Common use of Payment of Project Costs Clause in Contracts

Payment of Project Costs. Issuer hereby agrees to pay the Project Costs, but solely from the Project Fund, and hereby authorizes and directs the Trustee to pay for the same, but solely from the Project Fund, from time to time, upon receipt by the Trustee of a certificate signed by the Authorized Tenant Representative in the form set forth in Appendix A hereto which is incorporated herein by reference, provided, however, that the Trustee shall not be obligated to make any payments hereunder if an Event of Default hereunder has occurred and is continuing. The sole obligation of Issuer under this paragraph shall be to authorize the Trustee and the Trustee is hereby directed, to make such disbursements upon receipt of such certificates. The Trustee may rely fully on any such directions and shall not be required to make any investigation in connection therewith, except that the Trustee shall investigate requests for reimbursements directly to the Tenant and shall require such supporting evidence as would be required by a reasonable and prudent trustee. Project Costs which are for the purchase and acquisition of any machinery and equipment constituting a part of the Project shall be paid upon receipt by the Trustee of a certificate signed by the Authorized Tenant Representative in the form provided by Exhibit 2 to Appendix A hereto which is incorporated herein by reference and accompanied by such additional information as the Trustee may require provided, however, that the Trustee shall not be obligated to make any payments hereunder if an Event of Default hereunder has occurred and is continuing. The sole obligation of Issuer under this Section shall be to authorize the Trustee to make such disbursements upon receipt of said certificates. The Trustee may rely fully on any such certificate and shall not be required to make any independent investigation in connection therewith, except that with respect to requests for reimbursements directly to Tenant, the Trustee shall require such supporting evidence as would be required by a reasonable and prudent trustee. All machinery, equipment and/or personal property acquired, in whole or in part, with funds from the Project Fund pursuant to this section shall be and become part of the Project.

Payment of Project Costs. Issuer hereby agrees to pay Except as otherwise provided in Section 403 of the Indenture, all Project Costs, but solely Costs and Costs of Issuance shall be paid by the Trustee from the Project Fund, and hereby authorizes and directs the Trustee to pay for the same, but solely from the Project Fund, from time to time, Fund upon receipt by the Trustee of a certificate completed request of the Obligor signed by the Authorized Tenant Representative Obligor Representative, with Bondowner Consent and containing the statements, representations and certifications set forth in the form of such request attached as Exhibit B hereto and otherwise substantially in such form. The Obligor will accept disbursements in accordance with the provisions hereof and, if made to the Obligor, will use or cause each such disbursement to be used solely for the payment of materials, labor, services, costs and expenses incurred in connection with the construction of the Project and in payment or performance of any obligation of the Obligor under the Note and for no other purpose. The Trustee’s obligation to make any disbursement including the initial disbursement of moneys from the Project Fund shall be subject to the satisfaction of the following conditions in addition to any other conditions set forth in Appendix A hereto which is incorporated herein by reference, provided, however, that this Loan Agreement: (a) There shall be no default under the Note and the Trustee shall not be obligated to make have notice of any payments hereunder if an Event of Default Default. (b) The Trustee shall have received the title policy or commitment therefor referred to in the Bond Purchase Agreement, dated as of the date hereof, by and among the Issuer, the Obligor and Union Planters Bank, N.A. as initial purchaser of the Bonds. (c) The Trustee shall make advances no more often than once a month. (d) The Obligor shall make no request for funds in excess of the amount due to material suppliers, contractors, subcontractors and suppliers of service, for the given pay period, it being the intention of the parties hereto not to create a surplus disbursement should the value of work in place, as defined in the contract documents, be in excess of the amounts actually billed by said suppliers and subcontractors. (e) The Trustee may make payments for the cost of construction of the Project directly to any contractor, subcontractor, materialman, or vendor of fixtures and equipment. (f) The Bondowners, by Bondowner Consent, shall have the right at any time to direct the Trustee to cease disbursements hereunder has occurred if, in the sole opinion of the Bondowners as evidenced by Bondowner Consent, the balance of the loan to be disbursed hereunder shall be insufficient to complete development and is continuingconstruction. The sole obligation Obligor agrees if for any reason the amount of Issuer under this paragraph such undisbursed proceeds shall at any time be or become insufficient for such purpose regardless of how such condition may be caused, the Obligor will, within five days after written request by the Trustee, deposit the deficiency with the Trustee for deposit into the Project Fund which deposit shall first be exhausted before any further disbursement of the proceeds of the Bonds shall be made. (g) In making payments and determinations pursuant to authorize this Section, the Trustee may rely upon the requests and the Trustee is hereby directed, to make such disbursements upon receipt of such certificatesaccompanying certificates and statements. The Trustee may rely fully on any such directions and shall not be required to make any investigation in connection therewith, except that the Trustee shall investigate requests for reimbursements directly to the Tenant and shall require such supporting evidence as would be required by a reasonable and prudent trustee. Project Costs which are for the purchase and acquisition of any machinery and equipment constituting a part of the Project shall be paid upon receipt by the Trustee of a certificate signed by the Authorized Tenant Representative in the form provided by Exhibit 2 to Appendix A hereto which is incorporated herein by reference and accompanied by such additional information as the Trustee may require provided, however, that the Trustee shall not be obligated to make any payments hereunder if an Event of Default hereunder has occurred and is continuing. The sole obligation of Issuer under this Section shall be to authorize the Trustee to make such disbursements upon receipt of said certificates. The Trustee may rely fully on any such certificate and shall not be required to make any independent investigation in connection therewith, except that with respect to requests for reimbursements directly to Tenant, the Trustee shall require such supporting evidence as would be required by a reasonable and prudent trustee. All machinery, equipment and/or personal property acquired, matters set forth in whole or in part, with funds from the Project Fund pursuant to this section shall be and become part of the Projectrequests.

Payment of Project Costs. Issuer hereby agrees to pay the Project Costs, but solely from the 2000 Subaccount of the Project Fund, and hereby authorizes and directs the Trustee to pay for the same, but solely from the Project Fund, from time to time, upon receipt by the Trustee of a certificate signed by the Authorized Tenant Representative in the form set forth in Appendix A hereto to the 1997 Lease, which is incorporated herein by reference, provided, however, that the Trustee shall not be obligated to make any payments hereunder if an Event of Default hereunder has occurred and is continuing. The sole obligation of Issuer under this paragraph shall be to authorize the Trustee and the Trustee is hereby directed, to make such disbursements upon receipt of such certificates. The Trustee may rely fully on any such directions and shall not be required to make any investigation in connection therewith, except that the Trustee shall investigate requests for reimbursements directly to the Tenant and shall require such supporting evidence as would be required by a reasonable and prudent trustee. Project Costs which are for the purchase and acquisition of any machinery and equipment constituting a part of the 2000 Project shall be paid upon receipt by the Trustee of a certificate signed by the Authorized Tenant Representative in the form provided by Exhibit 2 to Appendix A hereto to the 1997 Lease, which is incorporated herein by reference reference, and accompanied by such additional information as the Trustee may require provided, however, that the Trustee shall not be obligated to make any payments hereunder if an Event of Default hereunder has occurred and is continuing. The sole obligation of Issuer under this Section shall be to authorize the Trustee to make such disbursements upon receipt of said certificates. The Trustee may rely fully on any such certificate and shall not be required to make any independent investigation in connection therewith, except that with respect to requests for reimbursements directly to Tenant, the Trustee shall require such supporting evidence as would be required by a reasonable and prudent trustee. All machinery, equipment and/or personal property acquired, in whole or in part, with funds from the 2000 Subaccount of the Project Fund pursuant to this section shall be and become part of the 2000 Project.

Payment of Project Costs. Issuer hereby agrees to pay Except as otherwise provided in Section 403 of the First Supplement, all Project Costs, but solely Costs and Costs of Issuance shall be paid by the Trustee from the Series 2004 Project Fund, and hereby authorizes and directs the Trustee to pay for the same, but solely from the Project Fund, from time to time, Fund upon receipt by the Trustee of a certificate completed request of the Obligor signed by the Authorized Tenant Representative Obligor Representative, with Bondowner Consent and containing the statements, representations and certifications set forth in the form of such request attached as Exhibit B hereto and otherwise substantially in such form. The Obligor will accept disbursements in accordance with the provisions hereof and, if made to the Obligor, will use or cause each such disbursement to be used solely for the payment of materials, labor, services, costs and expenses incurred in connection with the construction of the Series 2004 Project and in payment or performance of any obligation of the Obligor under the Series 2004 Note and for no other purpose. The Trustee’s obligation to make any disbursement including the initial disbursement of moneys from the Series 2004 Project Fund shall be subject to the satisfaction of the following conditions in addition to any other conditions set forth in Appendix A hereto which is incorporated herein by reference, provided, however, that this First Supplemental Loan Agreement: (a) There shall be no default under the Series 2004 Note and the Trustee shall not be obligated to make have notice of any payments hereunder if an Event of Default Default. (b) The Trustee shall have received the title policy or commitment therefor referred to in the Bond Purchase Agreement, dated as of the date hereof, by and among the Issuer, the Obligor and Union Planters Bank, N.A. as initial purchaser of the Bonds. (c) The Trustee shall make advances no more often than once a month. (d) The Obligor shall make no request for funds in excess of the amount due to material suppliers, contractors, subcontractors and suppliers of service, for the given pay period, it being the intention of the parties hereto not to create a surplus disbursement should the value of work in place, as defined in the contract documents, be in excess of the amounts actually billed by said suppliers and subcontractors. (e) The Trustee may make payments for the cost of construction of the Series 2004 Project directly to any contractor, subcontractor, materialman, or vendor of fixtures and equipment. (f) The Bondowners, by Bondowner Consent, shall have the right at any time to direct the Trustee to cease disbursements hereunder has occurred if, in the sole opinion of the Bondowners as evidenced by Bondowner Consent, the balance of the loan to be disbursed hereunder shall be insufficient to complete development and is continuingconstruction. The sole obligation Obligor agrees if for any reason the amount of Issuer under this paragraph such undisbursed proceeds shall at any time be or become insufficient for such purpose regardless of how such condition may be caused, the Obligor will, within five days after written request by the Trustee, deposit the deficiency with the Trustee for deposit into the Series 2004 Project Fund which deposit shall first be exhausted before any further disbursement of the proceeds of the Series 2004 Bonds shall be made. (g) In making payments and determinations pursuant to authorize this Section, the Trustee may rely upon the requests and the Trustee is hereby directed, to make such disbursements upon receipt of such certificatesaccompanying certificates and statements. The Trustee may rely fully on any such directions and shall not be required to make any investigation in connection therewith, except that the Trustee shall investigate requests for reimbursements directly to the Tenant and shall require such supporting evidence as would be required by a reasonable and prudent trustee. Project Costs which are for the purchase and acquisition of any machinery and equipment constituting a part of the Project shall be paid upon receipt by the Trustee of a certificate signed by the Authorized Tenant Representative in the form provided by Exhibit 2 to Appendix A hereto which is incorporated herein by reference and accompanied by such additional information as the Trustee may require provided, however, that the Trustee shall not be obligated to make any payments hereunder if an Event of Default hereunder has occurred and is continuing. The sole obligation of Issuer under this Section shall be to authorize the Trustee to make such disbursements upon receipt of said certificates. The Trustee may rely fully on any such certificate and shall not be required to make any independent investigation in connection therewith, except that with respect to requests for reimbursements directly to Tenant, the Trustee shall require such supporting evidence as would be required by a reasonable and prudent trustee. All machinery, equipment and/or personal property acquired, matters set forth in whole or in part, with funds from the Project Fund pursuant to this section shall be and become part of the Projectrequests.

Payment of Project Costs. Issuer hereby agrees (a) All Re-Rate Project Costs shall be shared by the Parties according to pay the Re-Rate Cost Allocation Percentages, as set forth in Exhibit “A” attached hereto. (b) All Expansion Project Costs shall be shared by the Parties according to the Expansion Cost Allocation Percentages, as set forth in Exhibit “B” attached hereto. (c) The Parties agree that Project Consultant(s) will be instructed to send all invoices to Round Rock and that upon receipt of each invoice from the Project Consultant (s), Round Rock shall review the invoice and confirm that the Project Services have been completed in accordance with the request for payment. Round Rock shall also determine if the invoice is for Re-rate Project Costs or for Expansion Project Costs. (d) Upon Round Rock’s approval of each invoice for Project Costs, but solely from includ ing the determination of Re-Rate Project Costs or Expansion Project Costs, Round Rock will transmit a copy of the approved invoice to each Party’s representative on the OC. Within ten (10) business days of receipt of the invoice for payment, the members of the OC shall specify in writing to Round Rock any objections regarding the invoice for payment. If any member of the OC fails to object in writing to the invoice within the ten (10) business day period, then the Party represented by such OC member shall be deemed to have approved the invoice for payment. In the event that any member of the OC timely objects to the invoice, then the matter shall be resolved in accordance with the following procedures: (i) If the objection relates to the performance of work or services by a Project Consultant, then the OC shall exercise all rights to which it is entitled under the Project FundConsulting Contract to resolve the dispute, require correction of the defective work, and hereby authorizes and directs otherwise address the Trustee concern of the objecting member of the OC. (ii) In the event that any member of the OC objects to pay an invoice for reasons not related to the same, but solely from performance of work or services by the Project FundConsultant, from time then the OC shall endeavor in good faith to timeresolve the matter by unanimous agreement. If the OC cannot unanimously agree to the proper resolution within thirty (30) calendar days of the date of written objection, upon receipt by then the Trustee of a certificate signed by the Authorized Tenant Representative in the form set forth in Appendix A hereto which is incorporated herein by reference, invoice shall be paid as received; provided, however, that any Party may subsequently seek a determination of the Trustee shall not be obligated to make any payments hereunder if an Event dispute through the dispute resolution process set forth in Sec. 4.04 below, and the allocation of Default hereunder has occurred and is continuing. The sole obligation of Issuer under this paragraph costs between the Parties shall be adjusted in accordance with such determination. Any such request for dispute resolution must be brought within thirty (30) calendar days of the date of written objection. (iii) In the event that Project Costs exceed agreed upon estimates, then the OC must approve such overruns by unanimous agreement. If the OC cannot unanimously agree, then the matter shall be submitted to authorize the Trustee and the Trustee is hereby directed, to make such disbursements upon receipt of such certificatesCity Managers for resolutio n as set forth in Sec. 4.04. (e) The Trustee may rely fully on any such directions and shall not be required to make any investigation in connection therewith, except Parties agree that the Trustee shall investigate requests reasonable compensation cost for reimbursements directly to Round Rock’s performing the Tenant aforesaid financial administration and shall require such supporting evidence as would be required by a reasonable other general administrat ive services is the sum of $2,000 per month, beginning when the first Project Consultant Contract is executed, and prudent trustee. Project Costs which are ending with the completion of the bidding process for the purchase and acquisition of any machinery and equipment constituting a part construction of the Project (resulting in the expansion of the East Wastewater Treatment Plant to a total of 17.5 million gallons per day of additional treatment capacity), which costs shall be paid upon receipt by shared and allocated among the Trustee Parties (including Round Rock) according to the Cost Allocation Percentages set forth in Exhibit “B”. (f) In the event of a certificate signed by termination of this Agreement prior to the Authorized Tenant Representative in the form provided by Exhibit 2 to Appendix A hereto which is incorporated herein by reference and accompanied by such additional information as the Trustee may require provided, however, that the Trustee shall not be obligated to make any payments hereunder if an Event of Default hereunder has occurred and is continuing. The sole obligation of Issuer under this Section shall be to authorize the Trustee to make such disbursements upon receipt of said certificates. The Trustee may rely fully on any such certificate and shall not be required to make any independent investigation in connection therewith, except that with respect to requests for reimbursements directly to Tenant, the Trustee shall require such supporting evidence as would be required by a reasonable and prudent trustee. All machinery, equipment and/or personal property acquired, in whole or in part, with funds from the Project Fund pursuant to this section shall be and become part completion of the Project, all Parties shall provide payment of their pro rata share of the Project Costs incurred prior to and through the date of the termination.

Payment of Project Costs. Issuer hereby KDOCH agrees to pay create a separate and distinct account within the IMPACT Program Services Fund for the Project Costs, but solely from and to transfer money to such account to be available for the payment of Program Costs of the Project Fund, and hereby authorizes and directs in accordance with the Trustee Schedule of Deposit of Funds and/or Performance of In-Kind Services set forth in Exhibit C hereto. KDOCH agrees to transfer funds from time to time from such separate account in the IMPACT Program Services Fund pursuant to the IMPACT Act to the SKILL Project Bank to pay for all or part of the same, but solely Program Costs of the SKILL Project upon the receipt from the Educational Institution of a written request, satisfactory in form and content to the Secretary, requesting payment or reimbursement for the payment of Program Costs of the SKILL Project. The Educational Institution shall establish at the Project FundBank a separate and distinct account to be known as the Project Fund and shall establish therein two subaccounts to be known as the SKILL Program Services Project Account and the Remainder Account. Unless otherwise precluded by law, from time to time, upon receipt such accounts shall be interest bearing accounts. All amounts received by the Trustee of a certificate signed by the Authorized Tenant Representative Educational Institution from KDOCH from amounts on deposit in the form set forth IMPACT Program Services Fund shall be deposited into the SKILL Program Services Project Account, may be invested as hereinafter provided, and shall be withdrawn and applied only to the payment of Program Costs of the SKILL Project. The investment earnings from amounts on deposit in Appendix A hereto which is incorporated herein by referencethe SKILL Program Services Project Account shall be retained therein. Any excess on deposit in the SKILL Program Services Project Account after the earlier of (i) the completion of the Project, or (ii) the payment in full of the Program Costs of the SKILL Project shall be transferred to KDOCH for deposit into the IMPACT Program Services Fund. All amounts received from all other funding sources to be used to pay SKILL Project Costs shall be deposited into the Remainder Account, may be invested as hereinafter provided, and shall be withdrawn and applied to the payment of SKILL Project Costs not being paid from the SKILL Program Services Project Account;. provided, however, that the Trustee shall not be obligated Employer is authorized to make pay all or any payments hereunder if part of its portion of the SKILL Project Costs directly and will get credit for the same so long as the Employer includes in the Quarterly Report immediately following the date of such payment, an Event accounting of Default hereunder has occurred such payment setting forth the amount and is continuingpurpose of such payment, the date of such payment, the recipient of such payment and such other information as KDOCH may deem necessary to determine that such payment was for an authorized SKILL Project Cost. The sole obligation of Issuer under this paragraph investment earnings from amounts on deposit in the Remainder Account shall be to authorize retained therein. Any excess on deposit in the Trustee and Remainder Account after the Trustee is hereby directed, to make such disbursements upon receipt payment in full of such certificates. The Trustee may rely fully on any such directions and shall not be required to make any investigation in connection therewith, except that the Trustee shall investigate requests for reimbursements directly to the Tenant and shall require such supporting evidence as would be required by a reasonable and prudent trustee. SKILL Project Costs which are for the purchase and acquisition of any machinery and equipment constituting a part of the Project shall be paid upon receipt on a pro rata basis in accordance with the amount of their contributions to the entities and persons providing funding for the Remainder Account, or otherwise as determined by KDOCH. Amounts on deposit in the SKILL Project Fund may be invested by the Trustee of a certificate signed by the Authorized Tenant Representative Educational Institution only in the form provided by Exhibit 2 to Appendix A hereto which is incorporated herein by reference and accompanied by Qualified Investments. Any investment earnings on such additional information as the Trustee may require provided, however, that the Trustee shall not be obligated to make any payments hereunder if an Event of Default hereunder has occurred and is continuing. The sole obligation of Issuer under this Section Qualified Investments shall be to authorize deposited into the Trustee to make such disbursements upon receipt appropriate subaccount of said certificates. The Trustee may rely fully on any such certificate and shall not be required to make any independent investigation in connection therewith, except that with respect to requests for reimbursements directly to Tenant, the Trustee shall require such supporting evidence as would be required by a reasonable and prudent trustee. All machinery, equipment and/or personal property acquired, in whole or in part, with funds from the SKILL Project Fund pursuant to this section shall be and become part of the Projectfrom which such investment was made.

Payment of Project Costs. Issuer hereby agrees (a) The City shall reimburse or pay the OSI Design Costs and the OSI Construction Costs (collectively the “OSI Costs”) as more particularly provided below in a total amount not to exceed $45,020,000.00 (the “City’s Costs Cap”). USM shall pay all OSI Costs not required to be paid by the City pursuant to this Agreement. (b) In the event that USM determines that the OSI Construction Costs plus OSI Design Costs exceed the City’s Cost Cap, USM may propose changes in the scope of the On-Site Infrastructure Improvements and/or modifications to the OSI Plans (collectively, “OSI Project Modifications shall be submitted to the City for review and approval in accordance with the requirements of Article III of the Development Agreement and all Applicable Laws. If the OSI Project Modifications do not bring the OSI Costs within the City’s Cost Cap or if USM fails to secure the City’s approval of the OSI Project Modifications within ninety (90) days following USM’s original submission of the OSI Project Modifications to the City, then either Party may terminate this Agreement and the Transaction Agreements by giving notice to the other. Prior to a termination, the City shall be responsible for paying to USM all of USM’s OSI Design Costs incurred as of the date notice of termination is given. USM may nullify a termination given under this Section by agreeing to pay all OSI Costs in excess of the Project CostsCity’s Cost Cap. No construction of the On-Site Infrastructure Improvements shall commence until the Parties have agreed that the OSI Costs do not exceed the City’s Cost Cap or USM has agreed to pay any sum in excess of the City’s Cost Cap. (c) Should the City determine that it desires to expand or otherwise modify the Scope of Work as described on the OSI Exhibit, but solely USM shall make its best efforts to accommodate same taking into consideration additional time and appropriations for such expansion. (d) No more than once per month, the City shall reimburse USM for the OSI Costs in accordance with the Fee Schedule to be attached hereto as Exhibit C. Prior to the payment of any reimbursements, USM shall submit to the City paid invoices reflecting the total OSI Costs paid by USM for which USM is seeking payment. Alternatively, with respect to invoices from the Project FundOSI General Contractor, USM may submit such invoices to the City, and hereby authorizes and directs the Trustee City will pay the OSI General Contractor directly with respect to pay for the same, but solely from the Project Fund, from time to time, upon receipt by the Trustee of a certificate signed by the Authorized Tenant Representative in the form set forth in Appendix A hereto which is incorporated herein by reference, provided, however, that the Trustee shall not be obligated to make any payments hereunder if an Event of Default hereunder has occurred and is continuing. The sole obligation of Issuer under this paragraph shall be to authorize the Trustee and the Trustee is hereby directed, to make such disbursements upon receipt of such certificates. The Trustee may rely fully on any such directions and shall not be required to make any investigation in connection therewith, except that the Trustee shall investigate requests for reimbursements directly to the Tenant and shall require such supporting evidence approved invoices as would be required by a reasonable and prudent trustee. Project Costs which are for the purchase and acquisition of any machinery and equipment constituting a part of the Project total OSI Costs. USM shall be paid upon receipt also provide any supporting documentation reasonably requested by the Trustee City. City shall only pay USM’s actual costs for any elements of a certificate signed the OSI Costs performed by the Authorized Tenant Representative in the form provided third parties and billed to USM (such as utility work performed by Exhibit 2 to Appendix A hereto which is incorporated herein by reference and accompanied by such additional information as the Trustee may require provided, however, that the Trustee shall not be obligated to make any payments hereunder if an Event of Default hereunder has occurred and is continuingDominion Virginia Power). The sole obligation of Issuer under this Section City shall be have the right to authorize the Trustee to make such disbursements upon receipt of said certificates. The Trustee may rely fully on any such certificate audit USM’s books and shall not be required to make any independent investigation in connection therewith, except that records with respect to requests OSI Costs in order to confirm that all OSI Costs submitted for reimbursements directly payment are in accordance with the Final Price and relate solely to Tenantthe performance of the On-Site Infrastructure Improvements. Within twenty days of invoice submittal, the Trustee City shall require approve or reject the OSI Costs so invoiced and within ten (10) days after the City’s approval of such supporting evidence OSI Costs, the City shall reimburse USM an amount equal to the amount of all invoiced OSI Costs documented by USM in accordance with the Final Price and any Change Orders (as would be defined below), previously unpaid by the City, up to the City’s Cost Cap. The City may reject any OSI Costs so invoiced only if reasonable to do so and notice of such rejection is given to USM within twenty (20) days of invoice submittal. USM may re-submit such rejected invoice amounts for reimbursement with documentation of such OSI Costs. If any invoice amounts submitted are disputed by the City, the City will otherwise pay all other undisputed invoice amounts in a timely manner. With each submittal, USM shall provide any lien waivers to the City reasonably required by a reasonable and prudent trustee. All machinery, equipment and/or personal property acquired, in whole or in part, with funds from the Project Fund pursuant OSI General Contractor for previous amounts invoiced. If the City fails to timely make any payment required to be made by it in accordance with this section Agreement, and such failure continues for ten (10) Business Days after City’s receipt of written notice of such failure from USM, all such past due amounts shall bear interest at the statutory rate of interest in the Commonwealth of Virginia from the date due until paid and USM shall have the right to stop work on the OSI Plans and/or construction of the On-Site Infrastructure Improvements Any time between the date upon which USM stops any such work and the date upon which it recommences the same following receipt of the subject amounts due and payable by the City shall be a City Delay. (e) Notwithstanding any provision herein to the contrary, the City’s Cost Cap does not include a City budgeted contingency and become part any changes to the approved OSI Plans or the Final Price (including any changes resulting from unforeseen conditions) shall be addressed through Change Orders as provided under Section 5 of the Projectthis Agreement.

Payment of Project Costs. Issuer hereby agrees (a) The amounts deposited from time to time and held by the Trustee in the Project Funds shall be applied in accordance with the Loan Agreement to pay the Project Costs, but solely Allowable Costs permitted to be paid or reimbursed from the Project FundFunds by the Trustee as provided in the Loan Agreement and the Supplement. Amounts advanced by the Director under the LDI Loan shall be applied to pay Allowable Costs. (b) Landlord and Tenant in its capacity as Construction Agent acknowledge that neither has any right to funds held by the Trustee in the Project Funds other than as provided in the Loan Agreement and the Supplement. Landlord and Tenant in its capacity as Construction Agent acknowledge that neither has any right to the LDI Loan other than as provided in the Loan Agreement. Tenant in its capacity as Construction Agent shall not have any right to receive disbursement from the Trustee unless there is substantial compliance with all disbursement requirements under the Loan Agreement, the Supplement and hereby authorizes this Lease Agreement. Tenant in its capacity as Construction Agent shall not have any right to receive disbursement from the Director of the LDI Loan unless there is substantial compliance with all disbursement requirements under the Loan Agreement and directs this Lease Agreement. No disbursements shall be made while an Event of Default exists and is continuing by Tenant in its capacity as the Construction Agent, or the Guarantors, or an Event of Default exists and is continuing under this Lease Agreement, any of the other Operative Documents or under the Loan Documents, unless Landlord and the Director agree to particular disbursements. Each request for disbursement from the Trustee shall be in accordance with the terms of the Loan Agreement and the Supplement. In the event that any disbursement shall be delayed or denied, Tenant shall nonetheless have the duty and obligation to pay all costs and expenses related to the Provision of the Project, the Adjacent Hangar Demolition and the Related Area Improvements. (c) All requests for disbursement from the Project Funds shall be made by Tenant in its capacity as Construction Agent to the Trustee by submission of (i) a Disbursement Request Form signed by Tenant in its capacity as Construction Agent, substantially in the form attached as Appendix C to this Exhibit E (or otherwise complying in substance with the requirements of this Lease Agreement and the Loan Agreement), approved by the Director. (d) Tenant in its capacity as Construction Agent shall submit a duplicate of each Disbursement Request Form submitted to the Trustee to pay for the sameAuthorized Borrower Representative at the same time as they are submitted to the Trustee. (e) The Director does not assume, but solely and is hereby expressly released and discharged by Tenant from, any and all liability or responsibility whatsoever that might or could arise out of the approval of disbursements from the Trustee or as to the method, manner or application of such disbursements, or as to any liens whatsoever that might attach to or be filed against the Project. (f) Disbursements from the Project Fund, from time to time, upon receipt Funds and by the Trustee Director of a certificate signed proceeds of the LDI Loan for payment of Allowable Costs (“Construction Draws”), shall be made only upon request by Tenant in its capacity as Construction Agent and shall be made to the Authorized Tenant Representative in the form parties set forth in Appendix A hereto which the Disbursement Request Form, and Tenant in its capacity as Construction Agent shall make certain such disbursement is incorporated herein by reference, made in a manner that makes it clear that the payments are being made on behalf of Landlord; provided, however, that the Trustee shall not be obligated to make any payments hereunder if an Event of Default hereunder has occurred and is continuing. The sole obligation of Issuer under this paragraph disbursements for all Allowable Costs shall be to authorize the Trustee and the Trustee is hereby directed, to make such disbursements upon receipt of such certificates. The Trustee may rely fully on any such directions and shall not be required to make any investigation in connection therewith, except that the Trustee shall investigate requests for reimbursements directly subject to the Tenant Director’s approval and shall require such supporting evidence as would be required by a reasonable all other Terms and prudent trusteeConditions of Disbursement. Project Costs which are for the purchase and acquisition of any machinery and equipment constituting a part of the Project Construction Draw requests shall be paid upon receipt made by the Trustee of a certificate signed by the Authorized Tenant Representative in the form provided by Exhibit 2 to Appendix A hereto which is incorporated herein by reference and accompanied by such additional information its capacity as the Trustee may require provided, however, that the Trustee shall Construction Agent not be obligated to make any payments hereunder if an Event of Default hereunder has occurred and is continuing. The sole obligation of Issuer under this Section shall be to authorize the Trustee to make such disbursements upon receipt of said certificates. The Trustee may rely fully on any such certificate and shall not be required to make any independent investigation in connection therewith, except that with respect to requests for reimbursements directly to Tenant, the Trustee shall require such supporting evidence as would be required by a reasonable and prudent trustee. All machinery, equipment and/or personal property acquired, in whole or in part, with funds from the Project Fund pursuant to this section shall be and become part of the Projectmore than once each calendar month.