Common use of Project Fund Clause in Contracts

Project Fund. The Issuer shall maintain the Project Fund in the custody of the Trustee, to the credit of which deposits are to be made as required by the provisions of Section 3.1 hereof. (a) Moneys held in the Project Fund representing proceeds of the sale of the Expenditure Agreement shall be disbursed by the Trustee in accordance with the provisions of this Section 4.3 to pay the costs of the Projects, including the issuance costs of the Expenditure Agreement. Subject to the provisions below and to any applicable representations, warranties and covenants contained in the Indenture or the Financing Agreement, disbursements from the Project Fund shall be made only to pay (or to reimburse the Foundation for payment of) costs of the Projects, as the case may be, as follows: (1) Costs incurred directly or indirectly for or in connection with the acquisition, construction, expansion, equipping, installation or improvement of the Projects, as the case may be, including: costs incurred with respect to preliminary planning and studies; architectural, legal, engineering, accounting, consulting, supervisory and other services; labor, services and materials; and recording of documents and title work; (2) 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, as the case may be; (3) Financial, legal, accounting, charges and expenses, and all other fees, charges and expenses incurred in connection with the authorization, sale, issuance and delivery of the Expenditure Agreement, including, without limitation, the fees and expenses of the Issuer, Issuer’s Counsel, Bond Counsel, Foundation’s Counsel, Financial Advisor to the Issuer, and the Trustee (the “Costs of Issuance”); and (4) Any other incidental and necessary costs, expenses, fees and charges relating to the acquisition, construction, expansion, equipping, installation or improvement of the Projects, as the case may be. Promptly after the proceeds from the sale of the Expenditure Agreement are deposited into the Project Fund, the Trustee shall pay the Costs of Issuance from such funds. Any further disbursements from the Project Fund described above to pay such fees, costs or expenses or to reimburse the Foundation for the payment of such fees, costs or expenses, other than Costs of Issuance, shall be made by the Trustee only upon the written order of the Foundation. Each such written order shall be in the form of the disbursement request attached hereto as Exhibit A and shall be consecutively numbered and accompanied by invoices or other appropriate documentation supporting the payments or reimbursements requested. (b) The Trustee shall cause to be kept and maintained adequate records pertaining to the Project Fund and all disbursements therefrom. If requested by the Foundation or the Issuer, the Trustee shall file copies of the records pertaining to the Project Fund and all disbursements from such fund with the Issuer and the Foundation. (c) If, after payment of all costs of the Project requested by the Foundation, there shall remain any balance of moneys in the Project Fund, the Issuer shall transfer all moneys then in such Project Fund to the Expenditure Agreement Fund.

Project Fund. The Issuer shall Trustee hereby agrees to establish and maintain so long as any Bonds are Outstanding the Project Fund and, within the Project Fund, a Project Account for each Series of Bonds (the initial payment into which is provided for in the custody of the Trustee, to the credit of which deposits are to be made as required by the provisions of Section 3.1 hereof. (a) Moneys held 3.01). The moneys in the Project Fund representing proceeds of the sale of the Expenditure Agreement shall be disbursed by the Trustee upon the Written Request of the County in accordance substantially the form of Exhibit B hereto filed with the provisions Trustee, for the payment of this Section 4.3 Project Costs relating to the Project. Before any payment is made from the Project Fund, there shall be filed with the Trustee a Written Request of the County showing with respect to each payment to be made: (i) the item number of the payment; (ii) the name of the person to whom payment is due; (iii) the amount to be paid; and (iv) the purpose for which the obligation to be paid was incurred. Each such Written Request shall be sufficient evidence to the Trustee and shall state: (a) that obligations in the stated amounts have been incurred by the County, and that each item thereof is a proper charge against the Project Fund and has not been the subject of a prior requisition; and (b) that there has not been filed with or served upon the County notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to any of the persons named in such Written Request, which has not been released or will not be released simultaneously with the payment of such obligation, other than materialmen’s or mechanics’ liens accruing by mere operation of law. Upon receipt of each such Written Request, the Trustee will pay the costs amount set forth in such Written Request as directed by the terms thereof. The Trustee need not make any such payment if it has received notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the Projectsmoneys to be so paid, including the issuance costs of the Expenditure Agreementwhich has not been released or will not be released simultaneously with such payment. Subject to the provisions below and to any applicable representations, warranties and covenants contained All interest earnings on amounts on deposit in the Indenture or the Financing Agreement, disbursements from the Project Fund shall be made only to pay (or to reimburse deposited therein. Upon the Foundation for payment of) costs completion of the Projects2015 Project, any amounts remaining in the 2015 Series A Project Account shall be expended on Capital Projects as specified by the case may beCounty, as follows: (1) Costs incurred directly or indirectly for or in connection with the acquisition, construction, expansion, equipping, installation or improvement of the Projects, as the case may be, including: costs incurred with respect to preliminary planning and studies; architectural, legal, engineering, accounting, consulting, supervisory and other services; labor, services and materials; and recording of documents and title work; (2) 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 subject to the Projects, as the case may be; (3) Financial, legal, accounting, charges and expenses, and all other fees, charges and expenses incurred in connection with the authorization, sale, issuance and delivery of the Expenditure Agreement, including, without limitation, the fees and expenses of the Issuer, Issuer’s Counsel, Bond Counsel, Foundation’s Counsel, Financial Advisor to the Issuer, and the Trustee (the “Costs of Issuance”); and (4) Any other incidental and necessary costs, expenses, fees and charges relating to the acquisition, construction, expansion, equipping, installation or improvement of the Projects, as the case may be. Promptly after the proceeds from the sale of the Expenditure Agreement are deposited into the Project Fund, the Trustee shall pay the Costs of Issuance from such funds. Any further disbursements from the Project Fund described above to pay such fees, costs or expenses or to reimburse the Foundation for the payment of such fees, costs or expenses, other than Costs of Issuance, shall be made receipt by the Trustee only upon Authority of an Opinion of Counsel that such expenditures will not cause the written order of interest on the Foundation. Each such written order shall be in the form of the disbursement request attached hereto as Exhibit A and shall be consecutively numbered and accompanied by invoices or other appropriate documentation supporting the payments or reimbursements requested. (b) The Trustee shall cause 2015 Bonds to be kept and maintained adequate records pertaining to the Project Fund and all disbursements therefrom. If requested by the Foundation or the Issuer, the Trustee shall file copies included in gross income for purposes of the records pertaining to the Project Fund and all disbursements from such fund with the Issuer and the Foundationfederal income taxation. (c) If, after payment of all costs of the Project requested by the Foundation, there shall remain any balance of moneys in the Project Fund, the Issuer shall transfer all moneys then in such Project Fund to the Expenditure Agreement Fund.

Project Fund. (A) The Issuer Trust shall maintain the Project Fund in the custody of the Trustee, to the credit of which deposits are to be made as required by the provisions of Section 3.1 hereof. (a) Moneys held deposit in the Project Fund representing proceeds such amounts as shall be stated in the applicable Supplemental Trust Agreement, and subject to final allocation as set forth in a certificate of an Authorized Officer. Moneys in the sale of the Expenditure Agreement Project Fund shall be disbursed by the Master Trustee pursuant to a written direction of an Authorized Officer of the Trust for Costs of the applicable Projects or the refinancing of such Costs in accordance with the provisions of this Section 4.3 to pay Act, the costs of Clean Water Act, the ProjectsDrinking Water Act, including as applicable, the issuance costs of DEP Regulations and the Expenditure Agreementapplicable Financing Agreements and Regulatory Agreements. Subject The Trust shall maintain records as to the provisions below amounts allocable to each Borrower and shall only requisition moneys for the account of a particular Borrower to any applicable representations, warranties and covenants contained the extent set forth in the Indenture or the applicable Financing Agreement. (B) The Trust may direct the transfer of moneys between accounts, disbursements if any, in the Project Fund pursuant to a written certificate of an Authorized Officer. (C) When all Costs of a particular Project to be paid from the Project Fund have been so paid, as evidenced by a certificate of an Authorized Officer of the Trust delivered to the Master Trustee, or when otherwise directed herein, any amount remaining unexpended in the Project Fund allocable to such Project shall be made only to pay (or to reimburse the Foundation for payment of) costs of the Projects, as the case may be, as follows: either (1) Costs incurred directly or indirectly for or in connection with applied to the acquisition, construction, expansion, equipping, installation or improvement prepayment of the Projectsapplicable Loan and transferred by the Master Trustee to either (i) the Senior Redemption Fund or Subordinate Redemption Fund or (ii) applied to Costs of other Projects to the extent permitted under the Clean Water Act or the Drinking Water Act, as applicable, and the case may beDEP Regulations (upon delivery to the Master Trustee of an original executed counterpart of an amendment or supplement to the applicable Financing Agreement and Regulatory Agreement), including: costs incurred with respect to preliminary planning and studies; architectural, legal, engineering, accounting, consulting, supervisory and other services; labor, services and materials; and recording of documents and title work; or (2) Costs incurred directly or indirectly in seeking to enforce any remedy applied as a credit against any contractor Borrower Payments then or subcontractor in respect of any actual or claimed default thereafter due under any contract relating the applicable Financing Agreement and transferred by the Master Trustee to the ProjectsRevenue Fund or the Senior Debt Service Fund or Subordinate Debt Service Fund (as directed by the Trust), as the case may be; or (3) Financial, legal, accounting, charges and expenses, and all other fees, charges and expenses incurred in connection with the authorization, sale, issuance and delivery any combination of the Expenditure Agreementforegoing, includingas directed in a certificate of an Authorized Officer of the Trust delivered to the Master Trustee. Notwithstanding the foregoing provisions of this Paragraph (C), without limitationno moneys remaining in a Project Fund upon final disbursement therefrom for Costs of the applicable Project may be transferred by the Master Trustee to the Revenue Fund or to the Senior Debt Service Fund or Subordinate Debt Service Fund unless the written direction of an Authorized Officer of the Trust is accompanied by an opinion of Bond Counsel to the effect that such transfer will not adversely affect the exclusion from gross income of interest on any Bonds Outstanding for federal income tax purposes. (D) Notwithstanding anything in this Section to the contrary, upon the written direction of an Authorized Officer of the Trust, the fees and expenses of the Issuer, Issuer’s Counsel, Bond Counsel, Foundation’s Counsel, Financial Advisor to the Issuer, and the Trustee (the “Costs of Issuance”); and (4) Any other incidental and necessary costs, expenses, fees and charges relating to the acquisition, construction, expansion, equipping, installation or improvement of the Projects, as the case may be. Promptly after the proceeds from the sale of the Expenditure Agreement are deposited into the Project Fund, the Master Trustee shall pay transfer the Costs of Issuance from such funds. Any further disbursements from amount on deposit in the Project Fund described above allocable to pay such feesa particular Borrower to the Senior Debt Service Fund or Subordinate Debt Service Fund, costs or expenses or to reimburse the Foundation as applicable, any amounts necessary for the payment of such fees, costs any Borrower Payments due and unpaid on the related Loan or expenses, any other than Costs of Issuance, shall be made by the Trustee only upon the written order of the Foundation. Each such written order shall be in the form of the disbursement request attached hereto as Exhibit A and shall be consecutively numbered and accompanied by invoices or other appropriate documentation supporting the payments or reimbursements requested. (b) The Trustee shall cause to be kept and maintained adequate records pertaining outstanding Loan to the Project Fund and all disbursements therefrom. If requested by the Foundation or the Issuer, the Trustee shall file copies of the records pertaining same Borrower to the Project Fund extent that at such time no moneys are available therefor in any other Funds and all disbursements from such fund with Accounts established hereunder or under the Issuer and the Foundationapplicable Financing Agreement. (c) If, after payment of all costs of the Project requested by the Foundation, there shall remain any balance of moneys in the Project Fund, the Issuer shall transfer all moneys then in such Project Fund to the Expenditure Agreement Fund.

Project Fund. The Issuer shall maintain (A) In addition to moneys deposited in the Project Fund in from the custody proceeds of sale of the TrusteeBonds pursuant to Section 402 hereof, there shall be deposited into the Project Fund all other moneys received by the Trustee under or pursuant to this Indenture or the credit of which deposits other Financing Documents which, by the terms hereof or thereof, are to be made as required deposited in the Project Fund. (B) Moneys on deposit in the Project Fund shall be disbursed and applied by the Trustee to pay the Costs of the Project pursuant to the provisions of Section 3.1 hereof4.3 of the Installment Sale Agreement, this Section 404, and the applicable provisions of the Reimbursement Agreement. The Trustee is hereby authorized and directed to disburse moneys from the Project Fund upon receipt by the Trustee of a Request for Disbursement, in substantially the form attached hereto as Exhibit C, certified to by an Authorized Representative of the Company and approved in writing by the Bank in accordance with the applicable provisions of this Indenture, the Reimbursement Agreement and the Installment Sale Agreement. (aC) Moneys All earnings on amounts held in the Project Fund representing proceeds of the sale of the Expenditure Agreement shall be disbursed deposited by the Trustee in accordance with into the provisions Project Fund. (1) Except for any amount retained for the payment of this Section 4.3 to pay the costs incurred and unpaid items of the Projects, including the issuance costs Cost of the Expenditure Agreement. Subject Project, after the Completion Date, all moneys in the Project Fund (in excess of any amount required to be transferred to the provisions below Rebate Fund pursuant to Section 407 hereof and to any applicable representations, warranties and covenants contained in the Indenture or the Financing Agreement, disbursements Tax Documents) shall be transferred from the Project Fund shall to the Bond Fund and be made only applied as soon as possible to pay (or to reimburse the Foundation for payment of) costs redemption of the Projects, as the case may be, as follows: (1) Costs incurred directly or indirectly for or Bonds in connection accordance with the acquisition, construction, expansion, equipping, installation or improvement of the Projects, as the case may be, including: costs incurred with respect to preliminary planning and studies; architectural, legal, engineering, accounting, consulting, supervisory and other services; labor, services and materials; and recording of documents and title work;Article III hereof. (2) Costs incurred directly or indirectly In the event the unpaid principal amount of the Bonds shall be accelerated upon the occurrence of an Event of Default, the balance in seeking to enforce any remedy against any contractor or subcontractor the Project Fund (in respect excess of any actual or claimed default under any contract relating amount required to be transferred to the Projects, as the case may be; (3) Financial, legal, accounting, charges and expenses, and all other fees, charges and expenses incurred in connection with the authorization, sale, issuance and delivery of the Expenditure Agreement, including, without limitation, the fees and expenses of the Issuer, Issuer’s Counsel, Bond Counsel, Foundation’s Counsel, Financial Advisor Rebate Fund pursuant to the Issuer, Section 407 hereof and the Trustee (the “Costs of Issuance”); and (4Tax Documents) Any other incidental and necessary costs, expenses, fees and charges relating to the acquisition, construction, expansion, equipping, installation or improvement of the Projects, as the case may be. Promptly after the proceeds from the sale of the Expenditure Agreement are deposited into the Project Fund, the Trustee shall pay the Costs of Issuance from such funds. Any further disbursements be transferred from the Project Fund described above to pay such fees, costs or expenses or to reimburse the Foundation for the payment of such fees, costs or expenses, other than Costs of Issuance, shall be made by the Trustee only upon the written order of the Foundation. Each such written order shall be in the form of the disbursement request attached hereto Bond Fund as Exhibit A soon as possible and shall be consecutively numbered used to pay the principal of, premium, if any, on and accompanied by invoices or other appropriate documentation supporting interest on the payments or reimbursements requestedBonds. (bE) The Trustee shall cause to be kept and maintained maintain adequate records pertaining to the Project Fund and all disbursements therefrom. If requested by , and shall, upon request and within sixty (60) days after the Foundation or Completion Date, file an accounting thereof with the Issuer, the Trustee shall file copies of the records pertaining to the Project Fund and all disbursements from such fund with the Issuer Company and the FoundationBank. (c) If, after payment of all costs of the Project requested by the Foundation, there shall remain any balance of moneys in the Project Fund, the Issuer shall transfer all moneys then in such Project Fund to the Expenditure Agreement Fund.

Project Fund. The Issuer shall maintain the Project Fund in the custody of the Trustee, to the credit of which deposits are to be made as required by the provisions of Section 3.1 hereof. (a) Moneys held Money in the Project Fund representing proceeds of the sale of the Expenditure Agreement shall be disbursed by the Trustee in accordance with the provisions of Section 3.6 of the Loan Agreement (which Section 3.6 shall be considered incorporated herein by this reference) and this Section 4.3 to pay 4.04. Upon the costs deposit of Collateral Payments in the ProjectsCollateral Fund as provided in Section 4.06 hereof, including the issuance costs of the Expenditure Agreement. Subject and subject to the provisions below and to any applicable representationsof this Section 4.04, warranties and covenants contained the Trustee shall disburse the Bond proceeds on deposit in the Indenture Project Fund for use by the Borrower to pay Project Costs in accordance with Section 3.6 of the Loan Agreement. To the extent money is not otherwise available to the Trustee, including money on deposit in the Bond Fund or the Financing AgreementCollateral Fund, disbursements the Trustee shall transfer from the Project Fund to the Bond Fund sufficient money to make the necessary interest and principal payments on each Interest Payment Date without further written direction. Except as described in the preceding sentence, funds on deposit in the Project Fund shall be made only used exclusively to pay (or to reimburse the Foundation for payment of) costs of the Projects, as the case may be, as follows: (1) Costs incurred directly or indirectly for or in connection with the acquisition, construction, expansion, equipping, installation or improvement of the Projects, as the case may be, including: costs incurred with respect to preliminary planning and studies; architectural, legal, engineering, accounting, consulting, supervisory and other services; labor, services and materials; and recording of documents and title work; (2) 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, as the case may be; (3) Financial, legal, accounting, charges and expenses, and all other fees, charges and expenses incurred in connection with the authorization, sale, issuance and delivery of the Expenditure Agreement, including, without limitation, the fees and expenses of the Issuer, Issuer’s Counsel, Bond Counsel, Foundation’s Counsel, Financial Advisor to the Issuer, and the Trustee (the “Costs of Issuance”); and (4) Any other incidental and necessary costs, expenses, fees and charges relating to the acquisition, construction, expansion, equipping, installation or improvement of the Projects, as the case may beProject Costs. Promptly after the proceeds from the sale of the Expenditure Agreement are deposited into the Project Fund, the Trustee shall pay the Costs of Issuance from such funds. Any further disbursements from the Project Fund described above to pay such fees, costs or expenses or to reimburse the Foundation for the payment of such fees, costs or expenses, other than Costs of Issuance, shall be made by the Trustee only upon the written order of the Foundation. Each such written order shall be in the form of the disbursement request attached hereto as Exhibit A and shall be consecutively numbered and accompanied by invoices or other appropriate documentation supporting the payments or reimbursements requested. (b) The Trustee shall cause to be kept and maintained adequate records pertaining to the Project Fund and all disbursements therefrom. If requested by the Foundation Issuer, the Borrower or the IssuerFederal Tax Credit Investor, after the Project has been completed and a Completion Certificate is filed as provided in Section 4.07 hereof, the Trustee shall file copies of the records pertaining to the Project Fund and all disbursements from such fund therefrom with the Issuer and the Foundation. (c) If, after payment of Borrower. The Trustee shall satisfy this obligation by providing trust statements for all costs of the Project requested by the Foundation, periods in which there shall remain any balance of moneys are funds in the Project Fund. Notwithstanding any provision of the Loan Agreement or any other provision of this Indenture to the contrary, the Issuer Trustee shall not disburse money from the Project Fund, other than to pay Bond Service Charges on the Bonds, unless and until Collateral Payments or other Eligible Funds in an amount equal to or greater than the requested disbursement amount have been deposited in the Collateral Fund. Prior to making any disbursement (except to the extent necessary to pay Bond Service Charges), the Trustee shall determine that the aggregate principal amount that will be held in (a) the Collateral Fund and (b) the Project Fund, after the anticipated disbursement, is at least equal to the then-Outstanding principal amount of the Bonds provided that upon receipt of a Collateral Payment, Trustee shall, prior to the close of business on the date of receipt of such Collateral Payment, either (a) disburse Bond proceeds from the Project Fund in accordance with the applicable Disbursement Request or (b) return the Collateral Payment via wire transfer to the party depositing the Collateral Payment. On the Maturity Date, if and to the extent that amounts held in the Bond Fund after the transfer from the Collateral Fund pursuant to the penultimate paragraph of Section 4.06 are insufficient to pay Bond Service Charges, the Trustee shall transfer all moneys any amounts then on deposit in such the Project Fund into the Bond Fund to pay Bond Service Charges on the Bonds. Upon the occurrence and continuance of an Event of Default hereunder because of which the principal amount of the Bonds has been declared to be due and immediately payable pursuant to Section 6.03 hereof, any money remaining in the Project Fund shall be promptly transferred by the Trustee to the Expenditure Agreement Bond Fund.. OHSUSA:763098104.5

Project Fund. The Issuer On the date of delivery of the Bonds, the Bond proceeds (excluding accrued and capitalized interest in accordance with Section 502 of the Indenture) shall maintain be deposited in the Project Fund with the Trustee. The Authority and Trustee covenant and agree upon receipt of the Bond proceeds, that the Project Fund shall be established and maintained as trust account in the custody of the Trustee, to the credit of which deposits are to be made as required by the provisions of Section 3.1 hereof. (a) Moneys held in the Project Fund representing proceeds Trustee separate and apart from all other funds of the sale Authority, the Letter of the Expenditure Agreement shall be disbursed by the Trustee Credit Bank and Owner. The funds on deposit in accordance with the provisions of this Section 4.3 to pay the costs of the Projects, including the issuance costs of the Expenditure Agreement. Subject to the provisions below and to any applicable representations, warranties and covenants contained in the Indenture or the Financing Agreement, disbursements from the Project Fund shall be made only to pay (or to reimburse the Foundation for payment of) costs of the Projects, as the case may be, as follows: (1) Costs incurred directly or indirectly for or in connection with the acquisition, construction, expansion, equipping, installation or improvement of the Projects, as the case may be, including: costs incurred with respect to preliminary planning and studies; architectural, legal, engineering, accounting, consulting, supervisory and other services; labor, services and materials; and recording of documents and title work; (2) 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, as the case may be; (3) Financial, legal, accounting, charges and expenses, and all other fees, charges and expenses incurred in connection with the authorization, sale, issuance and delivery of the Expenditure Agreement, including, without limitation, the fees and expenses of the Issuer, Issuer’s Counsel, Bond Counsel, Foundation’s Counsel, Financial Advisor to the Issuer, and the Trustee (the “Costs of Issuance”); and (4) Any other incidental and necessary costs, expenses, fees and charges relating to the acquisition, construction, expansion, equipping, installation or improvement of the Projects, as the case may be. Promptly after the proceeds from the sale of the Expenditure Agreement are deposited into the Project Fund, the Trustee shall pay the Costs of Issuance from such funds. Any further disbursements from the Project Fund described above to pay such fees, costs or expenses or to reimburse the Foundation for the payment of such fees, costs or expenses, other than Costs of Issuance, shall be made expended by checks issued by the Trustee only upon on the written order basis of requisitions to pay Project Costs. Such requisitions shall be originated, approved and executed by the FoundationAuthorized Owner Representative, Authorized Authority Representative and Architect or Engineer, if appropriate, in that order. Each such written order Such requisitions shall be in the form of the disbursement request Payment Requisition attached hereto to this Loan Agreement (with such revisions as Exhibit A and may be approved by Bond Counsel), shall be consecutively numbered and accompanied by invoices or other appropriate documentation supporting the payments or reimbursements requested. (b) The Trustee shall cause orders to be kept paid as determined by Owner; PROVIDED, HOWEVER, until the general contractor has been selected for project construction and maintained adequate records pertaining its performance bond approved by Underwriter, evidence of which shall be delivered to Trustee, not in excess of $400,000 of the monies available in the Project Fund shall be disbursed. Should the general contractor not be selected and its performance bond tendered to Underwriter for approval prior to January 12, 1987, the Bonds will be subject to extraordinary mandatory redemption as provided in the Bonds. As required by Section 178(D) of the Public Trust Act, the Authority shall report to the Board all disbursements therefromexpenditures made from the Project Fund, by means of a copy, forwarded by the Trustee to the Board, of all requisitions paid from the Project Fund or such other means to convey the information as determined by Trustee. The Owner will cause the Facilities to be acquired, constructed and equipped with all reasonable dispatch. The Owner represents that all such Facilities were ordered from the vendor, supplier or manufacturer thereof, or acquisition, construction, or development thereof was initiated subsequent to the date of the Inducement Resolution. If requested by the Foundation or the Issuerat any time prior to Completion Date, the Trustee shall file copies of shall, in its option, determine that the records pertaining to undisbursed funds in the Project Fund and all disbursements from such fund with are insufficient to pay the Issuer and then remaining Project Costs, the Foundation. (c) IfTrustee may, after payment of all costs of but shall be under no obligation to do so, require the Project requested by the Foundation, there shall remain any balance of moneys Owner to deposit in the Project Fund, such sum or sums which when added to the Issuer funds on deposit therein, shall transfer be adequate in the Trustee’s opinion, to pay the then remaining Project Costs. Failure of the Owner to make such a deposit within ten (10) days (or in all moneys then events by August 31, 1989) after written demand therefor by the Trustee shall constitute a Default. The Owner recognizes that the Trustee shall have the right under this Section to require deposit of funds by the Owner in such the Project Fund any time after the issuance of the Bonds and prior to the Expenditure Agreement Completion Date. Provided the Authority and Owner are otherwise in compliance with the terms and conditions of this Loan Agreement, the Trustee shall not be obligated to make any or further disbursements from the Project Fund, or to allow Payment Requisitions to be paid, if a Default exists and remains uncured or unwaived. The Project Fund shall be kept in the Trustee, shall be held in a separate and special trust account for the benefit of the Bondholders and shall not be subject to lien or attachment by any creditor of the Trustee, Letter of Credit Bank, Authority or Owner. Such funds shall constitute part of the Trust Estate and be subject to the lien thereon of the Indenture.

Project Fund. The Issuer shall maintain 1. There is hereby created and established a special trust fund to be designated "KeySpan Generation LLC 1999 Series A Project Fund" (hereinafter referred to as the "Project Fund in the custody of Fund") to be held by the Trustee, to the credit of which deposits are to be made as required by the provisions of Section 3.1 hereof. (a) Moneys held . All income or gain on monies deposited in the Project Fund representing proceeds of the sale of the Expenditure Agreement shall be disbursed by the Trustee in accordance with the provisions of this Section 4.3 to pay the costs of the Projects, including the issuance costs of the Expenditure Agreement. Subject to the provisions below and to any applicable representations, warranties and covenants contained in the Indenture or the Financing Agreement, disbursements from the Project Fund shall be made only retained therein. 2. There shall be deposited into the Project Fund the proceeds of the Bonds issued hereunder, net of underwriter's discount and accrued interest, if any, which, pursuant to Section 2.02.6 of this Indenture, is to be used and applied together with other moneys advanced by the Company to the prepayment of the KeySpan Notes, the proceeds of which prepayment are to be used to pay (or to reimburse the Foundation for payment of) costs redemption price of the ProjectsPrior Bonds. The accrued interest, as if any, on the case may beBonds shall be deposited in the Interest Account of the Bond Fund. 3. The monies on deposit from time to time in the Project Fund shall be held under this Indenture, as followsbut shall not be subject to the liens, pledges, charges, assignments and trusts created hereby for the security and benefit of the Holders of the Bonds and shall not be available for the payment of Bonds within the meaning of the Indenture, and shall be used and applied solely for the purpose of financing the prepayment of the KeySpan Notes and in accordance with the remaining provisions of this Section and any excess shall be used for the cost of issuance of the Bonds. 4. The Trustee is authorized and directed to make payments from the Project Fund which together with moneys advanced by the Company will be sufficient to pay the principal amount and interest payment due under the KeySpan Notes (the "Prepayment Price") or costs incurred in connection therewith and the refunding of the Prior Bonds, upon the order of the Company, but only upon receipt from time to time of requisitions signed by an Authorized Company Representative, stating with respect to each payment to be made from the Project Fund: (1a) Costs incurred directly or indirectly for or in connection with the acquisition, construction, expansion, equipping, installation or improvement of the Projects, as the case may be, including: costs incurred with respect to preliminary planning and studies; architectural, legal, engineering, accounting, consulting, supervisory and other services; labor, services and materials; and recording of documents and title workrequisition number; (2b) Costs incurred directly or indirectly in seeking to enforce any remedy against any contractor or subcontractor in respect the nature of any actual or claimed default under any contract relating to the Projects, as the case may bedisbursement; (3c) Financialthe payee, legalwith address, accountingwhich may be the Company in the case of reimbursements for advances and payments made by the Company; (d) the amount of such payment; (e) that the disbursement will be used to pay, charges and expensesor reimburse the Company for, and all other fees, charges and expenses part of the Prepayment Price or costs incurred in connection with the authorization, sale, issuance and delivery prepayment of the Expenditure Agreement, including, without limitation, KeySpan Notes and the fees and expenses redemption of the Issuer, Issuer’s Counsel, Bond Counsel, Foundation’s Counsel, Financial Advisor to the Issuer, and the Trustee (the “Costs of Issuance”)Prior Bonds; and (4f) Any other incidental and necessary coststhat the disbursement will not be used in a manner that would result in a violation of any representation or any covenant contained in Section 5.4 of the Participation Agreement or be contrary to any material representation or warranty contained in the Tax Regulatory Agreement. 5. For seven years from the dates thereof, expensesthe Trustee shall retain in its possession all requisitions received by it as herein required, fees and charges relating subject to the acquisition, construction, expansion, equipping, installation or improvement inspection of the ProjectsAuthority, as its agents and representatives, the case may beCompany, the Bond Insurer and the Holders and their representatives at all reasonable times at the Principal Corporate Trust Office. 6. Promptly All monies remaining in the Project Fund after the proceeds from the sale payment or provision for payment of the Expenditure Agreement are Prepayment Price and all other costs to be paid from such Project Fund shall, at the written direction of the Company, be deposited into in the Bond Fund for credit to the Redemption Account to be applied solely in accordance with and subject to the restrictions contained in Article V and Article IX hereof to the payment of principal of and premium, if any, and interest on the Bonds; except for amounts retained in the Project Fund by the Trustee with the approval of the appropriate Authorized Company Representative for payment of items permitted to be financed from such Fund but not then due and payable, any balance remaining of such retained funds in the Project Fund after full payment or provision of payment of part of the Prepayment Price shall be paid to the Trustee for deposit in the Bond Fund for credit to the Redemption Account and applied by the Trustee as described above. At such time as all monies have been paid from the Project Fund, the Trustee shall pay the Costs of Issuance from such funds. Any further disbursements from the Project Fund described above to pay such fees, costs or expenses or to reimburse the Foundation for the payment of such fees, costs or expenses, other than Costs of Issuance, shall be made by the Trustee only upon the written order of the Foundation. Each such written order shall be in the form of the disbursement request attached hereto as Exhibit A and shall be consecutively numbered and accompanied by invoices or other appropriate documentation supporting the payments or reimbursements requested. (b) The Trustee shall cause to be kept and maintained adequate records pertaining to close the Project Fund and thereupon all disbursements therefrom. If requested by the Foundation or the Issuerof its right, title and interest hereunder shall cease, determine and become void and the Trustee shall file copies of the records pertaining execute such documents to the Project Fund and all disbursements from evidence such fund with the Issuer and the Foundationrelease as may reasonably be required. (c) If, after payment of all costs of the Project requested by the Foundation, there shall remain any balance of moneys in the Project Fund, the Issuer shall transfer all moneys then in such Project Fund to the Expenditure Agreement Fund.

Project Fund. The Issuer Trustee shall maintain establish the San Xxxx Water Company Project Fund in (the custody of the Trustee, to the credit of “Project Fund”) for which deposits are to be made as required by the provisions of Section 3.1 hereof. (a) Moneys held in the Project Fund representing proceeds of the sale Bonds will be applied to the payment of the Expenditure Agreement shall be disbursed by the Trustee in accordance with the provisions of this Section 4.3 to pay the costs Costs of the Projects, including the issuance costs of the Expenditure AgreementProject. Subject to the provisions below and to any applicable representations, warranties and covenants contained The moneys in the Indenture or the Financing Agreement, disbursements from the Project Fund shall be made only held by the Trustee in trust and applied to pay (or to reimburse the Foundation for payment of) costs of the ProjectsCosts of the Project, in the manner set forth below. Before each payment is made from the Project Fund (including any account established therein) by the Trustee, there shall be filed with the Trustee a sequentially numbered Requisition of the Borrower conforming with the requirements of this Section and Section 3.2 of the Agreement, and in the form attached hereto as the case may beExhibit C, as followsstating with respect to each payment to be made: (1) Costs the requisition number; (2) the name and address of the Person to whom payment is due; (3) the purpose for which such payment is to be made; (4) the amount to be paid; (5) that each obligation mentioned therein has been properly incurred directly and is a proper charge against the Project Fund; (6) that none of the items for which payment is requested has been previously reimbursed from the Project Fund; (7) that each item for which payment is requested is or indirectly for or was necessary in connection with the acquisition, construction, expansionrenovation, equippinginstallation, installation improvement, equipping or improvement financing of the Projects, as the case may be, including: costs incurred with respect to preliminary planning and studies; architectural, legal, engineering, accounting, consulting, supervisory and other services; labor, services and materials; and recording of documents and title workProject; (2) 8) that at least 96% of the amount requisitioned, together with all amounts requisitioned to date, have in the aggregate been used to pay for or to reimburse the Borrower for expenditures properly allocable to 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 the Project pursuant to the Projects, as the case may be; Tax Certificate (3) Financial, legal, accounting, charges and expenses, and all other fees, charges and expenses incurred in connection with the authorization, sale, issuance and delivery of the Expenditure Agreement, including, without limitation, the fees and expenses of the Issuer, Issuer’s Counsel, Bond Counsel, Foundation’s Counsel, Financial Advisor to the Issuer, and the Trustee (the “excluding Costs of Issuance”); and (49) Any other incidental that an invoice evidencing each item for payment is attached thereto, including invoices for costs previously paid and necessary costs, expenses, fees and charges relating to the acquisition, construction, expansion, equipping, installation or improvement for which reimbursement is being requested. Each such Requisition of the Projects, as the case may be. Promptly after the proceeds from the sale Borrower shall be sufficient evidence of the Expenditure Agreement are deposited into facts stated therein and the Project FundTrustee shall have no duty to confirm the accuracy of such facts. Upon receipt of each such Requisition of the Borrower, signed by an Authorized Representative of the Borrower and accompanied by an invoice for each item for payment, the Trustee shall pay the Costs of Issuance from such funds. Any further disbursements from thereupon disburse moneys in the Project Fund described above to pay such fees, costs or expenses or to reimburse the Foundation for the payment of such fees, costs or expenses, other than Costs of Issuance, shall be made amount set forth therein as directed by the terms thereof. The Authority may at any time request copies of accounting records from the Trustee only upon the written order reflecting investment and disbursement of the Foundation. Each such written order shall be funds in the form of the disbursement request attached hereto as Exhibit A and shall be consecutively numbered and accompanied by invoices or other appropriate documentation supporting the payments or reimbursements requested. (b) The Trustee shall cause to be kept and maintained adequate records pertaining accounts under its control. Prior to the Project Fund and all disbursements therefrom. If requested by the Foundation or the IssuerCompletion Date, if Xxxxxxxx delivers a Request to the Trustee shall file copies of the records pertaining to the Project Fund and all disbursements from such fund with the Issuer and the Foundation. (ci) If, after payment of all costs describing a component of the Project requested that is no longer necessary for inclusion within the Project and the reasons therefore (which Request has been consented to, or deemed consented to by the FoundationAuthority in accordance with Section 3.2(d) of the Agreement), there shall remain any balance and (ii) requesting the Trustee to apply a proportionate amount of moneys in the Project Fund which correspond to such portion of the Project to redeem Bonds in Authorized Denominations, to the maximum degree permissible, and at the earliest possible dates at which the Bonds can be redeemed pursuant to Section 4.01 of this Indenture; then the Trustee shall transfer such amount from the Project Fund into a separate account within the Revenue Fund, which the Issuer Trustee shall establish and hold in trust, and which shall be entitled the “Surplus Account.” The moneys in the Surplus Account shall be used and applied (subject to Section 5.03) in accordance with such Request (unless some other application of such moneys permitted by the Indenture and the Loan Agreement is requested by the Borrower and would not, in the opinion of Bond Counsel, cause interest on the Bonds to become no longer Tax-exempt). Upon the receipt by the Trustee of a certificate conforming with the requirements of Section 3.3 of the Agreement, and after payment of costs payable from the Project Fund or provision having been made for payment of such costs not yet due by retaining such costs in the Project Fund or otherwise as directed in such certificate, the Trustee shall transfer any remaining balance in the Project Fund into either any previously established Surplus Account or into a separate account within the Revenue Fund, which the Trustee shall establish and hold in trust, and which shall be entitled the “Surplus Account.” The moneys in the Surplus Account shall be used and applied (subject to Section 5.03) at the written direction of the Borrower (unless some other application of such moneys permitted by the Indenture and the Loan Agreement is requested by the Borrower and would not, in the opinion of Bond Counsel, cause interest on the Bonds to become no longer Tax-exempt) to redeem Bonds in Authorized Denominations, to the maximum degree permissible, and at the earliest possible dates at which the Bonds can be redeemed pursuant to Section 4.01 of this Indenture. Notwithstanding Section 5.05 hereof, the moneys in the Surplus Account shall be invested at the written instruction of the Borrower at a yield no higher than the yield on the Outstanding Bonds (unless in the opinion of Bond Counsel, addressed and delivered to the Authority and the Trustee, investment at a higher yield would not cause interest on the Bonds to become no longer Tax-exempt), and all such investment income shall be deposited in the Surplus Account and expended or reinvested as provided above. In the event of redemption of all of the Bonds pursuant to Section 4.01 hereof or an Event of Default which causes acceleration of the Bonds, any moneys then remaining in the Project Fund shall be transferred to the Surplus Account within the Revenue Fund, and all moneys then in the Revenue Fund shall be used to redeem Bonds or pay Bonds upon such Project Fund to the Expenditure Agreement Fundacceleration.

Project Fund. The Issuer (a) Any amounts delivered from time to time to the Fiscal Agent by or on behalf of the Borrower (excluding any proceeds of the Bank Loan) shall maintain be deposited to the Equity Account of the Project Fund. Whether disbursed by the Fiscal Agent or by the Bank directly to the Borrower, proceeds of the Bank Loan shall be deemed to have been disbursed from the Note Proceeds Account of the Project Fund in solely for the custody acquisition, rehabilitation and equipping of the TrusteeProject, to the credit of which deposits are pay other Qualified Project Costs and to be made as required by the provisions of Section 3.1 hereof. (a) Moneys held in pay other costs related to the Project Fund representing as provided herein. Not less than 97% of the moneys deposited in and/or credited or deemed credited to the Tax-Exempt Subaccount of the Note Proceeds Account of the Project Fund, and taking into account proceeds of the sale Bank Loan (if any) deposited in and/or credited to or deemed credited to the Closing Costs Fund, representing the proceeds of the Expenditure Agreement shall Governmental Lender Tax-Exempt Note, including Investment Income thereon, will be disbursed by expended for Qualified Project Costs (the Trustee in accordance with the provisions of this Section 4.3 to pay the costs “97% Requirement”). No more than 2% of the Projects, including amounts deposited in and/or credited or deemed credited to the issuance costs Tax-Exempt Subaccount of the Expenditure Agreement. Subject to the provisions below and to any applicable representations, warranties and covenants contained in the Indenture or the Financing Agreement, disbursements from Note Proceeds Account of the Project Fund shall be applied to the payment of Costs of Issuance (as defined in the Regulatory Agreement). Before any payment shall be made only to pay (or to reimburse the Foundation for payment ofdeemed made) costs of the Projects, as the case may be, as follows: (1) Costs incurred directly or indirectly for or in connection with the acquisition, construction, expansion, equipping, installation or improvement of the Projects, as the case may be, including: costs incurred with respect to preliminary planning and studies; architectural, legal, engineering, accounting, consulting, supervisory and other services; labor, services and materials; and recording of documents and title work; (2) 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, as the case may be; (3) Financial, legal, accounting, charges and expenses, and all other fees, charges and expenses incurred in connection with the authorization, sale, issuance and delivery of the Expenditure Agreement, including, without limitation, the fees and expenses of the Issuer, Issuer’s Counsel, Bond Counsel, Foundation’s Counsel, Financial Advisor to the Issuer, and the Trustee (the “Costs of Issuance”); and (4) Any other incidental and necessary costs, expenses, fees and charges relating to the acquisition, construction, expansion, equipping, installation or improvement of the Projects, as the case may be. Promptly after the proceeds from the sale Note Proceeds Account of the Expenditure Agreement are deposited into the Project Fund, the Trustee Regulatory Agreement shall have been executed and submitted to the Title Company together with instructions for recordation in the official records of the County, and the Title Company shall have accepted and agreed to such instructions. (b) Notwithstanding anything to the contrary herein, following the Initial Disbursement on the Closing Date, all disbursements of the Bank Loan shall be transferred by Bank directly to Borrower in accordance with the Disbursement Agreement and upon receipt of a properly completed Request for Advance in substantially the form set forth as Exhibit E to the Disbursement Agreement (a “Request for Advance”), a copy of which shall be provided to the Fiscal Agent and the Governmental Lender and in the case of disbursements to pay accrued interest on the Costs Borrower Note, as provided in Section 3.04(a) hereof. If, at any later time, the Bank, the Fiscal Agent and Borrower shall determine that it is necessary or desirable that disbursements of Issuance from such funds. Any further disbursements the Bank Loan shall instead be transferred from the Project Fund described above Bank to pay the Fiscal Agent for subsequent disbursement to the Borrower, the Bank and the Borrower shall provide a written request to the Fiscal Agent to such feeseffect, costs or expenses or to reimburse the Foundation for Fiscal Agent shall provide its written confirmation of acceptance thereof, and the following procedures shall apply. Before any payment of such fees, costs or expenses, other than Costs of Issuance, shall be made by the Trustee only upon Fiscal Agent from the written order Note Proceeds Account of the Foundation. Each such written order Project Fund, there shall first be filed with the Fiscal Agent a Written Requisition of the Borrower substantially in the form of the disbursement request attached hereto as Exhibit A C and consented to by the Bank pursuant to the terms, conditions and provisions of the Disbursement Agreement, with a copy to the Governmental Lender. Upon receipt of each Written Requisition submitted by the Borrower and approved in writing by the Bank, the Fiscal Agent shall be consecutively numbered and accompanied by invoices or other promptly, but in any case within two Business Days, make payment from the appropriate documentation supporting the payments or reimbursements requested. (b) The Trustee shall cause to be kept and maintained adequate records pertaining to account within the Project Fund and all disbursements therefromin accordance with such Written Requisition. If The Fiscal Agent shall have no duty to determine whether any requested by the Foundation or the Issuer, the Trustee shall file copies of the records pertaining to disbursement from the Project Fund and all disbursements from such fund complies with the Issuer terms, conditions and provisions of the Bank Loan Documents, constitutes payment of Qualified Project Costs or complies with the 97% Requirement. The approval in writing of a Written Requisition or Request for Advance, as applicable, by the Bank shall be deemed a certification and, insofar as the Fiscal Agent and the FoundationGovernmental Lender are concerned, shall constitute conclusive evidence that all of the terms, conditions and requirements of the Bank Loan Documents applicable to such disbursement have been fully satisfied or waived and the Written Requisition or Request for Advance from the Borrower shall, insofar as the Fiscal Agent and the Governmental Lender are concerned, constitute conclusive evidence that the costs described in the Written Requisition constitute Qualified Project Costs or other permitted Project costs. Such documents shall be retained by the Fiscal Agent, subject at all reasonable times to examination by the Borrower, the Governmental Lender, the Bank and the agents and representatives thereof upon reasonable notice to the Fiscal Agent. The Fiscal Agent is not required to inspect the Project or the construction work or to make any independent investigation with respect to the matters set forth in any Written Requisition, Request for Advance or other statements, orders, certifications and approvals received by the Fiscal Agent. The Fiscal Agent is not required to obtain completion bonds, lien releases or otherwise supervise the acquisition, rehabilitation and equipping of the Project. Notwithstanding anything to the contrary contained herein, only the signature of an authorized officer of the Bank shall be required on a Written Requisition during any period in which a default by the Borrower has occurred and is then continuing under the Borrower Loan (notice of which default has been given in writing by an authorized officer of the Bank to the Fiscal Agent and the Governmental Lender, and the Fiscal Agent shall be entitled to conclusively rely on any such Written Notice as to the occurrence and continuation of such a default). Furthermore, the Fiscal Agent shall disburse amounts in the Project Fund upon receipt of a Written Requisition signed only by the Bank (and without any need for any signature by an Authorized Borrower Representative) so long as the amount to be disbursed is to be used solely to make payments of principal, interest and/or fees due under the Bank Loan Documents. The Fiscal Agent shall immediately provide Written Notice to the Borrower, the Bank and the Governmental Lender if there are not sufficient funds available to or on deposit with the Fiscal Agent to make the payments as and when required by this Section 8.07(b). Except as provided in the next sentence, all such payments shall be made by check or draft payable, or by wire transfer in accordance with the payment instructions set forth in the Written Requisition. The Fiscal Agent shall conclusively rely on the payment instructions provided in any Written Requisition or invoices provided in connection therewith, and the Fiscal Agent shall have no duty to authenticate or investigate such payment instructions or the authority under which they were given. Upon the occurrence of an Event of Default of the Borrower of which the Fiscal Agent has knowledge as provided herein, which is continuing under the Bank Loan Documents, with the Written Consent of the Bank, the Fiscal Agent may apply amounts on deposit in the Project Fund to the payment of principal of and interest on the Bank Loan. (c) IfImmediately prior to any mandatory prepayment of the Bank Loan pursuant to hereto, after payment any amounts then remaining in the Project Fund shall, at the written direction of all costs the Bank, be transferred to the Bank Loan Payment Fund to be applied to the prepayment of the Bank Loan pursuant hereto as specified by the Bank. (d) Amounts on deposit in the Project Fund shall be invested in Permitted Investments directed in writing by the Borrower. Investment income earned on amounts on deposit in each account of the Project requested by Fund shall be retained in and credited to and become a part of the Foundation, there shall remain any balance amounts on deposit in that account or subaccount of moneys the Project Fund. Upon final disbursement of all amounts on deposit in the Project Fund, the Issuer Fiscal Agent shall transfer all moneys then in such close the Project Fund to the Expenditure Agreement Fund.

Project Fund. The Issuer Project Fund shall maintain be used for the payment of Project Costs and Issuance Costs [and any future capital acquisitions and improvements] or Issuance Costs to be paid from the proceeds of Additional Bonds. The Project Fund shall consist of the amounts required or permitted to be deposited therein pursuant to any provision hereof or of the Loan Documents, and the proceeds of the Initial Bonds shall be deposited therein in the amount set out in an Officer’s Certificate of the Issuer. Separate accounts within the Project Fund in shall be maintained by the custody Trustee for future capital acquisitions and improvements if the Issuer or the Borrower determines that separate accounts are desirable with respect to particular capital acquisitions and improvements or designated portions of capital acquisitions and improvements. Payments from the TrusteeProject Fund, to the credit of which deposits are to including any account so established, shall be made as required by the provisions of Section 3.1 hereof.Trustee as follows: (a) Moneys held in the Project Fund representing proceeds of the sale of the Expenditure Agreement shall be disbursed by the Trustee in accordance with the provisions of this Section 4.3 to pay the costs of the Projects, including the issuance costs of the Expenditure Agreement. Subject to the provisions below and to any applicable representations, warranties and covenants contained in the Indenture or the Financing Agreement, disbursements Payments from the Project Fund shall be made only to pay (or to reimburse the Foundation for payment of) costs of the Projects, as the case may be, as follows: (1) Costs incurred directly or indirectly for or in connection with the acquisition, construction, expansion, equipping, installation or improvement of the Projects, as the case may be, including: costs incurred with respect to preliminary planning and studies; architectural, legal, engineering, accounting, consulting, supervisory and other services; labor, services and materials; and recording of documents and title work; (2) 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, as the case may be; (3) Financial, legal, accounting, charges and expenses, and all other fees, charges and expenses incurred in connection with the authorization, sale, issuance and delivery of the Expenditure Agreement, including, without limitation, the fees and expenses of the Issuer, Issuer’s Counsel, Bond Counsel, Foundation’s Counsel, Financial Advisor to the Issuer, and the Trustee (the “Costs of Issuance”); and (4) Any other incidental and necessary costs, expenses, fees and charges relating to the acquisition, construction, expansion, equipping, installation or improvement of the Projects, as the case may be. Promptly after the proceeds from the sale of the Expenditure Agreement are deposited into the Project Fund, the Trustee shall pay the Costs of Issuance from such funds. Any further disbursements from the Project Fund described above to pay such fees, costs or expenses or to reimburse the Foundation for the payment of such fees, costs or expenses, other than Costs of Issuance, shall be made upon receipt by the Trustee only upon of a requisition executed by the written order of the Foundation. Each such written order shall be Borrower in the form of required by the disbursement request attached hereto as Exhibit A and shall be consecutively numbered and accompanied by invoices or other appropriate documentation supporting the payments or reimbursements requestedAgreement. (b) The Trustee shall cause Upon completion [or abandonment] of the Project (as evidenced by a certificate of the Borrower delivered to be kept and maintained adequate records pertaining to the Trustee), any moneys remaining in the Project Fund and all disbursements therefrom. If requested shall be transferred to the Debt Service Fund to redeem Bonds pursuant to Section 3.05, unless the Borrower directs that such moneys be deposited into the Reserve Fund, or applied to any other use, accompanied in either case by an opinion of Bond Counsel to the Foundation or the Issuer, the Trustee shall file copies effect that such application will not adversely affect any applicable exemption from federal income taxation of the records pertaining to the Project Fund and all disbursements from such fund with the Issuer and the Foundationinterest on any Series of Bonds. (c) IfNotwithstanding anything to the contrary herein, after payment to the extent an Event of all costs Default described in clause (a) or (b) of the Project requested by the FoundationSection 7.01 shall have occurred and be continuing and no other moneys are available under this Indenture to cure such Event of Default, there shall remain any balance of no moneys on deposit in the Project FundFund shall be applied in accordance with Section 4.02(b). In such event, moneys on deposit in the Issuer shall transfer all moneys then in such Project Fund to shall be applied by the Expenditure Agreement FundTrustee in accordance with Article VII.