Common use of Funding of Construction Costs Clause in Contracts

Funding of Construction Costs. (a) In connection with and during the ----------------------------- course of the construction of each System, Construction Agent may request that Certificate Trustee advance funds for the payment of the cost of constructing such System. Certificate Trustee will comply with such request to the extent provided for under, and subject to the conditions, restrictions and limitations contained in, the Participation Agreement. Construction Agent and Certificate Trustee acknowledge and agree that Construction Agent's right to request funds and Certificate Trustee's obligation to advance funds for the payment of construction costs is subject in all respects to the terms and conditions of the Participation Agreement and each of the other Operative Documents. Construction Agent's obligations hereunder shall not be limited or reduced by virtue of (i) any failure of Certificate Trustee to provide any funds, or (ii) any lack of funds of Construction Agent, except if such failure constitutes, or such lack of funds is caused by the failure of Certificate Trustee to provide any funds to Construction Agent which failure constitutes, a breach of Certificate Trustee's obligations under the Participation Agreement after all conditions to such funding shall have been duly and timely satisfied. (b) The proceeds of any funds made available to Certificate Trustee to pay construction costs shall be made available to Construction Agent in accordance with the Advance Request relating thereto, this Agreement and the Participation Agreement. To the extent that Advances made in order to fund the cost of construction of any System are paid into a deposit account maintained by Certificate Trustee, Construction Agent shall be granted a power of attorney to withdraw funds from such account in accordance with the terms of the Participation Agreement, including the requirement that all conditions precedent to the making of the relevant Advance to Lessee under the Participation Agreement shall be either satisfied or waived in writing before funds relating to such Advance may be withdrawn by the Construction Agency Agreement Construction Agent from such account, and Lessor shall not allow Construction Agent to withdraw funds from such account unless and until Lessor has received timely notice from the Administrative Agent that all conditions precedent to the making of the relevant advance to Lessee under the Lease have been either satisfied or waived in writing. Construction Agent will use all such proceeds only to pay or reimburse itself for the costs related to construction, including installation and internally allocated overheard properly allocable to the construction of a System in accordance with Construction Agent's then current accounting practices, as set forth in the Advance Request relating to such funds. If, for any reason, the aggregate cost, including Capitalized Interest and Capitalized Yield on the Notes and Certificates, respectively, to complete construction of all the Systems exceeds the sum of the then available Commitments, then all such costs (including such Capitalized Interest and Capitalized Yield) in excess of the available Commitments shall be borne by Construction Agent from its own funds.

Funding of Construction Costs. (a) In connection with and during During the ----------------------------- course of the construction of each SystemConstruction, the Construction Agent may shall request that Certificate Trustee the Agent Lessor advance funds for the payment of Construction Costs, and the cost of constructing such System. Certificate Trustee Agent Lessor will comply with such request to the extent provided for under, and subject to the conditions, restrictions and limitations contained in, this Agreement, the Participation AgreementAgreement and the Lease. The Construction Agent and Certificate Trustee the Agent Lessor acknowledge and agree that Construction Agentthe Lessee's right to request funds and Certificate Trusteethe Agent Lessor's obligation to advance funds for the payment of construction costs is Construction Costs are subject in all respects to the terms and conditions of this Agreement, of the Participation Agreement and each of the other Operative Documents. Construction Agent's obligations hereunder shall not be limited or reduced by virtue of (i) any failure of Certificate Trustee to provide any funds, or (ii) any lack of funds of Construction Agent, except if such failure constitutes, or such lack of funds is caused by the failure of Certificate Trustee to provide any funds to Construction Agent which failure constitutes, a breach of Certificate Trustee's obligations under the Participation Agreement after all conditions to such funding shall have been duly and timely satisfied. (b) The proceeds of any funds made available to Certificate Trustee the Agent Lessor to pay construction costs Construction Costs shall be made available to the Construction Agent in accordance with the Advance Request relating thereto, this Agreement thereto and the Participation Agreement. To the extent that Advances made in order to fund the cost of construction of any System are paid into a deposit account maintained by Certificate Trustee, Construction Agent shall be granted a power of attorney to withdraw funds from such account in accordance with the terms of the Participation AgreementLease. (c) The Construction Agent shall at all times cause to be and remain vested in the Agent Lessor title to any and all construction materials and equipment (except for construction materials and equipment purchased, including but not yet delivered) not yet incorporated into the requirement that Financed Improvements for which funds shall have been requested pursuant to this Article IV and cause such title to be and remain free of all conditions precedent Liens, other than Permitted Liens. (d) The Construction Agent may disburse proceeds from an Advance Request only for payment of Construction Costs as set forth on the Advance Request to the making extent permitted by the Operative Documents, provided that on the date such payment is to be made, no Construction Agency Default or Construction Agency Event of the relevant Advance to Lessee under the Participation Agreement Default shall have occurred and be either satisfied or waived in writing before funds relating to continuing. Any such Advance may be withdrawn payment of Construction Costs by the Construction Agency Agreement Agent shall constitute the Construction Agent from such accountAgent's certification that: (i) the Approved Construction Budget is In Balance and the items to be funded by the requested disbursement are Construction Costs permitted by the Operative Documents and which correspond to and comply with specific line items in the Approved Construction Budget, and Lessor shall not allow Construction Agent to withdraw funds from such account unless and until Lessor has received timely notice from the Administrative Agent that all conditions precedent including any contingencies to the making extent not previously utilized, (ii) all construction of the relevant advance to Lessee under portion of the Lease Financed Improvements paid for by the disbursement have been either satisfied or waived completed in writing. Construction Agent will use all such proceeds only to pay or reimburse itself for the costs related to construction, including installation a good and internally allocated overheard properly allocable to the construction of a System workmanlike manner and in accordance with Construction Agent's then current accounting practicesall Requirements of Law and the Approved Plans and Specifications, as set forth (iii) each Person to be paid out of the disbursement has been paid in full or will be paid in full upon such disbursement and that each such Person has delivered duly executed lien waivers with respect to such payment, (iv) each representation and warranty of the Lessee contained in the Advance Request relating Operative Documents is true and correct in all material respects on and as of the date such disbursement is made as though made on and as of such dates, except to the extent such representations or warranties relate solely to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date, (v) no Default or Event of Default has occurred and is continuing, (vi) all covenants, agreements and conditions contained herein or in any other Operative Document required to be performed or complied with for the disbursement of such funds have been so performed or complied with, and (vii) the Construction Agent has caused the title examination with respect to the Premises to have been continued down to such funds. Iftime for discovery of any possible Liens or other objections to title intervening between the date of any relevant Title Policies and the date of such disbursement, for any reason, the aggregate cost, including Capitalized Interest and Capitalized Yield on the Notes and Certificates, respectively, such continuation search revealed no intervening Lien or other objection to complete construction of all the Systems exceeds the sum of the then available Commitments, then all such costs (including such Capitalized Interest and Capitalized Yield) in excess of the available Commitments shall be borne by Construction Agent from its own fundstitle other than Permitted Liens.