretofore acquired with the proceeds of the Series 1999 Bonds, will not be less than 5/6ths of the average maturity of the Series 1999 Bonds or, if such evidence is not presented with the direction, then an opinion of Bond Counsel to the effect that the acquisition of such additional property will not result in the interest on the Series 1999 Bonds becoming included in gross income for federal income tax purposes; (biii) used for the purchase of Series 1999 Bonds in the open market for the purpose of cancellation at prices not exceeding the fair market value thereof plus accrued interest to the date of payment therefor, cancellation; or (c) paid into the Bond Fund to be applied to the payment of Bond Service Charges on the Bonds or the redemption of the Bonds, or (div) used for to accomplish a combination of the foregoing as is provided in that direction or for any other purposes as are or may be permitted under the Act; provided that, in all such cases, (A) those moneys direction. Any payments made pursuant to this paragraph shall be so used or applied made only to the extent that such use or application will not, in the opinion of Bond Counsel or under a ruling rulings of the Internal Revenue Service, adversely affect the exclusion of result in the interest on the Segregated Series 1999 Bonds from the becoming included in gross income of the Holders thereof and (B) any money remaining in the Project Fund following completion of the Projects shall be invested in accordance with the Code in such manner as not to adversely affect the exclusion of the interest on the Bonds from the gross for federal income of the Holders thereoftax purposes.

Disbursements from the Project Fund. Disbursements Subject to the provisions below and so long as no Event of Default hereunder has occurred and is continuing for which the principal amount of the Bonds has been declared to be immediately due and payable pursuant to Section 7.2 hereof and Section 6.03 of the Indenture, and no Determination of Taxability has occurred, disbursements from the Project Fund shall be made only to reimburse or pay the Company, or any Person designated by the Company, for of the following Project Costs: (a) Costs incurred directly or indirectly for or in connection with the acquisition, constructionrehabilitation, equipping, installation or improvement and equipping of the ProjectsProject, including but not limited to those costs incurred in respect of the Project for preliminary planning and studies, ; architectural, legal, engineering engineering, accounting, consulting, supervisory and supervisory other services, ; labor, services, services and materials, acquisition, construction ; and installation, recording of documents and title work relating to the Project Sitework. (b) Premiums attributable to all any surety bonds and insurance required to be taken out and maintained during the Construction Period construction period with respect to the Projects and the premium on each surety bond, if any, required with respect to work on the ProjectsProject. (c) Taxes, assessments, interest on the Bonds assessments and other governmental charges in respect of the Projects Project that may become due and payable during the Construction Period for the Projects.construction period. OHSUSA:763099292.5 (d) Costs incurred directly or indirectly in seeking to enforce any remedy against any contractor or subcontractor in respect of any actual or claimed default under any contract relating to the ProjectsProject. (e) FinancialSubject to the limitations set forth in the Tax Certificate, Costs of Issuance of the Bonds, including, financial, legal, accounting, appraisal, printing and engraving fees, charges and expenses, title insurance premiums, if any, and all other such fees, charges and expenses incurred in connection with the authorization, sale, issuance and delivery of the Bonds and the preparation and delivery of the AgreementBonds, including, without limitation, the Indenture and other related documents. (f) Fees fees and expenses of the Trustee, Authenticating Agent, Paying Agent and Registrar (as such terms are defined in the Indenture), including reasonable counsel fees and expenses, Trustee properly incurred under the Indenture that may become due and payable during the Construction Periodconstruction period. (f) Any other costs, including expenses, fees and charges properly chargeable to the initial or acceptance fee cost of acquisition, rehabilitation, improvement and equipping of the TrusteeProject. (g) Any other incidental and necessary costs including without limitation any expenses, fees and charges relating to the acquisition, construction or installation Payment of the Projects. (h) Payments made to the Rebate Fund. (i) Any other expense permissible, in the opinion of Bond Counsel, under the Act. Any disbursements from the Project Fund for the payment of Project Costs shall be made by the Trustee only upon the written order of the Authorized Company Representative. Each such written order shall be in the form of the disbursement request attached hereto as Exhibit B and shall be consecutively numbered. In the case of any contract providing for the retention of a portion of the contract price, there shall be paid initially from the Project Fund only the net amount remaining after deduction of any such portion, and when the amount of any such retention is due and payable, then such retention may be paid from the Project Fund. In addition, the Company shall not request or authorize any disbursements from the Project Fund prior to the Completion Date for a purpose or function other than to provide solid waste disposal facilities within the meaning of Section 142(a)(6) of the Code, unless such disbursement would not result in more than 5% of the net proceeds of the Bonds (including those amounts disbursed pursuant to this Section 3.4) being used other than to provide solid waste disposal facilities (treating Issuance Costs so paid as being used other than to provide solid waste disposal facilities), unless in connection with any such disbursement request the Company provides the Trustee with an opinion of Bond Counsel or ruling of the Internal Revenue Service to the effect that such disbursement will not cause the interest on the Bonds to be included in during the gross income of the Holders for federal income tax purposes. Receipt of a disbursement request, in the form of the disbursement request attached hereto as Exhibit B, shall be full authorization for the Trustee to make the disbursements requested thereby, and the Trustee shall be entitled to rely without further inquiry on, and shall have no duty to check, verify or investigate, the statements and certifications made therein or included therewith. Any moneys in the Project Fund remaining after the Completion Date and payment, or provision for payment, in full of the Project Costs at the direction of the Authorized Company Representative promptly shall be (a) used to acquire, construct or install such additional real and personal property comprising Air Quality Facilities as defined in the Act for use in connection with the Projects as is designated by the Authorized Company Representative and the acquisition, construction, equipment, installation and improvement of which will be such as is permitted under the Act, (b) used for the purchase of Bonds in the open market for the purpose of cancellation at prices not exceeding the fair market value thereof plus accrued interest to the date of payment therefor, (c) paid into the Bond Fund to be applied to the payment of Bond Service Charges on the Bonds or the redemption of the Bonds, or (d) used for a combination of the foregoing as is provided in that direction or for any other purposes as are or may be permitted under the Act; provided that, in all such cases, (A) those moneys shall be so used or applied only to the extent that such use or application will not, in the opinion of Bond Counsel or under a ruling of the Internal Revenue Service, adversely affect the exclusion of the interest on the Bonds from the gross income of the Holders thereof and (B) any money remaining in the Project Fund following completion of the Projects shall be invested in accordance with the Code in such manner as not to adversely affect the exclusion of the interest on the Bonds from the gross income of the Holders thereofconstruction period.

Disbursements from the Project Fund. Disbursements from The Issuer has, in the Indenture, authorized and directed the Trustee to use the moneys in the Project Fund for the disbursements required by the provisions of this Agreement. Such disbursements shall be made only to pay, or, to the extent the Borrower shall have paid, to reimburse or pay the Company, or any Person designated by the CompanyBorrower, for the following Project Costsfollowing: (a) Costs incurred directly or indirectly for or in connection with the acquisition, construction, equipping, installation construction or improvement equipping of the Projects, Project including but not limited to those costs incurred for any feasibility study, preliminary planning and studies, architectural, legal, engineering and supervisory services, labor, services, materials, acquisitiongrading, construction construction, and equipment acquisition and installation, recording of documents and title work relating including interest on the Bonds during the Construction Period to the Project Siteextent that such interest qualifies as or may be treated as “construction period interest” as defined in the Code. (b) Premiums attributable to all insurance required to be taken out and maintained during the Construction Period with respect to the Projects and Project, the premium on each surety bond, if any, required with respect to work on the Projects. (c) TaxesProject, assessmentsand taxes, interest on the Bonds assessments and other charges in respect of the Projects Project, that may become due and payable during the Construction Period for the ProjectsPeriod. (dc) Costs incurred directly or indirectly in seeking to enforce any remedy against any contractor or subcontractor in respect of any default under any contract relating to the ProjectsProject. (ed) Financial, legal, accounting, appraisal, printing and engraving fees, charges and expenses, title insurance premiums, if any, and all other such fees, charges and expenses incurred in connection with the authorization, sale, issuance and delivery of the Bonds and the preparation and delivery of the this Agreement, the Indenture Indenture, the Mortgage and other related documents. (fe) Fees and expenses of the Trustee, Authenticating Agent, Paying Agent Trustee and Registrar (as such terms are defined in the Indenture), including reasonable counsel fees and expenses, of any paying agent properly incurred under the Indenture that may become due and payable during the Construction Period, including and the initial or acceptance fee of the Trustee. (gf) Any other incidental and necessary costs including without limitation any expenses, fees and charges charges, relating to the acquisition, construction or installation equipping of the Projects. (h) Payments made Project, including deposits to the Rebate Fund. (i) Any other expense permissible, Reimbursement Account in the opinion of Bond Counsel, under the Act. Any disbursements from the Project Fund for the payment purpose of Project Costs reimbursing the Bank for draws under the Letter of Credit to pay interest during the Construction Period; provided, that nothing in this Agreement permits, or shall be made by construed to permit, the Trustee only upon the written order of the Authorized Company Representative. Each such written order shall be in the form of the disbursement request attached hereto as Exhibit B and shall be consecutively numbered. In the case expenditure of any contract providing for the retention of a portion of the contract price, there shall be paid initially from the Project Fund only the net amount remaining after deduction of any such portion, and when the amount of any such retention is due and payable, then such retention may be paid from the Project Fund. In addition, the Company shall not request or authorize any disbursements from the Project Fund prior to the Completion Date for a purpose or function other than to provide solid waste disposal facilities within the meaning of Section 142(a)(6) of the Code, unless such disbursement would not result in more than 5% of the net proceeds of the Bonds (including those amounts disbursed pursuant to this Section 3.4) being used other than to provide solid waste disposal facilities (treating Issuance Costs so paid as being used other than to provide solid waste disposal facilities), unless in connection with any such disbursement request the Company provides the Trustee with an opinion of Bond Counsel or ruling of the Internal Revenue Service to the effect that such disbursement will not cause the interest on the Bonds to be included in the gross income of the Holders for federal income tax purposes. Receipt of a disbursement request, in the form of the disbursement request attached hereto as Exhibit B, shall be full authorization for the Trustee to make the disbursements requested thereby, and the Trustee shall be entitled to rely without further inquiry on, and shall have no duty to check, verify or investigate, the statements and certifications made therein or included therewith. Any moneys in the Project Fund for, or in reimbursement of payments made for, the acquisition of raw materials or supplies (other than raw materials or supplies used in connection with the installation of the Project), inventory, or accounts receivable, or for provision of working capital, including the payment of any principal or interest on any other secured or unsecured indebtedness incurred by the Borrower in connection with the Project, and no such expenditure shall be made from the Project Fund. (g) All moneys in the Project Fund (including moneys earned thereon by investment thereof) remaining after the Completion Date and payment, or provision for payment, in full of the Project Costs costs provided for in the preceding subsections of this Section, then due and payable, shall promptly be deposited in a subaccount (“Subaccount”) of the Reimbursement Account in the Bond Fund and, at the direction of the Authorized Company Representative promptly shall be (a) Borrower Representative, used to acquire, construct (i) reimburse the Bank for draws on the Letter of Credit to redeem Bonds (if such Bonds are subject to redemption under applicable provisions hereof or install such additional real and personal property comprising Air Quality Facilities as defined in of the Act for use in connection with the Projects as is designated by the Authorized Company Representative and the acquisition, construction, equipment, installation and improvement of which will be such as is permitted under the Act, Indenture) or (bii) used for the purchase of Bonds in the open market for the purpose of cancellation at prices not exceeding the fair market value thereof par plus accrued interest thereon to the date of payment therefor, (cor(iii) paid into the Bond Fund to be applied to the payment of Bond Service Charges on the Bonds or the redemption of the Bonds, or (d) used for a combination of the foregoing as is provided in that direction or for any other purposes as are or may be permitted under the Actforegoing; provided thatthat amounts approved by the Authorized Borrower Representative and the Bank shall be retained by the Trustee in the Project Fund for payment of such costs not then due and payable, in and any balance remaining of such retained funds after full payment of all such casescosts shall be used in the manner specified and in the priorities set forth in clauses (i), (Aii) those moneys shall be so used or applied only to the extent that such use or application will not, in the opinion of Bond Counsel or under a ruling of the Internal Revenue Service, adversely affect the exclusion of the interest on the Bonds from the gross income of the Holders thereof and (Biii) any money of this subsection; and further provided, that if such moneys remaining in the Project Fund following completion prior to application in the manner specified in clauses (i), (ii) and (iii) of this subsection exceed 10% of the Projects aggregate principal amount of the Project Bonds after subtracting the total of the costs of the issuance, sale and delivery of the Project Bonds, paid out of Bond proceeds, then the amount by which such moneys remaining in the Project Fund exceeds the amount specified above shall only be applied by the Borrower as set forth in clause (i) above to redeem or retire Bonds, or a portion thereof at the earlier of their next redemption date or date of maturity and pending such application such amount shall be invested held in accordance with escrow in the Code Subaccount in the Reimbursement Account in the Bond Fund and the yield on such manner as escrowed amount shall not to adversely affect exceed the exclusion of the interest yield on the Bonds from the gross income Bonds, and provided further that with regard to such redemption or retirement of the Holders thereofBonds, such excess shall not be applied to any premium which is paid for such Bonds.

Disbursements from the Project Fund. Disbursements from the Project Fund shall be made only to reimburse or pay the Company, or any Person designated by the Company, for the following Project Costs: (a) Costs incurred directly or indirectly for or in connection with the acquisition, construction, equipping, installation or improvement of the ProjectsProject, including but not limited to those costs incurred for preliminary planning and studies, architectural, legal, engineering and supervisory services, labor, services, materials, acquisition, construction and installation, recording of documents and title work relating to the Project Site. (b) Premiums attributable to all insurance required to be taken out and maintained during the Construction Period with respect to the Projects Project and the premium on each surety bond, if any, required with respect to work on the ProjectsProject. (c) Taxes, assessments, interest on the Bonds assessments and other charges in respect of the Projects Project that may become due and payable during the Construction Period for the ProjectsProject. (d) Costs incurred directly or indirectly in seeking to enforce any remedy against any contractor or subcontractor in respect of any default under any contract relating to the ProjectsProject. (e) Financial, legal, accounting, appraisal, printing and engraving fees, charges and expenses, title insurance premiums, if any, and all other such fees, charges and expenses incurred in connection with the authorization, sale, issuance and delivery of the Bonds and the preparation and delivery of the Agreement, the Indenture and other related documents. (f) Fees and expenses of the Trustee, Authenticating Agent, Paying Agent and Registrar (as such terms are defined in the Indenture), including reasonable counsel fees and expenses, properly incurred under the Indenture that may become due and payable during the Construction Period, including the initial or acceptance fee of the Trustee. (g) Any other incidental and necessary costs including without limitation any expenses, fees and charges relating to the acquisition, construction or installation of the ProjectsProject. (h) Payments made to the Rebate Fund. (i) Any other expense permissible, in the opinion of Bond Counsel, under the Act. Any disbursements from the Project Fund for the payment of Project Costs shall be made by the Trustee only upon the written order of the Authorized Company Representative. Each such written order shall be in the form of the disbursement request attached hereto as Exhibit B and shall be consecutively numbered. In the case of any contract providing for the retention of a portion of the contract price, there shall be paid initially from the Project Fund only the net amount remaining after deduction of any such portion, and when the amount of any such retention is due and payable, then such retention may be paid from the Project Fund. In addition, the Company shall not request or authorize any disbursements from the Project Fund prior to the Completion Date for a purpose or function other than to provide solid waste disposal facilities within the meaning of Section 142(a)(6) of the Code, unless such disbursement would not result in more than 5% of the net proceeds of the Bonds (including those amounts disbursed pursuant to this Section 3.4) being used other than to provide solid waste disposal facilities (treating Issuance Costs issuance costs so paid as being used other than to provide solid waste disposal facilities), unless in connection with any such disbursement request the Company provides the Trustee with an opinion of Bond Counsel or ruling of the Internal Revenue Service to the effect that such disbursement will not cause the interest on the Bonds to be included in the gross income of the Holders for federal income tax purposes. Receipt of a disbursement request, in the form of the disbursement request attached hereto as Exhibit B, shall be full authorization for the Trustee to make the disbursements requested thereby, and the Trustee shall be entitled to rely without further inquiry on, and shall have no duty to check, verify or investigate, the statements and certifications made therein or included therewith. Any moneys in the Project Fund remaining after the Completion Date and payment, or provision for payment, in full of the Project Costs at the direction of the Authorized Company Representative promptly shall be (a) used to acquire, construct or install such additional real and personal property comprising Air Quality Facilities as defined in the Act for use in connection with the Projects Project as is designated by the Authorized Company Representative and the acquisition, construction, equipment, installation and improvement of which will be such as is permitted under the Act, (b) used for the purchase of Bonds in the open market for the purpose of cancellation at prices not exceeding the fair market value thereof plus accrued interest to the date of payment therefor, (c) paid into the Bond Fund to be applied to the payment of Bond Service Charges on the Bonds or the redemption of the Bonds, or (d) used for a combination of the foregoing as is provided in that direction or for any other purposes as are or may be permitted under the Act; provided that, in all such cases, (A) those moneys shall be so used or applied only to the extent that such use or application will not, in the opinion of Bond Counsel or under a ruling of the Internal Revenue Service, adversely affect the exclusion of the interest on the Bonds from the gross income of the Holders thereof and (B) any money remaining in the Project Fund following completion of the Projects Project shall be invested in accordance with the Code in such manner as not to adversely affect the exclusion of the interest on the Bonds from the gross income of the Holders thereof.

Disbursements from the Project Fund. Disbursements (a) Subject to the provisions below, disbursements from the Project Fund shall be made only to reimburse or pay the Company, or any Person person designated by the Company, for the following Project Costs: (a1) Costs incurred directly or indirectly for or in connection with the acquisition, construction, equippinginstallation, installation equipment or improvement of the ProjectsProject, including but not limited to those costs incurred in respect of the Project for preliminary planning and studies, ; architectural, legal, engineering engineering, accounting, consulting, supervisory and supervisory other services, ; labor, services, services and materials, acquisition, construction ; permit fees; and installation, recording of documents and title work relating and acquisition of land. There shall be an initial disbursement from the Project Fund to the Company in the approximate amount of $ in order to reimburse the Company for expenses incurred in connection with the Project Sitefrom and after August 22, 2004. This disbursement shall take place immediately upon closing. (b2) Premiums attributable to all any surety bonds and insurance required to be taken out and maintained during the Construction Period with respect to the Projects Project Site and the premium on each surety bond, if any, required with respect to work on the ProjectsProject Facilities. (c3) Taxes, assessments, interest on the Bonds assessments and other governmental charges in respect of the Projects Project that may become due and payable during the Construction Period for the ProjectsPeriod. (d4) Costs incurred directly or indirectly in seeking to enforce any remedy against any contractor or subcontractor in respect of any actual or claimed default under any contract relating to the ProjectsProject Facilities. (e5) Financial, legal, accounting, appraisal, printing and engraving fees, charges and expenses, title insurance premiums, if any, and all other such fees, charges and expenses incurred in connection with the authorization, sale, issuance issuance, delivery and delivery remarketing of the Bonds and the preparation and delivery of the AgreementBonds, including, without limitation, the Indenture and other related documents. (f) Fees fees and expenses of the Trustee, Authenticating Agent, Paying Agent Trustee and Registrar (as such terms are defined in the Indenture), including reasonable counsel fees and expenses, any paying agent properly incurred under the Indenture that may become due and payable during the Construction Period, including ; provided that the initial or acceptance fee costs of issuance of the Trustee.Bonds financed by the Bonds shall not exceed 2% of the aggregate face amount of the Bonds within the meaning of Section 147(g) of the Code and all such costs in excess of such 2% limit shall be paid from funds deposited by the Company in the Cost of Issuance Account of the Project Fund in the amounts set forth on Exhibit B to the Trust Indenture upon receipt of an invoice from the payee (g6) Any other incidental and necessary costs including without limitation any costs, expenses, fees and charges relating properly chargeable to the acquisitioncost of construction, construction installation, equipment or installation improvement of the ProjectsProject. (h7) Payment of interest on the Bonds during the Construction Period. (8) Payments made to the Rebate Fund. (ib) Any other expense permissible, in the opinion of Bond Counsel, under the Act. Any disbursements from the Project Fund for the payment of Project Costs shall be made by the Trustee only upon the written order of the Authorized Company Representative. Each such written order shall be in substantially the form of the disbursement request attached hereto as Exhibit B D and shall be consecutively numbered. In numbered and accompanied by invoices or other appropriate documentation supporting the case of payments or reimbursements requested. (c) Any disbursement for any contract providing item not described in, or the cost for which item is other than as described in, the retention of a portion information statement filed by the Issuer in connection with the issuance of the contract price, there shall be paid initially from the Project Fund only the net amount remaining after deduction of any such portion, and when the amount of any such retention is due and payable, then such retention may be paid from the Project Fund. In addition, the Company shall not request or authorize any disbursements from the Project Fund prior to the Completion Date for a purpose or function other than to provide solid waste disposal facilities within the meaning of Bonds as required by Section 142(a)(6149(e) of the CodeCode and referred to in Section 2.2 hereof, unless such disbursement would not result in more than 5% shall be accompanied by evidence satisfactory that the average reasonably expected economic life of the net proceeds facilities being financed by the Bonds is not less than 5/6ths of the average maturity of the Bonds (including those amounts disbursed pursuant to this Section 3.4) being used other than to provide solid waste disposal facilities (treating Issuance Costs so paid as being used other than to provide solid waste disposal facilities)or, unless in connection if such evidence is not presented with any such the disbursement request the Company provides the Trustee with or, by an opinion of Bond Counsel or ruling of the Internal Revenue Service to the effect that such disbursement will not cause the interest on the Bonds to be included in the gross income of the Holders for federal income tax purposes. Receipt , as contemplated by the Form of Distribution Request in Exhibit D. (d) In case any contract provides for the retention by the Company of a disbursement request, in the form portion of the disbursement request attached hereto as Exhibit Bcontract price, there shall be full authorization for paid from the Trustee to make Project Fund only the disbursements requested therebynet amount remaining after deduction of any such portion, and only when that retained amount is due and payable, may it be paid from the Trustee shall be entitled to rely without further inquiry on, and shall have no duty to check, verify or investigate, the statements and certifications made therein or included therewith. Project Fund. (e) Any moneys in the Project Fund remaining after the Completion Date and payment, or provision for payment, in full of the Project Costs Costs, at the direction of the Authorized Company Representative Representative, promptly shall be be (a1) used to acquire, construct or install construct, install, equip and improve such additional real and or personal property comprising Air Quality Facilities as defined in the Act for use in connection with the Projects Project which shall constitute part of the Project as is designated by the Authorized Company Representative and the acquisition, construction, equipmentinstallation, installation equipment and improvement of which will be such as is permitted under the Act, provided that any such use shall be accompanied by evidence satisfactory to the Holder that the average reasonably expected economic life of such additional property, together with the other property theretofore acquired with the proceeds of the Bonds, will not be less than 5/6ths of the average maturity of the Bonds or, if such evidence is not presented with the direction, an opinion of Bond Counsel to the effect that the acquisition of such additional property will not cause the interest on the Bonds to be included in the gross income of the Holders for federal income tax purposes; (b2) used for the purchase of Bonds in the open market for the purpose of cancellation at prices not exceeding the fair full market value thereof plus accrued interest thereon to the date of payment therefor, ; (c3) paid into the Bond Fund to be applied to the redemption or payment of Bond Service Charges on the Bonds or the redemption of the Bonds, or ; or (d4) used for a combination of the foregoing as is provided in that direction or for any other purposes as are or may be permitted under the Act; provided that, in direction. In all such cases, any payments made pursuant to this subparagraph (Ae) those moneys shall be so used or applied made only to the extent that such use or application will not, in the opinion of Bond Counsel or under a ruling of the Internal Revenue Service, adversely affect the exclusion of cause the interest on the Bonds from to be included in the gross income of the Holders thereof and (B) any money remaining in the Project Fund following completion of the Projects shall be invested in accordance with the Code in such manner as not to adversely affect the exclusion of the interest on the Bonds from the gross for federal income of the Holders thereoftax purposes.

Disbursements from the Project Fund. Disbursements (a) Subject to the provisions below, disbursements from the Project Fund shall be made only to reimburse or pay the Company, or any Person person designated by the Company, for the following Project Costs: (ai) Costs incurred directly or indirectly for or in connection with the acquisition, construction, equippinginstallation, installation equipment or improvement of the ProjectsSeries 2007 Project, including but not limited to those costs incurred in respect of the Series 2007 Project for preliminary planning and studies, ; architectural, legal, engineering engineering, accounting, consulting, supervisory and supervisory other services, ; labor, services, services and materials, acquisition, construction ; permit fees; and installation, recording of documents and title work relating and acquisition of land. There shall be an initial disbursement from the Project Fund to the Company in the approximate amount of $47,148,650 in order to reimburse the Company for expenses incurred in connection with the Series 2007 Project Sitefrom and after October 8, 2006. This disbursement shall take place immediately upon closing. (bii) Premiums attributable to all any surety bonds and insurance required to be taken out and maintained during the Construction Period with respect to the Projects Project Site and the premium on each surety bond, if any, required with respect to work on the ProjectsProject Facilities. (ciii) Taxes, assessments, interest on the Bonds assessments and other governmental charges in respect of the Projects Series 2007 Project that may become due and payable during the Construction Period for the ProjectsPeriod. (div) Costs incurred directly or indirectly in seeking to enforce any remedy against any contractor or subcontractor in respect of any actual or claimed default under any contract relating to the ProjectsProject Facilities. (ev) Financial, legal, accounting, appraisal, printing and engraving fees, charges and expenses, title insurance premiums, if any, and all other such fees, charges and expenses incurred in connection with the authorization, sale, issuance issuance, and delivery of the Bonds and the preparation and delivery of the AgreementSeries 2007 Bonds, including, without limitation, the Indenture and other related documents. (f) Fees fees and expenses of the Trustee, Authenticating Agent, Paying Agent Trustee and Registrar (as such terms are defined in the Indenture), including reasonable counsel fees and expenses, any paying agent properly incurred under the Indenture that may become due and payable during the Construction Period, including ; provided that the initial or acceptance fee costs of issuance of the Trustee.Series 2007 Bonds financed by the Series 2007 Bonds shall not exceed 2% of the aggregate face amount of the Series 2007 Bonds within the meaning of Section 147(g) of the Code and all such costs in excess of such 2% limit shall be paid from funds deposited into the Cost of Issuance Account of the Project Fund in the amounts set forth on Exhibit D hereto upon receipt of an invoice from the payee (gvi) Any other incidental and necessary costs including without limitation any costs, expenses, fees and charges relating properly chargeable to the acquisitioncost of construction, construction installation, equipment or installation improvement of the ProjectsSeries 2007 Project. (hvii) Payment of interest on the Series 2007 Bonds during the Construction Period. (viii) Payments made to the Rebate Fund. (ib) Any other expense permissible, in the opinion of Bond Counsel, under the Act. Any disbursements from the Project Fund for the payment of Project Costs shall be made by the Trustee only upon the written order of the Authorized Company Representative. Each such written order shall be in substantially the form of the disbursement request attached hereto as Exhibit B E and shall be consecutively numbered. numbered and accompanied by invoices or other appropriate documentation supporting the payments or reimbursements requested. (c) 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 issuance of the Series 2007 Bonds as required by Section 149(e) of the Code and referred to in Section 2.2 hereof, shall be accompanied by evidence satisfactory that the average reasonably expected economic life of the facilities being financed by the Series 2007 Bonds is not less than 5/6ths of the average maturity of the Series 2007 Bonds or, if such evidence is not presented with the disbursement or, by an opinion of Bond Counsel to the effect that such disbursement will not cause the interest on the Series 2007 Bonds to be included in the gross income of the Holders for federal income tax purposes. (d) In the case of any contract providing provides for the retention by the Company of a portion of the contract price, there shall be paid initially from the Project Fund only the net amount remaining after deduction of any such portion, and only when the that retained amount of any such retention is due and payable, then such retention may it be paid from the Project Fund. In addition, the Company shall not request or authorize any disbursements from the Project Fund prior to the Completion Date for a purpose or function other than to provide solid waste disposal facilities within the meaning of Section 142(a)(6. (e) of the Code, unless such disbursement would not result in more than 5% of the net proceeds of the Bonds (including those amounts disbursed pursuant to this Section 3.4) being used other than to provide solid waste disposal facilities (treating Issuance Costs so paid as being used other than to provide solid waste disposal facilities), unless in connection with any such disbursement request the Company provides the Trustee with an opinion of Bond Counsel or ruling of the Internal Revenue Service to the effect that such disbursement will not cause the interest on the Bonds to be included in the gross income of the Holders for federal income tax purposes. Receipt of a disbursement request, in the form of the disbursement request attached hereto as Exhibit B, shall be full authorization for the Trustee to make the disbursements requested thereby, and the Trustee shall be entitled to rely without further inquiry on, and shall have no duty to check, verify or investigate, the statements and certifications made therein or included therewith. Any moneys in the Project Fund remaining after the Completion Date and payment, or provision for payment, in full of the Project Costs Costs, at the direction of the Authorized Company Representative Representative, promptly shall be (ai) used to acquire, construct or install construct, install, equip and improve such additional real and or personal property comprising Air Quality Facilities as defined in the Act for use in connection with the Projects Series 2007 Project which shall constitute part of the Series 2007 Project as is designated by the Authorized Company Representative and the acquisition, construction, equipmentinstallation, installation equipment and improvement of which will be such as is permitted under the Act, (b) used for the purchase of Bonds in the open market for the purpose of cancellation at prices not exceeding the fair market value thereof plus accrued interest provided that any such use shall be accompanied by evidence satisfactory to the date Holder that the average reasonably expected economic life of payment thereforsuch additional property, (c) paid into together with the Bond Fund to be applied to other property theretofore acquired with the payment of Bond Service Charges on the Bonds or the redemption proceeds of the Series 2007 Bonds, or (d) used for a combination will not be less than 5/6ths of the foregoing as average maturity of the Series 2007 Bonds or, if such evidence is provided in that direction or for any other purposes as are or may be permitted under not presented with the Act; provided thatdirection, in all such cases, (A) those moneys shall be so used or applied only to the extent that such use or application will not, in the an opinion of Bond Counsel or under a ruling to the effect that the acquisition of the Internal Revenue Service, adversely affect the exclusion of such additional property will not cause the interest on the Series 2007 Bonds from to be included in the gross income of the Holders thereof and (B) any money remaining in the Project Fund following completion of the Projects shall be invested in accordance with the Code in such manner as not to adversely affect the exclusion of the interest on the Bonds from the gross for federal income of the Holders thereof.tax purposes;

Disbursements from the Project Fund. Disbursements Subject to the provisions below, disbursements from the Project Fund shall be made only to reimburse or pay the Company, or any Person designated by the Company, for the following Project Costs: (a) Costs incurred directly indirectly or indirectly for or in connection with the expansion, acquisition, construction, equippinginstallation, installation equipment or improvement of the ProjectsProject, including but not limited to those costs incurred in respect of the Project for preliminary planning and studies, ; architectural, legal, engineering engineering, accounting, consulting, supervisory and supervisory other services, ; labor, services, services and materials, acquisition, construction ; and installation, recording of documents and title work relating to the Project Sitework. (b) Premiums attributable to all any surety bonds and insurance required to be taken out and maintained during the Construction Period with respect to the Projects Project Site and the premium on each surety bond, if any, required with respect to work on the ProjectsProject Facilities. (c) Taxes, assessments, interest on the Bonds assessments and other governmental charges in respect of the Projects Project that may accrue or become due and payable during the Construction Period for the ProjectsPeriod. (d) Costs incurred directly or indirectly in seeking to enforce any remedy against any contractor or subcontractor in respect of any actual or claimed default under any contract relating to the ProjectsProject Facilities. (e) Financial, legal, accounting, appraisal, printing and engraving fees, charges and expenses, title insurance premiums, if any, and all other such fees, charges and expenses incurred in connection with the authorization, sale, issuance and delivery of the Bonds and the preparation and delivery of the AgreementProject Bonds, including, without limitation, the Indenture and other related documents. (f) Fees fees and expenses of the Trustee, Authenticating Agent, Paying Agent Trustee and Registrar (as such terms are defined in the Indenture), including reasonable counsel fees and expenses, any paying agent properly incurred under the Indenture that may become due and payable during the Construction Period, including ; provided that the initial or acceptance fee amount of the Trusteeproceeds of the Project Bonds used to finance issuance costs shall not exceed 2% of the aggregate face amount of the Project Bonds within the meaning of Section 147(g) of the Code. (f) Any other costs, expenses, fees and charges properly chargeable to the cost of expansion, acquisition, construction, installation, equipment or improvement of the Project. (g) Any other incidental and necessary costs including without limitation any expenses, fees and charges relating to the acquisition, construction or installation Payment of the Projects. (h) Payments made to the Rebate Fund. (i) Any other expense permissible, in the opinion of Bond Counsel, under the Act. Any disbursements from the Project Fund for the payment of Project Costs shall be made by the Trustee only upon the written order of the Authorized Company Representative. Each such written order shall be in the form of the disbursement request attached hereto as Exhibit B and shall be consecutively numbered. In the case of any contract providing for the retention of a portion of the contract price, there shall be paid initially from the Project Fund only the net amount remaining after deduction of any such portion, and when the amount of any such retention is due and payable, then such retention may be paid from the Project Fund. In addition, the Company shall not request or authorize any disbursements from the Project Fund prior to the Completion Date for a purpose or function other than to provide solid waste disposal facilities within the meaning of Section 142(a)(6) of the Code, unless such disbursement would not result in more than 5% of the net proceeds of the Bonds (including those amounts disbursed pursuant to this Section 3.4) being used other than to provide solid waste disposal facilities (treating Issuance Costs so paid as being used other than to provide solid waste disposal facilities), unless in connection with any such disbursement request the Company provides the Trustee with an opinion of Bond Counsel or ruling of the Internal Revenue Service to the effect that such disbursement will not cause the interest on the Project Bonds or fees for credit enhancement devices applicable to be included in the gross income of the Holders for federal income tax purposes. Receipt of a disbursement request, in the form of the disbursement request attached hereto as Exhibit B, shall be full authorization for the Trustee to make the disbursements requested thereby, and the Trustee shall be entitled to rely without further inquiry on, and shall have no duty to check, verify or investigate, the statements and certifications made therein or included therewith. Any moneys in the Project Fund remaining after the Completion Date and payment, or provision for payment, in full of the Project Costs at the direction of the Authorized Company Representative promptly shall be (a) used to acquire, construct or install such additional real and personal property comprising Air Quality Facilities as defined in the Act for use in connection with the Projects as is designated by the Authorized Company Representative and the acquisition, construction, equipment, installation and improvement of which will be such as is permitted under the Act, (b) used for the purchase of Bonds in the open market for the purpose of cancellation at prices not exceeding the fair market value thereof plus accrued interest to the date of payment therefor, (c) paid into the Bond Fund to be applied to the payment of Bond Service Charges on the Bonds or the redemption of the Bonds, or (d) used for a combination of the foregoing as is provided in that direction or for any other purposes as are or may be permitted under the Act; provided that, in all such cases, (A) those moneys shall be so used or applied only to the extent that such use or application will notfees constitute a reasonable charge for the transfer of credit risk, in during the opinion of Bond Counsel or under a ruling of the Internal Revenue Service, adversely affect the exclusion of the interest on the Bonds from the gross income of the Holders thereof and (B) any money remaining in the Project Fund following completion of the Projects shall be invested in accordance with the Code in such manner as not to adversely affect the exclusion of the interest on the Bonds from the gross income of the Holders thereofConstruction Period.

Disbursements from the Project Fund. Disbursements Subject to the provisions below and to the representations, warranties and covenants contained herein and in the Tax Letter of Representations, disbursements from the Project Fund shall be made only to pay (or to reimburse or pay the Company, or any Person designated by the Company, User for payment of) the following Project Costs: (a) Costs incurred directly or indirectly for or in connection with the acquisition, construction, equippingrenovation, equipping or installation or improvement of the ProjectsProject, including but not limited to those costs incurred with respect to the Project and Project Site for preliminary planning and studies, ; architectural, legal, engineering engineering, accounting, consulting, supervisory and supervisory other services, ; labor, services, services and materials, acquisition, construction ; and installation, recording of documents and title work relating to the Project Site.work; (b) Premiums attributable to all insurance required to be taken out and maintained during the Construction Period with respect to the Projects and the premium on each surety bond, if any, required with respect to work on the Projects. (c) Taxes, assessments, interest on the Bonds and other charges in respect of the Projects that may become due and payable during the Construction Period for the Projects. (d) Costs incurred directly or indirectly in seeking to enforce any remedy against any contractor or subcontractor in respect of any actual or claimed default under any contract relating to the Projects.Project; (ec) Financial, legal, accounting, appraisal, printing and engraving fees, charges and expenses, title insurance premiums, if any, and all other such fees, charges and expenses incurred in connection with the authorization, sale, issuance 10 15 and delivery of the Bonds and the preparation and delivery of the AgreementBonds, including, without limitation, the Indenture and other related documents. (f) Fees fees and expenses of the TrusteeIssuer and Bond Counsel, Authenticating Agent, Paying the fees and expenses of the Trustee and the fees and expenses of the Placement Agent and Registrar (as such terms are defined in the Indenture)its counsel; provided, including reasonable counsel however, any fees and expenses, properly expenses incurred under in connection with the Indenture that may become due and payable during the Construction Period, including the initial or acceptance fee issuance of the Trustee.Bonds and paid with Bond proceeds shall not exceed 2% of the proceeds of the Bonds within the meaning of Section 147(g) of the Code; (gd) Any other incidental and necessary costs including without limitation any costs, expenses, fees and charges relating to the acquisition, construction construction, renovation, equipping or installation of the Projects.Project; (he) Payments made Interest on the Bonds accrued during the Construction Period to be paid into the Bond Fund; and (f) The fees and expenses of the Bank under the Reimbursement Agreement applicable to the Rebate Fund. (i) Any other expense permissible, in the opinion of Bond Counsel, under the ActConstruction Period. Any disbursements from the Project Fund described above to pay such fees, costs or expenses or to reimburse the User for the payment of Project Costs such fees, costs or expenses shall be made by the Trustee only upon the written order of the Authorized Company RepresentativeUser Representative and only with written consent of the Bank which consent shall not be unreasonably withheld. Each such written order shall be in substantially the form of the disbursement request attached hereto as Exhibit B D and shall be consecutively numberednumbered and accompanied by invoices or other appropriate documentation supporting the payments or reimbursements requested. 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 User in connection with the issuance of the Bonds, shall be accompanied by evidence satisfactory to the Trustee and the Bank that the average reasonably expected economic life of the facilities being financed by the Bonds is not less than 5/6ths of the average maturity of the Bonds or, if such evidence is not presented with the disbursement or at the request of the Trustee or the Bank, by an opinion of Bond Counsel to the effect that such disbursement will not result in the interest on the Bonds becoming subject to federal income taxation. In the case of any contract providing provides for the retention by the User of a portion of the contract price, there shall be paid initially from the Project Fund only the net amount remaining after deduction of any such portionportion and, and only when the that retained amount of any such retention is due and payable, then such retention may it be paid from the Project Fund. In additionThe User covenants, the Company shall not request or authorize represents and warrants, with respect to any disbursements from the Project Fund disbursement made to reimburse it for an original expenditure that was paid prior to the Completion Date for a purpose or function other than to provide solid waste disposal facilities within the meaning of Section 142(a)(6) of the Code, unless such disbursement would not result in more than 5% of the net proceeds of the Bonds (including those amounts disbursed pursuant to this Section 3.4) being used other than to provide solid waste disposal facilities (treating Issuance Costs so paid as being used other than to provide solid waste disposal facilities), unless in connection with any such disbursement request the Company provides the Trustee with an opinion of Bond Counsel or ruling of the Internal Revenue Service to the effect that such disbursement will not cause the interest on the Bonds to be included in the gross income of the Holders for federal income tax purposes. Receipt of a disbursement request, in the form of the disbursement request attached hereto as Exhibit B, shall be full authorization for the Trustee to make the disbursements requested thereby, and the Trustee shall be entitled to rely without further inquiry on, and shall have no duty to check, verify or investigate, the statements and certifications made therein or included therewith. Any moneys in the Project Fund remaining after the Completion Date and payment, or provision for payment, in full of the Project Costs at the direction of the Authorized Company Representative promptly shall be (a) used to acquire, construct or install such additional real and personal property comprising Air Quality Facilities as defined in the Act for use in connection with the Projects as is designated by the Authorized Company Representative and the acquisition, construction, equipment, installation and improvement of which will be such as is permitted under the Act, (b) used for the purchase of Bonds in the open market for the purpose of cancellation at prices not exceeding the fair market value thereof plus accrued interest to the date of payment therefor, (c) paid into the Bond Fund to be applied to the payment of Bond Service Charges on the Bonds or the redemption issuance of the Bonds, or (d) used that under Treas. Reg. Section 1.150-2 such disbursement will constitute a reimbursement allocation treated as an expenditure of proceeds of a reimbursement bond for a combination the governmental purpose of the foregoing as is provided in that direction or for any other purposes as are or may be permitted under original expenditure on the Act; provided that, in all such cases, (A) those moneys shall be so used or applied only to the extent that such use or application will not, in the opinion of Bond Counsel or under a ruling date of the Internal Revenue Service, adversely affect reimbursement allocation and will be made within the exclusion reimbursement period set forth in Treas. Reg. Section 1.150-2(d)(2) (not later than 18 months after the later of (i) the interest on date the Bonds from original expenditure is paid or the gross income of the Holders thereof and (B) any money remaining in date the Project Fund following completion of is placed in service or abandoned, but in no event more than 3 years after the Projects shall be invested in accordance with the Code in such manner as not to adversely affect the exclusion of the interest on the Bonds from the gross income of the Holders thereoforiginal expenditure).

Disbursements from the Project Fund. Disbursements (a) Subject to the provisions below, disbursements from the Project Fund shall be made only to reimburse or pay the Company, or any Person person designated by the Company, for the following Project Costs: (a1) Costs incurred directly or indirectly for or in connection with the acquisition, construction, equippinginstallation, installation equipment or improvement of the ProjectsSeries 2007 Project, including but not limited to those costs incurred in respect of the Series 2007 Project for preliminary planning and studies, ; architectural, legal, engineering engineering, accounting, consulting, supervisory and supervisory other services, ; labor, services, services and materials, acquisition, construction ; permit fees; and installation, recording of documents and title work relating and acquisition of land. There shall be an initial disbursement from the Project Fund to the Company in the approximate amount of $47,148,650 in order to reimburse the Company for expenses incurred in connection with the Series 2007 Project Sitefrom and after October 8, 2006. This disbursement shall take place immediately upon closing. (b2) Premiums attributable to all any surety bonds and insurance required to be taken out and maintained during the Construction Period with respect to the Projects Project Site and the premium on each surety bond, if any, required with respect to work on the ProjectsProject Facilities. (c3) Taxes, assessments, interest on the Bonds assessments and other governmental charges in respect of the Projects Series 2007 Project that may become due and payable during the Construction Period for the ProjectsPeriod. (d4) Costs incurred directly or indirectly in seeking to enforce any remedy against any contractor or subcontractor in respect of any actual or claimed default under any contract relating to the ProjectsProject Facilities. (e5) Financial, legal, accounting, appraisal, printing and engraving fees, charges and expenses, title insurance premiums, if any, and all other such fees, charges and expenses incurred in connection with the authorization, sale, issuance issuance, and delivery of the Bonds and the preparation and delivery of the AgreementSeries 2007 Bonds, including, without limitation, the Indenture and other related documents. (f) Fees fees and expenses of the Trustee, Authenticating Agent, Paying Agent Trustee and Registrar (as such terms are defined in the Indenture), including reasonable counsel fees and expenses, any paying agent properly incurred under the Indenture that may become due and payable during the Construction Period, including ; provided that the initial or acceptance fee costs of issuance of the Trustee.Series 2007 Bonds financed by the Series 2007 Bonds shall not exceed 2% of the aggregate face amount of the Series 2007 Bonds within the meaning of Section 147(g) of the Code and all such costs in excess of such 2% limit shall be paid from funds deposited into the Cost of Issuance Account of the Project Fund in the amounts set forth on Exhibit D hereto upon receipt of an invoice from the payee (g6) Any other incidental and necessary costs including without limitation any costs, expenses, fees and charges relating properly chargeable to the acquisitioncost of construction, construction installation, equipment or installation improvement of the ProjectsSeries 2007 Project. (h7) Payment of interest on the Series 2007 Bonds during the Construction Period. (8) Payments made to the Rebate Fund. (ib) Any other expense permissible, in the opinion of Bond Counsel, under the Act. Any disbursements from the Project Fund for the payment of Project Costs shall be made by the Trustee only upon the written order of the Authorized Company Representative. Each such written order shall be in substantially the form of the disbursement request attached hereto as Exhibit B E and shall be consecutively numbered. numbered and accompanied by invoices or other appropriate documentation supporting the payments or reimbursements requested. (c) 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 issuance of the Series 2007 Bonds as required by Section 149(e) of the Code and referred to in Section 2.2 hereof, shall be accompanied by evidence satisfactory that the average reasonably expected economic life of the facilities being financed by the Series 2007 Bonds is not less than 5/6ths of the average maturity of the Series 2007 Bonds or, if such evidence is not presented with the disbursement or, by an opinion of Bond Counsel to the effect that such disbursement will not cause the interest on the Series 2007 Bonds to be included in the gross income of the Holders for federal income tax purposes. (d) In the case of any contract providing provides for the retention by the Company of a portion of the contract price, there shall be paid initially from the Project Fund only the net amount remaining after deduction of any such portion, and only when the that retained amount of any such retention is due and payable, then such retention may it be paid from the Project Fund. In addition, the Company shall not request or authorize any disbursements from the Project Fund prior to the Completion Date for a purpose or function other than to provide solid waste disposal facilities within the meaning of Section 142(a)(6. (e) of the Code, unless such disbursement would not result in more than 5% of the net proceeds of the Bonds (including those amounts disbursed pursuant to this Section 3.4) being used other than to provide solid waste disposal facilities (treating Issuance Costs so paid as being used other than to provide solid waste disposal facilities), unless in connection with any such disbursement request the Company provides the Trustee with an opinion of Bond Counsel or ruling of the Internal Revenue Service to the effect that such disbursement will not cause the interest on the Bonds to be included in the gross income of the Holders for federal income tax purposes. Receipt of a disbursement request, in the form of the disbursement request attached hereto as Exhibit B, shall be full authorization for the Trustee to make the disbursements requested thereby, and the Trustee shall be entitled to rely without further inquiry on, and shall have no duty to check, verify or investigate, the statements and certifications made therein or included therewith. Any moneys in the Project Fund remaining after the Completion Date and payment, or provision for payment, in full of the Project Costs Costs, at the direction of the Authorized Company Representative Representative, promptly shall be be (a1) used to acquire, construct or install construct, install, equip and improve such additional real and or personal property comprising Air Quality Facilities as defined in the Act for use in connection with the Projects Series 2007 Project which shall constitute part of the Series 2007 Project as is designated by the Authorized Company Representative and the acquisition, construction, equipmentinstallation, installation equipment and improvement of which will be such as is permitted under the Act, provided that any such use shall be accompanied by evidence satisfactory to the Holder that the average reasonably expected economic life of such additional property, together with the other property theretofore acquired with the proceeds of the Series 2007 Bonds, will not be less than 5/6ths of the average maturity of the Series 2007 Bonds or, if such evidence is not presented with the direction, an opinion of Bond Counsel to the effect that the acquisition of such additional property will not cause the interest on the Series 2007 Bonds to be included in the gross income of the Holders for federal income tax purposes; (b2) used for the purchase of Series 2007 Bonds in the open market for the purpose of cancellation at prices not exceeding the fair full market value thereof plus accrued interest thereon to the date of payment therefor, ; (c3) paid into the Bond Fund to be applied to the redemption or payment of Bond Service Charges on the Bonds or the redemption of the Series 2007 Bonds, or ; or (d4) used for a combination of the foregoing as is provided in that direction or for any other purposes as are or may be permitted under the Act; provided that, in direction. In all such cases, any payments made pursuant to this subparagraph (Ae) those moneys shall be so used or applied made only to the extent that such use or application will not, in the opinion of Bond Counsel or under a ruling of the Internal Revenue Service, adversely affect the exclusion of cause the interest on the Series 2007 Bonds from to be included in the gross income of the Holders thereof and (B) any money remaining in the Project Fund following completion of the Projects shall be invested in accordance with the Code in such manner as not to adversely affect the exclusion of the interest on the Bonds from the gross for federal income of the Holders thereoftax purposes. ARTICLE IV LOAN BY ISSUER; REPAYMENT OF THE LOAN; LOAN

Disbursements from the Project Fund. Disbursements from the Project Fund shall be made only to reimburse or pay the CompanyBorrower, or any Person person designated by the CompanyBorrower, for the following Project Costs (the “Project Costs”) relating to the Project or any future project: (a) Costs incurred directly or indirectly for or in connection with the acquisition, construction, equippingfurnishing, installation equipment or improvement of the ProjectsProject, including but not limited to those costs incurred in respect of the Project for preliminary planning and studies, ; architectural, legal, engineering engineering, accounting, consulting, supervisory and supervisory other services, ; labor, services, services and materials, acquisition, construction ; and installation, recording of documents and title work relating to the Project Sitework. (b) Premiums attributable to all any surety bonds and insurance required to be taken out and maintained during the Construction Period with respect to the Projects Project Site and the premium on each surety bond, if any, required with respect Project Facilities relating to work on the ProjectsProject. (c) Taxes, assessments, interest on the Bonds assessments and other governmental charges in respect of the Projects Project that may become due and payable during the Construction Period for the ProjectsPeriod. (d) Costs incurred directly or indirectly in seeking to enforce any remedy against any contractor or subcontractor in respect of any actual or claimed default under any contract relating to the ProjectsProject Facilities relating to the Project. (e) Financial, legal, accounting, appraisal, printing and engraving fees, charges and expenses, title insurance premiums, if any, and all other such fees, charges and expenses incurred in connection with the authorization, sale, issuance and delivery of the Bonds and the preparation and delivery of the AgreementBonds, including, without limitation, the Indenture and other related documents. (f) Fees fees and expenses of the Trustee, Authenticating Agent, Paying Agent Trustee and Registrar (as such terms are defined in the Indenture), including reasonable counsel fees and expenses, any paying agent properly incurred under the Indenture that may become due and payable during the Construction Period. (f) Any other costs, including expenses, fees and charges properly chargeable to the initial cost of construction, furnishing, equipment or acceptance fee improvement of the TrusteeProject. (g) Any other incidental and necessary costs including without limitation any expenses, Payment of interest on the Bonds or fees and charges relating for credit enhancement devices applicable to the acquisitionBonds, construction or installation of the Projects. (h) Payments made to the Rebate Fund. (i) Any other expense permissibleextent such fees constitute a reasonable charge for the transfer of credit risk, in during the opinion of Bond Counsel, under the ActConstruction Period. Any disbursements from the Project Fund for the payment of the Project Costs relating to the Project shall be made by the Trustee only upon the written order of the Authorized Company RepresentativeDesignated Representative with written approval of the Issuer, except as otherwise provided herein. Each such written order shall be in substantially the form of the disbursement request attached hereto as Exhibit B C and shall be consecutively numberednumbered and accompanied by invoices or other appropriate documentation supporting the payments or reimbursements requested. The Issuer agrees to take action to approve or deny any disbursement request submitted to it not later than 10 days following receipt. The Issuer and the Borrower agree that if the Issuer does not take action on a disbursement request within 10 days of submission to the Issuer by the Borrower, then such disbursement shall be deemed approved by the Issuer, and the Borrower may submit such disbursement request to the Trustee for disbursement, along with a certificate certifying to the Trustee that such disbursement request has been deemed approved by the Issuer in accordance herewith (a “Deemed Approved Certificate”). Notwithstanding anything contained in this Agreement, in the event that a disbursement is deemed approved in accordance with this Section, it shall not contain an Issuer signature, but shall instead be accompanied by a Deemed Approved Certificate. At or prior to submitting a request for disbursement in the form attached as Exhibit C to this Agreement, the Designated Representative shall provide the Trustee with either appropriate mechanics’ lien affidavits or waivers from each payee under each such prior disbursement request or with evidence or documentation satisfactory to the Trustee that provision against the filing of any mechanics’ or similar liens with respect to the payment being made has been taken by the Borrower by deposit or bonding. In the case of any contract providing provides for the retention by the Borrower of a portion of the contract price, there shall be paid initially from the Project Fund only the net amount remaining after deduction of any such portion, and only when the that retained amount of any such retention is due and payable, then such retention may it be paid from the Project Fund. In additionThe Completion Date shall be evidenced to the Trustee and Issuer by a certificate signed by the Designated Representative stating that, except for amounts retained by the Trustee at Borrower’s direction for any Project Costs not then due and payable or being contested in good faith, (i) the construction of the Project has been completed and any and all labor, services, materials and supplies used in such construction have been paid for and (ii) all other items necessary in connection with the Project have been constructed and all costs and expenses incurred in connection therewith have been paid. Notwithstanding the foregoing, such certificate shall state that it is given without prejudice to any rights against third parties which exist at the date of such certificate or which may subsequently come into being. Upon receipt of such certificate, the Company Trustee shall not request or authorize in accordance with Section 4.02 of the Indenture apply any disbursements from moneys then in the Project Fund prior to in accordance with the Completion Date for a purpose or function other than to provide solid waste disposal facilities within the meaning of Section 142(a)(6) written direction of the Code, unless such disbursement would not result Designated Representative as provided in more than 5% of the net proceeds of the Bonds (including those amounts disbursed pursuant to this Section 3.4) being used other than to provide solid waste disposal facilities (treating Issuance Costs so paid as being used other than to provide solid waste disposal facilities), unless in connection with any such disbursement request the Company provides the Trustee with an opinion of Bond Counsel or ruling of the Internal Revenue Service to the effect that such disbursement will not cause the interest on the Bonds to be included in the gross income of the Holders for federal income tax purposes. Receipt of a disbursement request, in the form of the disbursement request attached hereto as Exhibit B, shall be full authorization for the Trustee to make the disbursements requested thereby, and the Trustee shall be entitled to rely without further inquiry on, and shall have no duty to check, verify or investigate, the statements and certifications made therein or included therewith. Any moneys in the Project Fund remaining after the Completion Date and payment, or provision for payment, in full of the Project Costs relating to the Project, at the direction of the Authorized Company Representative Designated Representative, promptly shall be be (ai) used to acquireconstruct, construct or install install, equip and improve such additional real and or personal property comprising Air Quality Facilities as defined in the Act for use in connection with the Projects Project as is designated by the Authorized Company Designated Representative and the acquisition, construction, equipmentinstallation, installation equipment and improvement of which will be such as is permitted under the Act, ; (bii) used for the purchase of Bonds in the open market for the purpose of cancellation at prices not exceeding the fair full market value thereof plus accrued interest thereon to the date of payment therefor, ; (ciii) paid into the Bond Fund to be applied to the payment of Bond Service Charges on the Bonds or the redemption of the Bonds, or ; or (div) used for a combination of the foregoing as is provided in that direction or for any other purposes direction. Notwithstanding the foregoing, upon the occurrence and continuance of an “Event of Default” as are or may be permitted under the Act; provided that, defined in all such cases, (A) those moneys shall be so used or applied only to the extent that such use or application will not, in the opinion of Bond Counsel or under a ruling Section 10.01 of the Internal Revenue Service, adversely affect the exclusion Indenture because of which acceleration of the interest on principal amount of the Bonds from the gross income has been declared pursuant to Section 10.02 of the Holders thereof and (B) Indenture, any money moneys remaining in the Project Fund following completion of the Projects shall be invested in accordance with promptly transferred by the Code in such manner as not Trustee to adversely affect the exclusion of the interest on the Bonds from the gross income of the Holders thereofBond Fund.

Disbursements from the Project Fund. Disbursements Subject to the provisions below, disbursements from the Project Fund shall be made only to reimburse or pay the Company, or any Person designated by the Company, Borrower for the following Project Costs: (a) Costs incurred directly or indirectly for or in connection with the acquisition, renovation, construction, equippinginstallation, installation equipping or improvement of the ProjectsProject, including but not limited to those costs incurred in respect of the Project for preliminary planning and studies, ; architectural, legal, engineering engineering, accounting, consulting, supervisory and supervisory other services, ; labor, services, services and materials, acquisition, construction ; and installation, recording of documents and title work relating to the Project Sitework. (b) Premiums attributable to all any surety bonds and insurance required to be taken out and maintained during the Construction Period with respect to the Projects and the premium on each surety bond, if any, required with respect to work on the ProjectsProject Facilities. (c) Taxes, assessments, interest on the Bonds assessments and other governmental charges in respect of the Projects Project that may become due and payable during the Construction Period for the ProjectsPeriod. (d) Costs incurred directly or indirectly in seeking to enforce any remedy against any contractor or subcontractor in respect of any actual or claimed default under any contract relating to the ProjectsProject Facilities. (e) Financial, legal, accounting, appraisal, printing and engraving fees, charges and expenses, title insurance premiums, if any, and all other such fees, charges and expenses incurred in connection with the authorization, sale, issuance and delivery of the Bonds Series 2001 Bonds, including, without limitation, the fees and the preparation and delivery expenses of the AgreementIssuer and Issuer's counsel, Bond Counsel, the Indenture and other related documents. (f) Fees fees and expenses of the Trustee, Authenticating Agent, Paying Agent and Registrar (as such terms are defined in the Indenture), including reasonable counsel fees and expenses of the Underwriter with respect to the Series 2001 Bonds and the fees and expenses of the Letter of Credit Bank and counsel to the Letter of Credit Bank; provided that any fees and expenses incurred in connection with the issuance of the Series 2001A Bonds and paid with Series 2001A Bond proceeds shall not exceed 2% of the proceeds of the Series 2001A Bonds within the meaning of Section 147(g) of the Code. (f) Any other costs, expenses, fees and charges properly incurred under chargeable to the Indenture that may become due and payable during the Construction Periodcost of acquisition, including the initial renovation, construction, installation, equipping or acceptance fee improvement of the TrusteeProject. (g) Any other incidental and necessary costs including without limitation any expenses, fees and charges relating Interest on the Series 2001 Bonds during the Construction Period to be paid into the acquisition, construction or installation of the Projects. (h) Payments made to the Rebate Bond Fund. (i) Any other expense permissible, in the opinion of Bond Counsel, under the Act. Any disbursements from the Project Fund for the payment of Project Costs shall be made by the Trustee only upon the written order of the Authorized Company RepresentativeBorrower Representative approved by the Letter of Credit Bank. Each such written order shall be in substantially the form of the disbursement request attached hereto as Exhibit B D and shall be consecutively numberednumbered and accompanied by invoices or other appropriate documentation supporting the payments or reimbursements requested. Before the initial disbursement is made, all conditions precedent, if any, to the issuance of the Letters of Credit as set forth in the Letter of Credit Agreement must have been satisfied to the Letter of Credit Bank's satisfaction. Any disbursement for any item not described in, or the cost for which item is other than as described in, the information statements filed by the Issuer in connection with the issuance of the Series 2001 Bonds, shall be accompanied by evidence satisfactory to the Trustee and the Letter of Credit Bank that the average reasonably expected economic life of the facilities being financed by the Series 2001A Bonds or Series 2001B Bonds, as applicable is not less than 5/6ths of the average maturity of the Series 2001A Bonds or Segregated Series 2001B Bonds, as applicable, or, if such evidence is not presented with the disbursement or at the request of the Trustee or the Letter of Credit Bank, by an opinion of Bond Counsel to the effect that such disbursement will not result in the interest on the Series 2001A Bonds or Segregated Series 2001B Bonds, as applicable becoming subject to Federal income taxation. In the case of any contract providing provides for the retention by the Borrower of a portion of the contract price, there shall be paid initially from the Project Fund only the net amount remaining after deduction of any such portion, and only when the that retained amount of any such retention is due and payable, then such retention may it be paid from the Project Fund. In addition, the Company shall not request or authorize any disbursements from the Project Fund prior to the Completion Date for a purpose or function other than to provide solid waste disposal facilities within the meaning of Section 142(a)(6) of the Code, unless such disbursement would not result in more than 5% of the net proceeds of the Bonds (including those amounts disbursed pursuant to this Section 3.4) being used other than to provide solid waste disposal facilities (treating Issuance Costs so paid as being used other than to provide solid waste disposal facilities), unless in connection with any such disbursement request the Company provides the Trustee with an opinion of Bond Counsel or ruling of the Internal Revenue Service to the effect that such disbursement will not cause the interest on the Bonds to be included in the gross income of the Holders for federal income tax purposes. Receipt of a disbursement request, in the form of the disbursement request attached hereto as Exhibit B, shall be full authorization for the Trustee to make the disbursements requested thereby, and the Trustee shall be entitled to rely without further inquiry on, and shall have no duty to check, verify or investigate, the statements and certifications made therein or included therewith. Any moneys in the Project Fund remaining after the Completion Date and payment, or provision for payment, in full of the Project Costs Costs, at the direction of the Authorized Company Borrower Representative with the Letter of Credit Bank's prior written consent, promptly shall be be (ai) used to reimburse the Letter of Credit Bank for draws on the Letters of Credit to redeem Series 2001 Bonds, (ii) used to acquire, construct or install construct, install, equip and improve such additional real and or personal property comprising Air Quality Facilities as defined in the Act for use in connection with the Projects Project as is designated by the Authorized Company Borrower Representative and approved by the Letter of Credit Bank and the acquisition, construction, equipmentinstallation, installation equipping and improvement of which will be such as is permitted under the Act, provided that any such use shall be accompanied by evidence satisfactory to the Trustee that the average reasonably expected economic life of such additional property, together with the other property theretofore acquired with the proceeds of a series of Series 2001 Bonds, will not be less than 5/6ths of the average maturity of such Series 2001 Bonds or, if such evidence is not presented with the direction, then with respect to the Series 2001A Bonds and Segregated Series 2001B Bonds, an opinion of Bond Counsel to the effect that the acquisition of such additional property will not result in the interest on the Series 2001A Bonds or the Segregated Series 2001B Bonds becoming included in gross income for federal income tax purposes; (biii) used for the purchase of Series 2001 Bonds in the open market for the purpose of cancellation at prices not exceeding the fair market value thereof plus accrued interest to the date of payment therefor, cancellation; or (c) paid into the Bond Fund to be applied to the payment of Bond Service Charges on the Bonds or the redemption of the Bonds, or (div) used for to accomplish a combination of the foregoing as is provided in that direction or for any other purposes as are or may be permitted under the Act; provided that, in all such cases, (A) those moneys direction. Any payments made pursuant to this paragraph shall be so used or applied made only to the extent that such use or application will not, in the opinion of Bond Counsel or under a ruling rulings of the Internal Revenue Service, adversely affect the exclusion of result in the interest on the Series 2001A Bonds from the or Segregated Series 2001B Bonds becoming included in gross income of the Holders thereof and (B) any money remaining in the Project Fund following completion of the Projects shall be invested in accordance with the Code in such manner as not to adversely affect the exclusion of the interest on the Bonds from the gross for federal income of the Holders thereoftax purposes.

Disbursements from the Project Fund. Disbursements from the Project Fund shall be made only to reimburse or pay the Company, or any Person designated by the Company, for the following Project Costs: (a) Costs incurred directly or indirectly for or in connection with the acquisition, construction, equipping, installation or improvement of the ProjectsProject, including but not limited to those costs incurred for preliminary planning and studies, architectural, legal, engineering and supervisory services, labor, services, materials, acquisition, construction and installation, recording of documents and title work relating to the Project Site. (b) Premiums attributable to all insurance required to be taken out and maintained during the Construction Period with respect to the Projects Project and the premium on each surety bond, if any, required with respect to work on the ProjectsProject. (c) Taxes, assessments, interest on the Bonds and other charges in respect of the Projects Project that may become due and payable during the Construction Period for the ProjectsProject. (d) Costs incurred directly or indirectly in seeking to enforce any remedy against any contractor or subcontractor in respect of any default under any contract relating to the ProjectsProject. (e) Financial, underwriting, legal, accounting, appraisal, rating agency, printing and engraving fees, charges and expenses, title insurance premiums, if any, the Authority Fee, the premium for the Bond Insurance Policy, and all other such fees, charges and expenses incurred in connection with the authorization, sale, issuance and delivery of the Bonds and the preparation and delivery of the Agreement, the Indenture and other related documents. (f) Fees and expenses of the Trustee, Authenticating Agent, Paying Agent and Registrar (as such terms are defined in the Indenture), including reasonable counsel fees and expenses, properly incurred under the Indenture that may become due and payable during the Construction Period, including the initial or acceptance fee of the Trustee. (g) Any other incidental and necessary costs including without limitation any expenses, fees and charges relating to the acquisition, construction or installation of the ProjectsProject. (h) Payments made to the Rebate Fund. (i) Any other expense permissible, in the opinion of Bond Counsel, under the Act. Any disbursements from the Project Fund for the payment of Project Costs shall be made by the Trustee only upon the written order of the Authorized Company Representative. Each such written order shall be in the form of the disbursement request attached hereto as Exhibit B and shall be consecutively numbered. In the case of any contract providing for the retention of a portion of the contract price, there shall be paid initially from the Project Fund only the net amount remaining after deduction of any such portion, and when the amount of any such retention is due and payable, then such retention may be paid from the Project Fund. In addition, the Company shall not request or authorize any disbursements from the Project Fund prior to the Completion Date for a purpose or function other than to provide solid waste disposal facilities within the meaning of Section 142(a)(6) of the Code, unless such disbursement would not result in more than 5% of the net proceeds of the Bonds (including those amounts disbursed pursuant to this Section 3.4) being used other than to provide solid waste disposal facilities (treating Issuance Costs so paid as being used other than to provide solid waste disposal facilities), unless in connection with any such disbursement request the Company provides the Trustee with an opinion of Bond Counsel or ruling of the Internal Revenue Service to the effect that such disbursement will not cause the interest on the Bonds to be included in the gross income of the Holders for federal income tax purposes. Receipt of a disbursement request, in the form of the disbursement request attached hereto as Exhibit B, shall be full authorization for the Trustee to make the disbursements requested thereby, and the Trustee shall be entitled to rely without further inquiry on, and shall have no duty to check, verify or investigate, the statements and certifications made therein or included therewith. Any moneys in the Project Fund remaining after the Completion Date and payment, or provision for payment, in full of the Project Costs at the direction of the Authorized Company Representative promptly shall be (a) used to acquire, construct or install such additional real and personal property comprising Air Quality Facilities as defined in the Act for use in connection with the Projects Project as is designated by the Authorized Company Representative and the acquisition, construction, equipment, installation and improvement of which will be such as is permitted under the Act, (b) used for the purchase of Bonds in the open market for the purpose of cancellation at prices not exceeding the fair market value thereof plus accrued interest to the date of payment therefor, (c) paid into the Bond Fund to be applied to the payment of Bond Service Charges on the Bonds or the redemption of the BondsBonds pursuant to the applicable provisions of the Indenture, or (d) used for a combination of the foregoing as is provided in that direction or for any other purposes as are or may be permitted under the Act; provided that, in all such cases, (A) those moneys shall be so used or applied only to the extent that such use or application will not, in the opinion Opinion of Bond Counsel or under a ruling of the Internal Revenue Service, adversely affect the exclusion of the interest on the Bonds from the gross income of the Holders thereof for federal income tax purposes and (B) any money remaining in the Project Fund following completion of the Projects Project shall be invested in accordance with the Code in such manner as not to adversely affect the exclusion of the interest on the Bonds from the gross income of the Holders thereofthereof for federal income tax purposes.

Disbursements from the Project Fund. Disbursements (a) Subject to the provisions below, disbursements from the Project Fund shall be made only to reimburse or pay the Company, or any Person person designated by the Company, for the following Project Costs: (a1) Costs incurred directly or indirectly for or in connection with the acquisition, construction, equippinginstallation, installation equipment or improvement of the ProjectsProject, including but not limited to those costs incurred in respect of the Project for preliminary planning and studies, ; architectural, legal, engineering engineering, accounting, consulting, supervisory and supervisory other services, ; labor, services, services and materials, acquisition, construction ; permit fees; and installation, recording of documents and title work relating and acquisition of land. There shall be an initial disbursement from the Project Fund to the Company in the approximate amount of $___ in order to reimburse the Company for expenses incurred in connection with the Project Sitefrom and after August 22, 2004. This disbursement shall take place immediately upon closing. (b2) Premiums attributable to all any surety bonds and insurance required to be taken out and maintained during the Construction Period with respect to the Projects Project Site and the premium on each surety bond, if any, required with respect to work on the ProjectsProject Facilities. (c3) Taxes, assessments, interest on the Bonds assessments and other governmental charges in respect of the Projects Project that may become due and payable during the Construction Period for the ProjectsPeriod. (d4) Costs incurred directly or indirectly in seeking to enforce any remedy against any contractor or subcontractor in respect of any actual or claimed default under any contract relating to the ProjectsProject Facilities. (e5) Financial, legal, accounting, appraisal, printing and engraving fees, charges and expenses, title insurance premiums, if any, and all other such fees, charges and expenses incurred in connection with the authorization, sale, issuance issuance, delivery and delivery remarketing of the Bonds and the preparation and delivery of the AgreementBonds, including, without limitation, the Indenture and other related documents. (f) Fees fees and expenses of the Trustee, Authenticating Agent, Paying Agent Trustee and Registrar (as such terms are defined in the Indenture), including reasonable counsel fees and expenses, any paying agent properly incurred under the Indenture that may become due and payable during the Construction Period, including ; provided that the initial or acceptance fee costs of issuance of the Trustee.Bonds financed by the Bonds shall not exceed 2% of the aggregate face amount of the Bonds within the meaning of Section 147(g) of the Code and all such costs in excess of such 2% limit shall be paid from funds deposited by the Company in the Cost of Issuance Account of the Project Fund in the amounts set forth on Exhibit B to the Trust Indenture upon receipt of an invoice from the payee (g6) Any other incidental and necessary costs including without limitation any costs, expenses, fees and charges relating properly chargeable to the acquisitioncost of construction, construction installation, equipment or installation improvement of the ProjectsProject. (h7) Payment of interest on the Bonds during the Construction Period. (8) Payments made to the Rebate Fund. (ib) Any other expense permissible, in the opinion of Bond Counsel, under the Act. Any disbursements from the Project Fund for the payment of Project Costs shall be made by the Trustee only upon the written order of the Authorized Company Representative. Each such written order shall be in substantially the form of the disbursement request attached hereto as Exhibit B D and shall be consecutively numbered. In numbered and accompanied by invoices or other appropriate documentation supporting the case of payments or reimbursements requested. (c) Any disbursement for any contract providing item not described in, or the cost for which item is other than as described in, the retention of a portion information statement filed by the Issuer in connection with the issuance of the contract price, there shall be paid initially from the Project Fund only the net amount remaining after deduction of any such portion, and when the amount of any such retention is due and payable, then such retention may be paid from the Project Fund. In addition, the Company shall not request or authorize any disbursements from the Project Fund prior to the Completion Date for a purpose or function other than to provide solid waste disposal facilities within the meaning of Bonds as required by Section 142(a)(6149(e) of the CodeCode and referred to in Section 2.2 hereof, unless such disbursement would not result in more than 5% shall be accompanied by evidence satisfactory that the average reasonably expected economic life of the net proceeds facilities being financed by the Bonds is not less than 5/6ths of the average maturity of the Bonds (including those amounts disbursed pursuant to this Section 3.4) being used other than to provide solid waste disposal facilities (treating Issuance Costs so paid as being used other than to provide solid waste disposal facilities)or, unless in connection if such evidence is not presented with any such the disbursement request the Company provides the Trustee with or, by an opinion of Bond Counsel or ruling of the Internal Revenue Service to the effect that such disbursement will not cause the interest on the Bonds to be included in the gross income of the Holders for federal income tax purposes. Receipt , as contemplated by the Form of Distribution Request in Exhibit D. (d) In case any contract provides for the retention by the Company of a disbursement request, in the form portion of the disbursement request attached hereto as Exhibit Bcontract price, there shall be full authorization for paid from the Trustee to make Project Fund only the disbursements requested therebynet amount remaining after deduction of any such portion, and only when that retained amount is due and payable, may it be paid from the Trustee shall be entitled to rely without further inquiry on, and shall have no duty to check, verify or investigate, the statements and certifications made therein or included therewith. Project Fund. (e) Any moneys in the Project Fund remaining after the Completion Date and payment, or provision for payment, in full of the Project Costs Costs, at the direction of the Authorized Company Representative Representative, promptly shall be be (a1) used to acquire, construct or install construct, install, equip and improve such additional real and or personal property comprising Air Quality Facilities as defined in the Act for use in connection with the Projects Project which shall constitute part of the Project as is designated by the Authorized Company Representative and the acquisition, construction, equipmentinstallation, installation equipment and improvement of which will be such as is permitted under the Act, provided that any such use shall be accompanied by evidence satisfactory to the Holder that the average reasonably expected economic life of such additional property, together with the other property theretofore acquired with the proceeds of the Bonds, will not be less than 5/6ths of the average maturity of the Bonds or, if such evidence is not presented with the direction, an opinion of Bond Counsel to the effect that the acquisition of such additional property will not cause the interest on the Bonds to be included in the gross income of the Holders for federal income tax purposes; (b2) used for the purchase of Bonds in the open market for the purpose of cancellation at prices not exceeding the fair full market value thereof plus accrued interest thereon to the date of payment therefor, ; (c3) paid into the Bond Fund to be applied to the redemption or payment of Bond Service Charges on the Bonds or the redemption of the Bonds, or ; or (d4) used for a combination of the foregoing as is provided in that direction or for any other purposes as are or may be permitted under the Act; provided that, in direction. In all such cases, any payments made pursuant to this subparagraph (Ae) those moneys shall be so used or applied made only to the extent that such use or application will not, in the opinion of Bond Counsel or under a ruling of the Internal Revenue Service, adversely affect the exclusion of cause the interest on the Bonds from to be included in the gross income of the Holders thereof and (B) any money remaining in the Project Fund following completion of the Projects shall be invested in accordance with the Code in such manner as not to adversely affect the exclusion of the interest on the Bonds from the gross for federal income of the Holders thereoftax purposes.

Disbursements from the Project Fund. Disbursements (a) Subject to the provisions below and to the representations, warranties and covenants contained herein, disbursements from the Project Fund shall be made only to pay (or to reimburse or pay the Company, or any Person designated by the Company, Borrower for payment of) the following Project Costscosts of the Project: (ai) Costs incurred directly or indirectly for or in connection with the acquisition, construction, equipping, construction or installation or improvement of the ProjectsProject, including but not limited to those costs incurred with respect to the Project for preliminary planning and studies, ; architectural, legal, engineering engineering, accounting, consulting, supervisory and supervisory other services, ; labor, services, services and materials, acquisition, construction ; and installation, recording of documents and title work relating to the Project Site.work; (b) Premiums attributable to all insurance required to be taken out and maintained during the Construction Period with respect to the Projects and the premium on each surety bond, if any, required with respect to work on the Projects. (c) Taxes, assessments, interest on the Bonds and other charges in respect of the Projects that may become due and payable during the Construction Period for the Projects. (dii) Costs incurred directly or indirectly in seeking to enforce any remedy against any contractor or subcontractor in respect of any actual or claimed default under any contract relating to the Projects.Project; (eiii) Financial, legal, accounting, appraisal, printing and engraving fees, charges and expenses, title insurance premiums, if any, and all other such fees, charges and expenses incurred in connection with the authorization, sale, issuance and delivery of the Bonds and the preparation and delivery of the AgreementBonds, including, without limitation, the Indenture and other related documents. (f) Fees fees and expenses of the TrusteeAuthority and Bond Counsel, Authenticating Agent, Paying Agent and Registrar (as such terms are defined in the Indenture), including reasonable counsel fees and expenses, properly incurred under the Indenture that may become due and payable during the Construction Period, including the initial or acceptance fee expenses of the Trustee.Trustee and the fees and expenses of the Underwriter and its counsel; and (giv) Any other incidental and necessary costs including without limitation any costs, expenses, fees and charges relating to the acquisition, construction or installation of the ProjectsProject. (hb) Payments made to the Rebate Fund. (i) Any other expense permissible, in the opinion of Bond Counsel, under the Act. Any disbursements from the Project Fund for the payment of Project Costs described above shall be made by the Trustee only upon the written order of the Authorized Company Representative. Each such written order shall be in substantially the form of the disbursement request requisition attached hereto as Exhibit B D to the Indenture and shall be consecutively numberednumbered and accompanied by invoices or other appropriate documentation supporting the payments or reimbursements requested, including those set forth in clauses (i) through (iv) below. Such order shall contain a certification of the Borrower to the effect that the cost to be paid or reimbursed (x) is a proper charge against the Project Fund and (y) has not formed the basis of any previous requisition. In the case of any contract providing provides for the retention by the Borrower of a portion of the contract price, there shall be paid initially from the Project Fund only the net amount remaining after deduction of any such portionportion and, and only when the that retained amount of any such retention is due and payable, then such retention may it be paid from the Project Fund. (i) Prior to the first disbursement from the Project Fund, either (A) an executed Contractor's Certificate and Agreement or (B) a Borrower Certificate stating that, for purposes of the prevailing wage regulation and the Affirmative Action Program, none of the moneys disbursed at any time from the Project Fund will be used to pay or reimburse a payment for work done in performance of any Construction Contract unless prior thereto there shall be submitted to the Trustee an executed Contractor's Certificate and Agreement. In additionNevertheless, prior to the Company initial disbursement from the Project Fund for payment of any Construction Contract, if not theretofore furnished, a Contractor's Certificate and Agreement shall not request or authorize any be submitted; (ii) For all disbursements from the Project Fund prior which will be used to the Completion Date pay or reimburse a payment for a purpose or function other than to provide solid waste disposal facilities within the meaning of Section 142(a)(6) of the Code, unless such disbursement would not result in more than 5% of the net proceeds of the Bonds (including those amounts disbursed pursuant to this Section 3.4) being used other than to provide solid waste disposal facilities (treating Issuance Costs so paid as being used other than to provide solid waste disposal facilities), unless in connection with any such disbursement request the Company provides the Trustee with an opinion of Bond Counsel or ruling of the Internal Revenue Service to the effect that such disbursement will not cause the interest on the Bonds to be included work done in the gross income performance of the Holders for federal income tax purposes. Receipt of a disbursement requestany Construction Contract, in the form of the disbursement request attached hereto as Exhibit B, shall be full authorization for the Trustee to make the disbursements requested thereby, and the Trustee shall be entitled provided with a requisition evidencing the written approval of the payment by an Independent architect, engineer or contractor and delivery to rely the Trustee of a rundown to the title report showing no intervening liens or new matters of record through the date of the requisition other than Permitted Encumbrances and a mechanic's lien waiver executed by the contractor or subcontractor that performed such work; (iii) Such additional documents, including, but not limited to, paid invoices, bills, receipts, affidavits, certificates and opinions as the Authority or the Trustee may reasonably require. (c) For purposes of the Affirmative Action Program, there shall be retained in the Project Fund an amount equal to ten per centum (10%) of each sum requisitioned for payment or reimbursement for payment of any Construction Contract (a "holdback"); provided, however, if any such requisitioned sum is for reimbursement of a payment by the Borrower, which payment itself was for only ninety per centum (90%) of the payment requested by the contractor or subcontractor pursuant to such Construction Contract, then such requisitioned sum may be reimbursed without further inquiry onregard to the aforementioned holdback, but the remaining ten per centum (10%), when requisitioned by the Borrower, shall only be disbursed upon the holdback conditions hereinafter set forth. Said holdback shall be disbursed from time to time from the Project Fund upon compliance with the preceding terms and shall have no duty conditions of this Section and (w) the execution and filing with the Authority of the Contractor's Completion Certificate; (x) the execution and filing with the Authority and the Trustee of the Borrower's Completion Certificate; (y) receipt by the Borrower and the Trustee of a written notice issued by the Authority's Office of Affirmative Action that the contractor has complied with the requirements of the Affirmative Action Program; and (z) a Borrower Certificate delivered to check, verify or investigate, the statements and certifications made therein or included therewith. Trustee certifying compliance with the conditions stated in clauses (w) through (y) hereinabove. (d) Any moneys in the Project Fund remaining after the Completion Date and payment, or provision for payment, in full of the costs of financing the Project Costs described above, at the direction of the Authorized Company Representative Representative, promptly shall be be: (ai) used to acquire, construct or construct, equip and install such additional real and or personal property comprising Air Quality Facilities as defined in the Act for use in connection with the Projects Project as is designated by the Authorized Company Representative and Representative, the acquisition, construction, equipment, equipping and installation and improvement of which will be such as is permitted under the Act, ; (bii) used to redeem Bonds in accordance with the terms of the Indenture; (iii) used for the purchase of Bonds in the open market for the purpose of cancellation at prices not exceeding the fair market value thereof plus accrued interest to the date of payment therefor, cancellation; or (c) paid into the Bond Fund to be applied to the payment of Bond Service Charges on the Bonds or the redemption of the Bonds, or (div) used for to accomplish a combination of the foregoing as is provided in that direction direction. (e) In the event that all of the Bonds are either redeemed or for any other purposes as are or may be permitted under the Act; provided that, in all such cases, (A) those moneys shall be so used or applied only accelerated pursuant to the extent that such use or application will not, in the opinion of Bond Counsel or under a ruling terms of the Internal Revenue ServiceIndenture, adversely affect the exclusion of the interest on the Bonds from the gross income of the Holders thereof and (B) any money remaining funds in the Project Fund following completion of the Projects shall be invested in accordance with transferred to the Code in such manner as not to adversely affect the exclusion of the interest on the Bonds from the gross income of the Holders thereofDebt Service Fund.