Common use of Project Fund Clause in Contracts

Project Fund. ‌ (a) All proceeds of the Governmental Lender Notes provided by the Funding Lender shall be deposited to the Note Proceeds Account or Capitalized Interest Account of the Project Fund and disbursed as herein provided. The Fiscal Agent shall disburse moneys in the Note Proceeds Account of Project Fund for the acquisition, construction and equipping of the Project, to pay other Qualified Project Costs and to pay other costs related to the Project as provided herein as requested by the Borrower pursuant to a Written Requisition in the form attached hereto as Exhibit C. All funds deposited by or on behalf of the Borrower for credit to the Borrower Equity Account Project Fund shall be disbursed as requested by the Borrower pursuant to a Written Requisition in the form attached hereto as Exhibit C. (1) Only the signature of an Authorized Representative of the Funding Lender shall be required on a Written Requisition during any period in which Borrower Loan Agreement Default has occurred and is then continuing under the Borrower Loan Documents (Written Notice of which default has been given by an Authorized Representative of the Funding Lender 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). (2) The Fiscal Agent shall disburse amounts in the Project Fund for the payment of interest due on the Governmental Lender Note upon receipt from the Funding Lender of a statement detailing the amount due (and without the need for a Written Requisition signed by the Funding Lender or any approval by an Authorized Representative of the Borrower). (3) The Fiscal Agent may conclusively rely on all Written Requisitions, the execution of the Written Requisitions by the Authorized Representative of the Borrower and the approval of all Written Requisitions by the Authorized Representative of the Funding Lender, as required by this Section, as conditions of payment from the Project Fund, which Written Requisitions constitute, as to the Fiscal Agent, irrevocable determinations that all conditions to payment of the specified amounts from the Project Fund have been satisfied. These documents shall be retained by the Fiscal Agent, subject at all reasonable times to examination by the Borrower, the Governmental Lender, the Funding Lender 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 or other statements, orders, certifications and approvals received by the Fiscal Agent. The Fiscal Agent is not required to obtain completion bonds, lien releases (b) Upon receipt of each Written Requisition submitted by the Borrower and Approved in Writing by the Funding Lender, the Fiscal Agent shall promptly, but in any case within three Business Days, make payment from the appropriate account within the Project Fund in accordance with such Written Requisition. The Fiscal Agent shall have no duty to determine whether any requested disbursement from the Note Proceeds Account of the Project Fund complies with the terms, conditions and provisions of the Funding Loan Documents, constitutes payment of Qualified Project Costs or complies with the other representations in the Written Requisition. The Approval in Writing of a Written Requisition by the Funding Lender shall be deemed a certification and, insofar as the Fiscal Agent is concerned, shall constitute conclusive evidence that all of the terms, conditions and requirements of the Funding Loan Documents applicable to such disbursement have been fully satisfied or waived and the Written Requisition from the Borrower shall, insofar as the Fiscal Agent is concerned, constitute conclusive evidence that the costs described in the Written Requisition constitute Qualified Project Costs or other permitted Project costs.‌ (c) Moneys on deposit in the Capitalized Interest Account of the Project Fund, together with investment earnings thereon, which shall be retained therein, shall be transferred to the Governmental Lender Note Payment Fund and applied pursuant to Section 7.4 on each Borrower Loan Payment Date to the extent necessary to enable the Fiscal Agent to pay interest due on the Funding Loan on such date; provided that, upon receipt of a Written Direction of the Borrower, moneys on deposit in the Capitalized Interest Account of the Project Fund shall be transferred to the Servicer on the date when due under the Borrower Note in an amount as set forth in such Written Direction, which amount shall represent the Borrower Loan Payment due at such time. Upon the request of the Fiscal Agent, the Servicer shall provide the Fiscal Agent with a schedule of the Borrower Loan Payment Dates and corresponding Borrower Loan Payment amounts. The transfer of moneys from the Capitalized Interest Account of the Project Fund to the Governmental Lender Note Payment Fund or the Servicer as set forth above shall occur automatically without the need for a Written Requisition of the Borrower, or consent of the Funding Lender. After the (d) Immediately prior to any mandatory prepayment of the Governmental Lender Notes pursuant to the terms hereof, any amounts then remaining in the Project Fund shall, at the Written Direction of the Funding Lender, be transferred to the Governmental Lender Note Payment Fund to be applied to the prepayment of the Governmental Lender Notes pursuant hereto. (e) Amounts on deposit in the Project Fund shall be invested in Permitted Investments at the Written Direction of the Borrower. Investment income earned on amounts on deposit in each account of the Project Fund shall be retained in and credited to and become a part of the amounts on deposit in that account of the Project Fund. (f) Amounts on deposit in the Governmental Lender Note Payment Fund, Expense Fund and Closing Costs Fund shall be invested in Permitted Investments at the Written Direction of the Borrower. The Fiscal Agent shall have no discretion for investing funds or advising any party on investing funds. Investment income earned on amounts on deposit in each account of the Governmental Lender Note Payment Fund, Expense Fund and Closing Costs Fund shall be retained in and credited to and become a part of the amounts on deposit in that account of the Governmental Lender Note Payment Fund,

Project Fund. ‌ (a) All The Deposit Trustee shall receive proceeds or funding for the Rail Projects and deposit and administer the same in the following Accounts: (i) The Deposit Trustee shall deposit into the IFA Appropriations Project Account the proceeds of the Governmental Lender Notes provided any IFA Appropriations Bonds transferred by the Funding Lender shall be deposited IFA or RDA to the Note Proceeds Account or Capitalized Interest Account Deposit Trustee, other than those proceeds held for payment of the Project Fund costs of issuance, Expenses and disbursed as herein providedinterest on such IFA Appropriations Bonds. The Fiscal Agent shall disburse moneys in the Note Proceeds Account of Project Fund for the acquisition, construction and equipping of the Project, to pay other Qualified Project Costs and to pay other costs related to the Project as provided herein as requested by the Borrower pursuant to Unless a Written Requisition in the form attached hereto as Exhibit C. All funds deposited by or on behalf of the Borrower for credit to the Borrower Equity Account Project Fund shall be disbursed as requested by the Borrower pursuant to a Written Requisition in the form attached hereto as Exhibit C. (1) Only the signature of an Authorized Representative of the Funding Lender shall be required on a Written Requisition during any period in which Borrower Loan Agreement Default Construction Adverse Condition has occurred and is then continuing under or the Borrower Loan Documents (Written Notice of which default has been given by an Authorized Representative of the Funding Lender to the Fiscal Agent and the Governmental Lender, and the Fiscal Agent Deposit Trustee shall be entitled to conclusively rely on any such Written Notice as to the occurrence and continuation of such have received a default). (2) The Fiscal Agent shall disburse amounts in the Project Fund for the payment of interest due on the Governmental Lender Note upon receipt from the Funding Lender of a statement detailing the amount due (and without the need for a Written Requisition signed by the Funding Lender or any approval by an Authorized Representative of the Borrower). (3) The Fiscal Agent may conclusively rely on all Written RequisitionsConstruction Adverse Condition Notice, the execution of the Written Requisitions by the Authorized Representative of the Borrower and the approval of all Written Requisitions by the Authorized Representative of the Funding Lender, as required by this Section, as conditions of payment from the Project Fund, which Written Requisitions constitute, as to the Fiscal Agent, irrevocable determinations that all conditions to payment of the specified amounts from the Project Fund have been satisfied. These documents shall be retained by the Fiscal Agent, subject at all reasonable times to examination by the Borrower, the Governmental Lender, the Funding Lender 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 or other statements, orders, certifications and approvals received by the Fiscal Agent. The Fiscal Agent is not required to obtain completion bonds, lien releases (b) Upon receipt of each Written Requisition submitted by the Borrower and Approved in Writing by the Funding Lender, the Fiscal Agent shall promptly, but in any case within three Business Days, make payment from the appropriate account within the Project Fund in accordance with such Written Requisition. The Fiscal Agent shall have no duty to determine whether any requested disbursement from the Note Proceeds Account of the Project Fund complies with the terms, conditions and provisions of the Funding Loan Documents, constitutes payment of Qualified Project Costs or complies with the other representations in the Written Requisition. The Approval in Writing of a Written Requisition by the Funding Lender shall be deemed a certification and, insofar as the Fiscal Agent is concerned, shall constitute conclusive evidence that all of the terms, conditions and requirements of the Funding Loan Documents applicable to such disbursement have been fully satisfied or waived and the Written Requisition from the Borrower Deposit Trustee shall, insofar as the Fiscal Agent is concerned, constitute conclusive evidence that the costs described in the Written Requisition constitute Qualified Project Costs or other permitted Project costs.‌ (c) Moneys on deposit in the Capitalized Interest Account of the Project Fund, together with investment earnings thereon, which shall be retained therein, shall be transferred to the Governmental Lender Note Payment Fund and applied pursuant to Section 7.4 on each Borrower Loan Payment Date to the extent necessary to enable the Fiscal Agent to pay interest due on the Funding Loan on such date; provided that, upon receipt of a Written Direction disbursement request in the form of Exhibit E, disburse funds in the IFA Appropriations Project Account for Project Costs or RDA/IFA Project Costs requested from one or more Parties in the manner provided in the applicable Trust Indenture, the Governance Agreement or any Development Agreement; provided, however, that during the pendency of any Construction Adverse Condition only the IFA or RDA may request any disbursement for Project Costs or RDA/IFA Project Costs. (ii) The Deposit Trustee shall deposit into the IFA RDA Member Project Account the proceeds of any IFA RDA Member Bonds transferred by IFA or RDA, other than those proceeds held for payment of costs of issuance, Expenses and interest on such IFA RDA Member Bonds. Unless a Construction Adverse Condition has occurred or the Deposit Trustee shall have received a Construction Adverse Condition Notice, the Deposit Trustee shall, upon receipt of a disbursement request in the form of Exhibit E, disburse funds in the IFA RDA Member Project Account for Project Costs for the Double Track Rail Project or RDA/IFA Project Costs for the Double Track Rail Project requested from one or more Parties in the manner provided in the applicable Trust Indenture, the Governance Agreement or any Development Agreement; provided, however, that during the pendency of any Construction Adverse Condition only the IFA or RDA may request any disbursement for Project Costs for the Double Track Rail Project or RDA/IFA Project Costs for the Double Track Rail Project. (iii) The Deposit Trustee shall deposit into the IFA Available Revenue Project Account the proceeds of any IFA Available Revenues Bonds transferred by IFA or RDA, other than those proceeds held for payment of costs of issuance, Expenses and interest on such IFA Available Revenues Bonds. Unless a Construction Adverse Condition has occurred or the Deposit Trustee shall have received a Construction Adverse Condition Notice, the Deposit Trustee shall, upon receipt of a disbursement request in the form of Exhibit E, disburse funds in the IFA Available Revenue Project Account for Project Costs for the West Lake Corridor Rail Project or RDA/IFA Project Costs for the West Lake Corridor Rail Project requested from one or more Parties in the manner provided in the applicable Trust Indenture, the Governance Agreement or any Development Agreement; provided, however, that during the pendency of any Construction Adverse Condition only the IFA or RDA may request any disbursement for Project Costs for the West Lake Corridor Rail Project or RDA/IFA Project Costs for the West Lake Corridor Rail Project. (iv) The Deposit Trustee shall deposit into the IFA XXXX Project Account the proceeds of any XXXX transferred by IFA or RDA, other than those proceeds held for payment of costs of issuance, Expenses and interest on such XXXX. Unless a Construction Adverse Condition has occurred or the Deposit Trustee shall have received a Construction Adverse Condition Notice, the Deposit Trustee shall, upon receipt of a disbursement request in the form of Exhibit E, disburse funds in the IFA XXXX Project Account for Project Costs or RDA/IFA Project Costs requested from one or more Parties in the manner provided in the applicable Trust Indenture, the Governance Agreement or any Development Agreement; provided, however, that during the pendency of any Construction Adverse Condition only the IFA or RDA may request any disbursement for Project Costs or RDA/IFA Project Costs. (v) The Deposit Trustee shall deposit into the NICTD Contributions Project Account the funding required from NICTD for any Rail Project pursuant to Section 7.8 of the BorrowerGovernance Agreement. Unless a Construction Adverse Condition has occurred or the Deposit Trustee shall have received a Construction Adverse Condition Notice, moneys on deposit the Deposit Trustee shall, upon receipt of a disbursement request in the Capitalized Interest form of Exhibit E, disburse funds in the NICTD Project Contributions Account for Project Costs or RDA/IFA Project Costs requested from one or more Parties in the manner provided in the Governance Agreement or any Development Agreement; provided, however, that during the pendency of any Construction Adverse Condition only the IFA or RDA may request any disbursement for Project Costs or RDA/IFA Project Costs. (vi) The Deposit Trustee shall deposit into the FTA Grant Reimbursement Project Account any FTA Grant Reimbursements received from NICTD, as directed by Section 5.5 of the Project Fund shall be transferred Governance Agreement, to the Servicer extent that there are no payments then required on any XXXX. Unless a Construction Adverse Condition has occurred or the date when due under Deposit Trustee shall have received a Construction Adverse Condition Notice, the Borrower Note Deposit Trustee shall, upon receipt of a disbursement request in an amount the form of Exhibit E, disburse funds in the FTA Grant Reimbursement Project Account for Project Costs or RDA/IFA Project Costs requested from one or more Parties in the manner provided in the Governance Agreement or any Development Agreement; provided, however, that during the pendency of any Construction Adverse Condition only the IFA or RDA may request any disbursement for Project Costs or RDA/IFA Project Costs. (vii) The Deposit Trustee shall deposit into the Affiliate Contributions Project Account any funding to be received from La Porte County, St. Xxxxxx County and Michigan City as provided in the Governance Agreement. Unless a Construction Adverse Condition has occurred or the Deposit Trustee shall have received a Construction Adverse Condition Notice, the Deposit Trustee shall, upon receipt of a disbursement request in the form of Exhibit E, disburse funds in the Affiliate Contributions Project Account for Project Costs or RDA/IFA Project Costs requested from one or more Parties in the manner provided in the Governance Agreement or any Development Agreement; provided, however, that during the pendency of any Construction Adverse Condition only the IFA or RDA may request any disbursement for Project Costs or RDA/IFA Project Costs. (viii) The Deposit Trustee shall deposit into the RDA Funding Project Account any additional cash funding provided by RDA for any Rail Project. Unless a Construction Adverse Condition has occurred or the Deposit Trustee shall have received a Construction Adverse Condition Notice, the Deposit Trustee shall, upon receipt of a disbursement request in the form of Exhibit E, disburse funds in the RDA Funding Project Account for Project Costs or RDA/IFA Project Costs requested from one or more Parties in the manner provided in the Governance Agreement or any Development Agreement; provided, however, that during the pendency of any Construction Adverse Condition only the IFA or RDA may request any disbursement for Project Costs or RDA/IFA Project Costs. (ix) The Deposit Trustee shall deposit into the IFA Project Funding Account any additional cash funding provided by IFA for any Rail Project. Unless a Construction Adverse Condition has occurred or the Deposit Trustee shall have received a Construction Adverse Condition Notice, the Deposit Trustee shall, upon receipt of a disbursement request in the form of Exhibit E, disburse funds in the IFA Project Funding Account for Project Costs or RDA/IFA Project Costs requested from one or more Parties in the manner provided in the Governance Agreement or any Development Agreement; provided, however, that during the pendency of any Construction Adverse Condition only the IFA or RDA may request any disbursement for Project Costs or RDA/IFA Project Costs. (x) The Deposit Trustee shall deposit into the Draw Down Loan Account any additional cash funding provided by a Draw Down Loan for any Rail Project. Unless a Construction Adverse Condition has occurred or the Deposit Trustee shall have received a Construction Adverse Condition Notice, the Deposit Trustee shall, upon receipt of a disbursement request in the form of Exhibit E, disburse funds in the Draw Down Loan Account for Project Costs for such Rail Project or RDA/IFA Project Costs for such Rail Project requested from one or more Parties in the manner provided in the Governance Agreement or any Development Agreement; provided, however, that during the pendency of any Construction Adverse Condition only the IFA or RDA may request any disbursement for Project Costs for such Rail Project or RDA/IFA Project Costs for such Rail Project. Unless IFA and RDA direct the Deposit Trustee to the contrary or unless NICTD shall notify in writing, with copies to IFA and RDA, the Deposit Trustee that FTA regulations require otherwise, the Deposit Trustee will disburse funds available to any specific Rail Project on a pro rata basis from each of the Accounts set forth in such Written Directionsubsection (a) above, which amount shall represent the Borrower Loan Payment due at such time. Upon the for each request of the Fiscal Agent, the Servicer shall provide the Fiscal Agent with a schedule of the Borrower Loan Payment Dates for disbursement approved by IFA and corresponding Borrower Loan Payment amounts. The transfer of moneys from the Capitalized Interest Account of the Project Fund to the Governmental Lender Note Payment Fund or the Servicer as set forth above shall occur automatically without the need for a Written Requisition of the Borrower, or consent of the Funding Lender. After the (d) Immediately prior to any mandatory prepayment of the Governmental Lender Notes pursuant to the terms hereof, any amounts then remaining in the Project Fund shall, at the Written Direction of the Funding Lender, be transferred to the Governmental Lender Note Payment Fund to be applied to the prepayment of the Governmental Lender Notes pursuant heretoRDA. (e) Amounts on deposit in the Project Fund shall be invested in Permitted Investments at the Written Direction of the Borrower. Investment income earned on amounts on deposit in each account of the Project Fund shall be retained in and credited to and become a part of the amounts on deposit in that account of the Project Fund. (f) Amounts on deposit in the Governmental Lender Note Payment Fund, Expense Fund and Closing Costs Fund shall be invested in Permitted Investments at the Written Direction of the Borrower. The Fiscal Agent shall have no discretion for investing funds or advising any party on investing funds. Investment income earned on amounts on deposit in each account of the Governmental Lender Note Payment Fund, Expense Fund and Closing Costs Fund shall be retained in and credited to and become a part of the amounts on deposit in that account of the Governmental Lender Note Payment Fund,

Project Fund. ‌ (a) All Upon the issuance and delivery of Obligations, the proceeds of the Governmental Lender Notes provided by the Funding Lender which will be used to pay Costs of University Facilities, there shall be deposited to created and ordered maintained in the Note Proceeds Account or Capitalized Interest Account Treasury of the Commonwealth, a fund designated the "University of Kentucky Project Fund and disbursed as herein providedFund" with an additional series identification for each series of Obligations. The Fiscal Agent shall disburse moneys Amounts in the Note Proceeds Account of Project Fund for the acquisition, construction and equipping of the Project, to pay other Qualified Project Costs and to pay other costs related to the Project as provided herein as requested by the Borrower pursuant to a Written Requisition in the form attached hereto as Exhibit C. All funds deposited by or on behalf of the Borrower for credit to the Borrower Equity Account Project Fund shall be disbursed as requested therefrom by the Borrower pursuant Treasurer of the Commonwealth according to a Written Requisition such inspection, audit, and disbursement procedures as may from time to time be provided by law, for the purpose of paying Costs of University Facilities as identified in the form attached hereto as Exhibit C. (1) Only related Series Resolution or Supplemental Trust Agreement and to reimburse the signature of an Authorized Representative University for any payments which may have been made from other available resources in anticipation of the Funding Lender issuance of such Obligations. Any balance remaining in a Project Fund after the final payment of all Costs of University Facilities for which such Project Fund was created, shall be required on a Written Requisition during any period deposited in which Borrower Loan Agreement Default has occurred the Debt Service Fund and is then continuing under (i) credited to the Borrower Loan Documents (Written Notice of which default has been given by an Authorized Representative related subaccount, if any, within the Debt Service Reserve Account if and to the extent that such subaccount of the Funding Lender Debt Service Reserve Account contains less than the Required Amount, and/or (ii) either applied as a credit against the next deposit required to be made into the Fiscal Agent and the Governmental LenderDebt Service Payment Fund, and the Fiscal Agent shall be entitled or used to conclusively rely on any such Written Notice as to the occurrence and continuation of such a default). (2) The Fiscal Agent shall disburse amounts purchase Obligations in the Project Fund for the payment of interest due on the Governmental Lender Note upon receipt from the Funding Lender of open market at a statement detailing the amount due (and without the need for a Written Requisition signed by the Funding Lender or any approval by an Authorized Representative of the Borrower). (3) The Fiscal Agent may conclusively rely on all Written Requisitions, the execution of the Written Requisitions by the Authorized Representative of the Borrower and the approval of all Written Requisitions by the Authorized Representative of the Funding Lenderpurchase price not exceeding par plus accrued interest, as required by this Section, as conditions of payment from the Project Fund, which Written Requisitions constitute, as to the Fiscal Agent, irrevocable determinations that all conditions to payment of the specified amounts from the Project Fund have been satisfied. These documents shall may be retained directed by the Fiscal Agent, subject at all reasonable times to examination by the Borrower, the Governmental Lender, the Funding Lender 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 or other statements, orders, certifications and approvals received by the Fiscal Agent. The Fiscal Agent is not required to obtain completion bonds, lien releases (b) Upon receipt of each Written Requisition submitted by the Borrower and Approved in Writing by the Funding Lender, the Fiscal Agent shall promptly, but in any case within three Business Days, make payment from the appropriate account within the Project Fund in accordance with such Written Requisition. The Fiscal Agent shall have no duty to determine whether any requested disbursement from the Note Proceeds Account of the Project Fund complies with the terms, conditions and provisions of the Funding Loan Documents, constitutes payment of Qualified Project Costs or complies with the other representations in the Written Requisition. The Approval in Writing of a Written Requisition by the Funding Lender shall be deemed a certification and, insofar as the Fiscal Agent is concerned, shall constitute conclusive evidence that all of the terms, conditions and requirements of the Funding Loan Documents applicable to such disbursement have been fully satisfied or waived and the Written Requisition from the Borrower shall, insofar as the Fiscal Agent is concerned, constitute conclusive evidence that the costs described in the Written Requisition constitute Qualified Project Costs or other permitted Project costs.‌ (c) Moneys on deposit in the Capitalized Interest Account of the Project Fund, together with investment earnings thereon, which shall be retained therein, shall be transferred to the Governmental Lender Note Payment Fund and applied pursuant to Section 7.4 on each Borrower Loan Payment Date to the extent necessary to enable the Fiscal Agent to pay interest due on the Funding Loan on such dateOfficer; provided that, upon receipt if proceedings are then pending or imminently contemplated for incurring additional Costs of a Written Direction University Facilities which are or will be paid from the proceeds of Obligations, any such unexpended balance may be taken into account in determining the Borroweramount of Obligations to be authorized for such purpose, moneys on deposit or may otherwise be applied to such Costs of University Facilities, in the Capitalized Interest Account of the Project Fund shall which event such unexpended balance may be transferred to the Servicer on the date when due under the Borrower Note in an amount as set forth in such Written Direction, which amount shall represent the Borrower Loan Payment due at such time. Upon the request of the Fiscal Agent, the Servicer shall provide the Fiscal Agent with a schedule of the Borrower Loan Payment Dates and corresponding Borrower Loan Payment amounts. The transfer of moneys from the Capitalized Interest Account of the Project Fund created for such purpose. If so provided in any Series Resolution or a Supplemental Trust Agreement, to the Governmental Lender Note Payment Fund or the Servicer as set forth above shall occur automatically without the need for extent permitted by law, a Written Requisition of the Borrower, or consent of the Funding Lender. After the (d) Immediately prior to any mandatory prepayment of the Governmental Lender Notes pursuant to the terms hereof, any amounts then remaining in the Project Fund shallmay be held and disbursed by the Trustee. Furthermore, at if the Written Direction of the Funding Lender, be transferred Obligations with respect to the Governmental Lender Note Payment Fund to be applied to the prepayment of the Governmental Lender Notes pursuant hereto. (e) Amounts on deposit in the which a Project Fund shall be invested in Permitted Investments at the Written Direction of the Borrower. Investment income earned on amounts on deposit in each account of the is created are Financing Agreements, SPBC Leases or Additional Obligation Instruments, a Project Fund shall may be retained created in and credited to and become a part accordance with the requirements of the amounts on deposit in that account of the Project Fundsuch Financing Agreements, SPBC Leases or Additional Obligation Instruments. (f) Amounts on deposit in the Governmental Lender Note Payment Fund, Expense Fund and Closing Costs Fund shall be invested in Permitted Investments at the Written Direction of the Borrower. The Fiscal Agent shall have no discretion for investing funds or advising any party on investing funds. Investment income earned on amounts on deposit in each account of the Governmental Lender Note Payment Fund, Expense Fund and Closing Costs Fund shall be retained in and credited to and become a part of the amounts on deposit in that account of the Governmental Lender Note Payment Fund,

Project Fund. ‌ (a) All proceeds of the Governmental Lender Notes provided by the Funding Lender shall be deposited to the Note Proceeds Account or Capitalized Interest Account of the Project Fund and disbursed as herein provided. The Fiscal Agent shall disburse moneys in the Note Proceeds Account of Project Fund for the acquisition, construction and equipping of the Project, to pay other Qualified Project Costs and to pay other costs related to the Project as provided herein as requested by the Borrower pursuant to a Written Requisition in the form attached hereto as Exhibit C. All funds deposited by or on behalf of the Borrower for credit to the Borrower Equity Account Project Fund shall be disbursed as requested by the Borrower pursuant to a Written Requisition in the form attached hereto as Exhibit C. (1) Only the signature of an Authorized Representative of the Funding Lender shall be required on a Written Requisition during any period in which Borrower Loan Agreement Default has occurred and is then continuing under the Borrower Loan Documents (Written Notice of which default has been given by an Authorized Representative of the Funding Lender 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). (2) The Fiscal Agent shall disburse amounts in the Project Fund for the payment of interest due on the Governmental Lender Note upon receipt from the Funding Lender of a statement detailing the amount due (and without the need for a Written Requisition signed by the Funding Lender or any approval by an Authorized Representative of the Borrower). (3) The Fiscal Agent may conclusively rely on all Written Requisitions, the execution of the Written Requisitions by the Authorized Representative of the Borrower and the approval of all Written Requisitions by the Authorized Representative of the Funding Lender, as required by this Section, as conditions of payment from the Project Fund, which Written Requisitions constitute, as to the Fiscal Agent, irrevocable determinations that all conditions to payment of the specified amounts from the Project Fund have been satisfied. These documents shall be retained by the Fiscal Agent, subject at all reasonable times to examination by the Borrower, the Governmental Lender, the Funding Lender 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 or other statements, orders, certifications and approvals received by the Fiscal Agent. The Fiscal Agent is not required to obtain completion bonds, lien releases (b) Upon receipt of each Written Requisition submitted by the Borrower and Approved in Writing by the Funding Lender, the Fiscal Agent shall promptly, but in any case within three Business Days, make payment from the appropriate account within the Project Fund in accordance with such Written Requisition. The Fiscal Agent shall have no duty to determine whether any requested disbursement from the Note Proceeds Account of the Project Fund complies with the terms, conditions and provisions of the Funding Loan Documents, constitutes payment of Qualified Project Costs or complies with the other representations in the Written Requisition. The Approval in Writing of a Written Requisition by the Funding Lender shall be deemed a certification and, insofar as the Fiscal Agent is concerned, shall constitute conclusive evidence that all of the terms, conditions and requirements of the Funding Loan Documents applicable to such disbursement have been fully satisfied or waived and the Written Requisition from the Borrower shall, insofar as the Fiscal Agent is concerned, constitute conclusive evidence that the costs described in the Written Requisition constitute Qualified Project Costs or other permitted Project costs.‌ (c) Moneys on deposit in the Capitalized Interest Account of the Project Fund, together with investment earnings thereon, which shall be retained therein, shall be transferred to the Governmental Lender Note Payment Fund and applied pursuant to Section 7.4 on each Borrower Loan Payment Date to the extent necessary to enable the Fiscal Agent to pay interest due on the Funding Loan on such date; provided that, upon receipt of a Written Direction of the Borrower, moneys on deposit in the Capitalized Interest Account of the Project Fund shall be transferred to the Servicer on the date when due under the Borrower Note in an amount as set forth in such Written Direction, which amount shall represent the Borrower Loan Payment due at such time. Upon the request of the Fiscal Agent, the Servicer shall provide the Fiscal Agent with a schedule of the Borrower Loan Payment Dates and corresponding Borrower Loan Payment amounts. The transfer of moneys from the Capitalized Interest Account of the Project Fund to the Governmental Lender Note Payment Fund or the Servicer as set forth above shall occur automatically without the need for a Written Requisition of the Borrower, or consent of the Funding Lender. After the (d) Immediately prior to any mandatory prepayment of the Governmental Lender Notes pursuant to the terms hereof, any amounts then remaining in the Project Fund shall, at the Written Direction of the Funding Lender, be transferred to the Governmental Lender Note Payment Fund to be applied to the prepayment of the Governmental Lender Notes pursuant hereto. (e) Amounts on deposit in the Project Fund shall be invested in Permitted Investments at the Written Direction of the Borrower. Investment income earned on amounts on deposit in each account of the Project Fund shall be retained in and credited to and become a part of the amounts on deposit in that account of the Project Fund. (f) Amounts on deposit in the Governmental Lender Note Payment Fund, Expense Fund and Closing Costs Fund shall be invested in Permitted Investments at the Written Direction of the Borrower. The Fiscal Agent shall have no discretion for investing funds or advising any party on investing funds. Investment income earned on amounts on deposit in each account of the Governmental Lender Note Payment Fund, Expense Fund and Closing Costs Fund shall be retained in and credited to and become a part of the amounts on deposit in that account of the Governmental Lender Note Payment Fund,, Expense

Project Fund. ‌ (a) All proceeds There is hereby created by the District and established with the Trustee the special fund of the Governmental Lender Notes provided by District designated its “Dock and Wharf Facility Revenue Bonds, Series 2016 (Jefferson Energy Companies Project) Project Fund” (herein referred to as the Funding Lender “Project Fund”). The money deposited in the Project Fund, including all money therein and all investments thereof, shall be deposited to held in trust and applied solely as provided in this Section. (b) On the Note Proceeds Account or Capitalized Interest Account date of issuance of the Project Fund and disbursed as herein provided. The Fiscal Agent Series 2016 Bonds, the Trustee shall disburse moneys transfer the amount set forth in the Note Proceeds Account of Project Approval Certificate from the Closing Fund for the acquisition, construction and equipping of the Project, to pay other Qualified Project Costs and to pay other costs related to the Project as provided herein as requested by the Borrower pursuant to a Written Requisition in the form attached hereto as Exhibit C. All funds deposited by or on behalf of the Borrower for credit to the Borrower Equity Account Project Fund shall be disbursed as requested by the Borrower pursuant to a Written Requisition in the form attached hereto as Exhibit C. (1) Only the signature of an Authorized Representative of the Funding Lender shall be required on a Written Requisition during any period in which Borrower Loan Agreement Default has occurred and is then continuing under the Borrower Loan Documents (Written Notice of which default has been given by an Authorized Representative of the Funding Lender 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)Fund. (2c) The Fiscal Agent Trustee shall disburse amounts in the Project Fund to pay or reimburse the Company for Project Costs within three Business Days following receipt of and in accordance with a Requisition in substantially the form of Exhibit F to this Indenture approved and executed by the District. (d) The District shall not request disbursement by the Trustee of proceeds received from the sale of the Series 2016 Bonds for any New Property unless: (1) A guaranteed maximum price construction contract with respect to the New Property covered by such disbursal shall have been executed (including a contractor completion guaranty with a contractor of good reputation and ability) and such contract shall provide for draws against milestones approved by the District in its sole discretion. Such construction contract will be collaterally assigned to the Trustee pursuant to the Company Leasehold Deed of Trust. (2) The capital budget for the payment construction of the New Property is in balance and will remain in balance after such disbursement – in other words, after disbursement of any requested amount, the sum of all disbursements made for New Property shall not exceed the total of the construction costs set forth in the capital budget for all such New Property for which disbursements have been made, and the Company shall have certified in writing to the District that the Company expects that the construction of all New Property will be completed for the balance of the proceeds received from the sale of the Series 2016 Bonds together with its funds on hand or available from committed sources. The District may refuse to approve any disbursement request for New Property if the capital budget is or will not be in balance, unless the Company either (i) pays Project Costs from sources other than the proceeds received from the sale of the Series 2016 Bonds in an amount sufficient to bring the capital budget for the construction of the New Property back in balance (and provides paid receipts or releases to the District as evidence of such payment) or (ii) revises the capital budget for the construction of the New Property in a manner that brings the capital budget for the construction of the New Property back in balance, which may include revising the scope and/or features of the New Property, and such revised budget is approved by the District in its sole discretion. If the revisions to the capital budget would reduce the scope, features, amount or type of New Property to be constructed, then when any such reduction is submitted to the District for approval, it shall be accompanied by a certification from a senior officer of the Company that such reduction will not result in a reduction of the projected operating income from the Project that would materially impair the Company’s ability to pay its operating expenses, including without limitation rent under the Ground Lease and Rent pursuant to the Facilities Lease or adversely affect the tax-exempt status of interest due on the Governmental Lender Note upon receipt from the Funding Lender of a statement detailing the amount due (and without the need for a Written Requisition signed by the Funding Lender or any approval by an Authorized Representative of the Borrower)Bonds. (3) The Fiscal Agent may conclusively rely on Each disbursement request shall have been approved by an independent construction monitor engaged and paid for by the Company, and approved by the District in its sole discretion in accordance with the Facilities Lease. (e) When the Project shall have been completed, there shall be delivered to the Trustee a certificate of the District stating the fact and date of such completion and stating that all Written Requisitionsof the costs thereof have been determined and paid (or that all of such costs have been paid less specified claims that are subject to dispute and for which a retention in the Project Fund is to be maintained in the full amount of such claims until such dispute is resolved). Upon the receipt of such certificate, the execution of the Written Requisitions by the Authorized Representative of the Borrower and the approval of all Written Requisitions by the Authorized Representative of the Funding LenderTrustee shall, as required directed by this Sectionsaid certificate, as conditions of payment from transfer any remaining balance in the Project Fund, which Written Requisitions constitute, as to the Fiscal Agent, irrevocable determinations that all conditions to payment of the specified amounts from the Project Fund have been satisfied. These documents shall be retained by the Fiscal Agent, subject at all reasonable times to examination by the Borrower, the Governmental Lender, the Funding Lender 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 except with respect to the matters set forth in any Written Requisition or other statements, orders, certifications and approvals received by the Fiscal Agent. The Fiscal Agent is not required to obtain completion bonds, lien releases foregoing retention for claims (b) Upon receipt of each Written Requisition submitted by the Borrower and Approved in Writing by the Funding Lender, the Fiscal Agent shall promptly, but in any case within three Business Days, make payment from the appropriate account within the Project Fund in accordance with such Written Requisition. The Fiscal Agent shall have no duty to determine whether any requested disbursement from the Note Proceeds Account of the Project Fund complies with the terms, conditions and provisions of the Funding Loan Documents, constitutes payment of Qualified Project Costs or complies with the other representations in the Written Requisition. The Approval in Writing of a Written Requisition by the Funding Lender shall be deemed a certification and, insofar as the Fiscal Agent is concerned, shall constitute conclusive evidence that all of the terms, conditions and requirements of the Funding Loan Documents applicable to such disbursement have been fully satisfied or waived and the Written Requisition from the Borrower shall, insofar as the Fiscal Agent is concerned, constitute conclusive evidence that the costs described in the Written Requisition constitute Qualified Project Costs or other permitted Project costs.‌ (c) Moneys on deposit in the Capitalized Interest Account of the Project Fund, together with investment earnings thereon, which shall be retained therein, shall be transferred to the Governmental Lender Note Payment Debt Service Fund and applied pursuant to Section 7.4 on each Borrower Loan Payment Date upon the resolution of such dispute pertaining thereto as certified by the District to the extent necessary Trustee), as designated on said certificate to enable the Fiscal Agent Debt Service Fund, which shall be used only to pay interest due principal on the Funding Loan on Series 2016 Bonds. Upon such date; provided thattransfer, upon receipt of a Written Direction of the Borrower, moneys on deposit Project Fund shall be closed. Monies in the Capitalized Interest Account of the Project Fund shall be transferred to the Servicer on Debt Service Fund upon the date when due under the Borrower Note occurrence of an Event of Default resulting in an amount as set forth in such Written Direction, which amount shall represent the Borrower Loan Payment due at such time. Upon the request acceleration of the Fiscal Agent, the Servicer shall provide the Fiscal Agent with a schedule of the Borrower Loan Payment Dates and corresponding Borrower Loan Payment amounts. The transfer of moneys from the Capitalized Interest Account of the Project Fund to the Governmental Lender Note Payment Fund or the Servicer as set forth above shall occur automatically without the need for a Written Requisition of the Borrower, or consent of the Funding Lender. After the (d) Immediately prior to any mandatory prepayment of the Governmental Lender Notes pursuant to the terms hereof, any amounts then remaining in the Project Fund shall, at the Written Direction of the Funding Lender, be transferred to the Governmental Lender Note Payment Fund to be applied to the prepayment of the Governmental Lender Notes pursuant heretoBonds. (e) Amounts on deposit in the Project Fund shall be invested in Permitted Investments at the Written Direction of the Borrower. Investment income earned on amounts on deposit in each account of the Project Fund shall be retained in and credited to and become a part of the amounts on deposit in that account of the Project Fund. (f) Amounts on deposit in the Governmental Lender Note Payment Fund, Expense Fund and Closing Costs Fund shall be invested in Permitted Investments at the Written Direction of the Borrower. The Fiscal Agent shall have no discretion for investing funds or advising any party on investing funds. Investment income earned on amounts on deposit in each account of the Governmental Lender Note Payment Fund, Expense Fund and Closing Costs Fund shall be retained in and credited to and become a part of the amounts on deposit in that account of the Governmental Lender Note Payment Fund,

Project Fund. ‌ (a) All proceeds of the Governmental Lender Notes provided by the Funding Lender shall be deposited to the Note Proceeds Account or Capitalized Interest Account of the Project Fund and disbursed as herein provided. The Fiscal Agent shall disburse moneys in the Note Proceeds Account of Project Fund for the acquisition, construction and equipping of the Project, to pay other Qualified Project Costs and to pay other costs related to the Project as provided herein as requested by the Borrower pursuant to a Written Requisition in the form attached hereto as Exhibit C. All funds deposited by or on behalf of the Borrower for credit to the Borrower Equity Account Project Fund shall be disbursed as requested by the Borrower pursuant to a Written Requisition in the form attached hereto as Exhibit C. (1) Only the signature of an Authorized Representative of the Funding Lender shall be required on a Written Requisition during any period in which Borrower Loan Agreement Default has occurred and is then continuing under the Borrower Loan Documents (Written Notice of which default has been given by an Authorized Representative of the Funding Lender 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). (2) The Fiscal Agent shall disburse amounts in the Project Fund for the payment of interest due on the Governmental Lender Note upon receipt from the Funding Lender of a statement detailing the amount due (and without the need for a Written Requisition signed by the Funding Lender or any approval by an Authorized Representative of the Borrower). (3) The Fiscal Agent may conclusively rely on all Written Requisitions, the execution of the Written Requisitions by the Authorized Representative of the Borrower and the approval of all Written Requisitions by the Authorized Representative of the Funding Lender, as required by this Section, as conditions of payment from the Project Fund, which Written Requisitions constitute, as to the Fiscal Agent, irrevocable determinations that all conditions to payment of the specified amounts from the Project Fund have been satisfied. These documents shall be retained by the Fiscal Agent, subject at all reasonable times to examination by the Borrower, the Governmental Lender, the Funding Lender 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 or other statements, orders, certifications and approvals received by the Fiscal Agent. The Fiscal Agent is not required to obtain completion bonds, lien releases (b) Upon receipt of each Written Requisition submitted by the Borrower and Approved in Writing by the Funding Lender, the Fiscal Agent shall promptly, but in any case within three Business Days, make payment from the appropriate account within the Project Fund in accordance with such Written Requisition. The Fiscal Agent shall have no duty to determine whether any requested disbursement from the Note Proceeds Account of the Project Fund complies with the terms, conditions and provisions of the Funding Loan Documents, constitutes payment of Qualified Project Costs or complies with the other representations in the Written Requisition. The Approval in Writing of a Written Requisition by the Funding Lender shall be deemed a certification and, insofar as the Fiscal Agent is concerned, shall constitute conclusive evidence that all of the terms, conditions and requirements of the Funding Loan Documents applicable to such disbursement have been fully satisfied or waived and the Written Requisition from the Borrower shall, insofar as the Fiscal Agent is concerned, constitute conclusive evidence that the costs described in the Written Requisition constitute Qualified Project Costs or other permitted Project costs.‌ (c) Moneys Money on deposit in the Capitalized Interest Improvement Account and Costs of the Project Fund, together with investment earnings thereon, which shall be retained therein, shall be transferred to the Governmental Lender Note Payment Fund and applied pursuant to Section 7.4 on each Borrower Loan Payment Date to the extent necessary to enable the Fiscal Agent to pay interest due on the Funding Loan on such date; provided that, upon receipt of a Written Direction of the Borrower, moneys on deposit in the Capitalized Interest Issuance Account of the Project Fund shall be transferred to used for the Servicer on the date when due under the Borrower Note purposes specified in an amount as set forth in such Written Direction, which amount shall represent the Borrower Loan Payment due at such time. Upon the request of the Fiscal Agent, the Servicer shall provide the Fiscal Agent with a schedule of the Borrower Loan Payment Dates and corresponding Borrower Loan Payment amounts. The transfer of moneys from the Capitalized Interest Account of the Project Fund to the Governmental Lender Note Payment Fund or the Servicer as set forth above shall occur automatically without the need for a Written Requisition of the Borrower, or consent of the Funding Lender. After the (d) Immediately prior to any mandatory prepayment of the Governmental Lender Notes pursuant to the terms hereof, any amounts then remaining in the Project Fund shall, at the Written Direction of the Funding Lender, be transferred to the Governmental Lender Note Payment Fund to be applied to the prepayment of the Governmental Lender Notes pursuant heretoSection 2.1. (eb) Amounts on deposit in Disbursements from the Project Fund shall be invested in Permitted Investments at the Written Direction Costs of the Borrower. Investment income earned on amounts on deposit in each account Issuance Account of the Project Fund shall be retained in and credited made by the Trustee to and become a part pay costs of issuance of the Improvement Area #3 Bonds pursuant to one or more City Certificates or pursuant to a closing memo prepared by the City’s financial advisor at closing of each series of Improvement Area #3 Bonds. Moneys disbursed to the Developer at closing to pay for the costs of creating the District shall be paid pursuant to a Closing Disbursement Request. Any funds in the Costs of Issuance Account not needed to pay costs of issuance shall be transferred to (i) the Improvement Account of the Project Fund and used to pay Actual Costs of the Improvement Area #3 Projects or (ii) to the Principal and Interest Account of the Bond Fund and used to pay interest on the Improvement Area #3 Bonds, as directed by the City. (c) If the City Representative determines in his or her sole discretion that amounts then on deposit in the Improvement Account are not expected to be expended for purposes thereof due to the abandonment, or constructive abandonment, of the Improvement Area #3 Projects, such that, in the opinion of the City Representative, it is unlikely that account the amounts in the Improvement Account will ever be expended for the purposes thereof, the City Representative shall file a City Certificate with the Trustee which identifies the amounts then on deposit in the Improvement Account that are not expected to be used for purposes thereof. If such City Certificate is so filed, the amounts identified on the City Certificate currently on deposit in the Improvement Account shall be transferred to the Redemption Fund to redeem Improvement Area #3 Bonds on the earliest practicable date after notice of redemption has been provided in accordance with this Master Indenture and the Improvement Account shall be closed. (d) In making any determination pursuant to this Section, the City Representative may conclusively rely upon a certificate of an Independent Financial Consultant. (e) Upon the filing of a City Certificate stating that all Improvement Area #3 Projects have been completed and that all Actual Costs have been paid, or that any such costs are not required to be paid from the Improvement Account pursuant to a Certificate for Payment, the Trustee shall transfer the amount, if any, remaining within the Improvement Account to the Principal and Interest Account or to the Redemption Fund as directed by the City Representative in a City Certificate filed with the Trustee, and shall close the Improvement Account of the Project Fund. (f) Amounts on deposit Upon a determination by the City Representative that all costs of issuance of the Bonds have been paid, any amounts remaining in the Governmental Lender Note Payment Fund, Expense Fund and Closing Costs Fund of Issuance Account shall be invested transferred as directed by the City in Permitted Investments at a City Certificate filed with the Written Direction Trustee, and the Costs of the Borrower. The Fiscal Agent shall have no discretion for investing funds or advising any party on investing funds. Investment income earned on amounts on deposit in each account of the Governmental Lender Note Payment Fund, Expense Fund and Closing Costs Fund Issuance Account shall be retained in and credited to and become a part of closed. If such City Certificate is so filed, the amounts on deposit in that account the Costs of Issuance Account shall be transferred, as directed by the City, to (i) the Improvement Account of the Governmental Lender Note Payment Fund,Project Fund and used to pay Actual Costs of the Improvement Area #3 Projects or (ii) to the Principal and Interest Account of the Bond Fund and used to pay interest on the Improvement Area #3 Bonds.

Project Fund. ‌ (a) All proceeds of the Governmental Lender Notes provided by the Funding Lender shall be deposited to the Note Proceeds Account or Capitalized Interest Account of the Project Fund and disbursed as herein provided. The Fiscal Agent shall disburse moneys Moneys in the Note Proceeds Account of Project Fund for the acquisition, construction and equipping of the Project, to pay other Qualified Project Costs and to pay other costs related to the Project as provided herein as requested by the Borrower pursuant to a Written Requisition in the form attached hereto as Exhibit C. All funds deposited by or on behalf of the Borrower for credit to the Borrower Equity Account Project Fund shall be disbursed as requested by the Borrower pursuant to a Written Requisition in the form attached hereto as Exhibit C. (1) Only the signature of an Authorized Representative of the Funding Lender shall be required on a Written Requisition during any period in which Borrower Loan Agreement Default has occurred and is then continuing under the Borrower Loan Documents (Written Notice of which default has been given by an Authorized Representative of the Funding Lender 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). (2) The Fiscal Agent shall disburse amounts in the Project Fund for the payment of interest due on the Governmental Lender Note upon receipt from the Funding Lender of a statement detailing the amount due (and without the need for a Written Requisition signed by the Funding Lender or any approval by an Authorized Representative of the Borrower). (3) The Fiscal Agent may conclusively rely on all Written Requisitions, the execution of the Written Requisitions by the Authorized Representative of the Borrower and the approval of all Written Requisitions by the Authorized Representative of the Funding Lender, as required by this Section, as conditions of payment from the Project Fund, which Written Requisitions constitute, as to the Fiscal Agent, irrevocable determinations that all conditions to payment of the specified amounts from the Project Fund have been satisfied. These documents shall be retained by the Fiscal Agent, subject at all reasonable times to examination by the Borrower, the Governmental Lender, the Funding Lender 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 or other statements, orders, certifications and approvals received by the Fiscal Agent. The Fiscal Agent is not required to obtain completion bonds, lien releases (b) Upon receipt of each Written Requisition submitted by the Borrower and Approved in Writing by the Funding Lender, the Fiscal Agent shall promptly, but in any case within three Business Days, make payment from the appropriate account within the Project Fund in accordance with such Written Requisition. The Fiscal Agent shall have no duty to determine whether any requested disbursement from the Note Proceeds Account of the Project Fund complies with the terms, conditions and provisions of the Funding Loan Documents, constitutes payment of Qualified Project Costs or complies with the other representations in the Written Requisition. The Approval in Writing of a Written Requisition by the Funding Lender shall be deemed a certification and, insofar as the Fiscal Agent is concerned, shall constitute conclusive evidence that all of the terms, conditions and requirements of the Funding Loan Documents applicable to such disbursement have been fully satisfied or waived and the Written Requisition from the Borrower shall, insofar as the Fiscal Agent is concerned, constitute conclusive evidence that the costs described in the Written Requisition constitute Qualified Project Costs or other permitted Project costs.‌ (c) Moneys on deposit in the Capitalized Interest Account of the Project Fund, together with investment earnings thereon, which shall be retained therein, shall be transferred to the Governmental Lender Note Payment Fund and applied pursuant to Section 7.4 on each Borrower Loan Payment Date to the extent necessary to enable the Fiscal Agent to pay interest due on the Funding Loan on such date; provided that, upon receipt of a Written Direction of the Borrower, moneys on deposit in the Capitalized Interest Account of the Project Fund shall be transferred to used for the Servicer on the date when due under the Borrower Note in an amount as set forth in such Written Direction, which amount shall represent the Borrower Loan Payment due at such time. Upon the request purpose of paying Costs of the Fiscal AgentProject, as provided in this Section and in accordance with the Servicer shall provide plans and specifications therefor, including any alterations in or amendments to said plans and specifications deemed advisable by the Fiscal Agent Corporation and approved in accordance with a schedule of the Borrower Loan Payment Dates and corresponding Borrower Loan Payment amountsAgreement. The transfer of moneys from the Capitalized Interest Account of the Project Fund to the Governmental Lender Note Payment Fund or the Servicer as set forth above Trustee shall occur automatically without the need for a Written Requisition of the Borrower, or consent of the Funding Lender. After the (d) Immediately prior to any mandatory prepayment of the Governmental Lender Notes pursuant to the terms hereof, any amounts then remaining in the Project Fund shall, at the Written Direction of the Funding Lender, be transferred to the Governmental Lender Note Payment Fund to be applied to the prepayment of the Governmental Lender Notes pursuant hereto. (e) Amounts disburse money on deposit in the Project Fund shall be invested in Permitted Investments at the Written Direction of the Borrower. Investment income earned on amounts on deposit in each account from time to time to pay or as reimbursement for payment made for other Costs of the Project Fund shall be retained (other than Costs of Issuance), in and credited to and become a part each case within five Business Days after receipt by the Bond Trustee of written disbursement requests of the amounts on deposit Corporation in substantially the form of Exhibit D hereto, signed by the Corporation Representative, accompanied (if appropriate) by a completed AIA Document G702 or the substantial equivalent, signed by the construction manager, general contractor or architect for the Project and/or invoices describing personal property (including serial numbers, if any) for which payment is being requested. The Trustee may require that account such payout be made through a customary construction loan disbursement agreement. The Trustee is authorized to enter into a construction loan disbursement agreement with the Corporation and an escrow agent acceptable to the Trustee. In the event such agreement is entered into, the Trustee shall make payments for Costs of the Project Fund.pursuant to said agreement to the extent provided by said agreement. In making payments pursuant to this Section, the Trustee may rely upon such written requests and accompanying certificates and statements and shall not be required to make any independent investigation in connection therewith. If for any reason the Corporation should decide prior to the mailing or release of payment by the Trustee of any item not to pay such item, it shall give written notice of such decision to the Trustee and upon receipt of such notice the Trustee shall not make such payment. If the Issuer so requests, a copy of each written disbursement request submitted to the Trustee for payment under this Section shall be promptly provided by the Trustee to the Issuer. The Trustee shall keep and maintain adequate records pertaining to the Project Fund and all disbursements therefrom, and shall file periodic statements of activity regarding the Project Fund with the Corporation. The Corporation shall deliver to the Trustee, within 90 days after completion of the Project, an Officer’s Certificate stating the following: (fa) Amounts that the Project has been fully completed and the date of completion of the Project; (b) that the signer has made such investigation of such sources of information as are deemed necessary, including pertinent records of the Corporation, and is of the opinion that the Costs of the Project have been fully paid for and no claim or claims exist against the Issuer or the Corporation or against the Project out of which a lien based on furnishing labor or material exists or might ripen; provided, however, there may be excepted from the foregoing statement any claim or claims out of which a lien exists or might ripen in the event that the Corporation intends to contest such claim or claims in accordance with the Loan Agreement, in which event such claim or claims shall be described; provided, further, that it shall be stated that moneys are on deposit in the Governmental Lender Note Payment Project Fund or are available through enumerated bank loans (including letters of credit) or other sources sufficient to make payment of the full amount which might in any event be payable in order to satisfy such claim or claims; and (c) if any item was added to, deleted from or substituted for the Project and providing any documentation, certificates or opinions required by Section 3.4 of the Loan Agreement. If after payment by the Trustee of all disbursement requests theretofore tendered to the Trustee under the provisions of this Section and after receipt by the Trustee of the Officer’s Certificate required by this Section and after all arbitrage rebate has been transferred to the Rebate Fund pursuant to Section 406 hereof, there shall remain any money in the Project Fund, Expense Fund and Closing Costs Fund such money shall be invested deposited and applied in Permitted Investments at the Written Direction following order of priority (1) in the Debt Service Fund to pay the next successive interest payment on the Bonds to become due, and (2) in the Debt Service Fund to pay the next successive principal payment on the Bonds to become due; provided, in the discretion of the Borrower. The Fiscal Agent shall have no discretion Corporation, such money may be applied for investing funds or advising any party other purpose that, based on investing funds. Investment income earned on amounts on deposit in each account an Opinion of Bond Counsel addressed and delivered to the Trustee and the Issuer, will not adversely affect the exclusion of the Governmental Lender Note Payment interest on the Bonds from gross income for federal income tax purposes. If an event of default specified in Section 701 of this Indenture has occurred and is continuing and the Bonds have been declared due and payable pursuant to Section 702 of this Indenture, any balance remaining in the Project Fund, Expense other than amounts required to be transferred to the Rebate Fund pursuant to Section 407 hereof, shall without further authorization be deposited in the Debt Service Fund by the Trustee with advice to the Corporation and Closing Costs Fund shall be retained in and credited to and become a part the Issuer of the amounts on deposit in that account of the Governmental Lender Note Payment Fund,such action.

Project Fund. ‌ (a) All The Deposit Trustee shall receive proceeds or funding for the Rail Projects and deposit and administer the same in the following Accounts: (i) The Deposit Trustee shall deposit into the IFA Appropriation Project Account the proceeds of the Governmental Lender Notes provided any IFA Appropriation Bonds transferred by the Funding Lender shall be deposited IFA or RDA to the Note Proceeds Account or Capitalized Interest Account Deposit Trustee, other than those proceeds held for payment of the Project Fund costs of issuance, Expenses and disbursed as herein providedinterest on such IFA Appropriation Bonds. The Fiscal Agent shall disburse moneys in the Note Proceeds Account of Project Fund for the acquisition, construction and equipping of the Project, to pay other Qualified Project Costs and to pay other costs related to the Project as provided herein as requested by the Borrower pursuant to Unless a Written Requisition in the form attached hereto as Exhibit C. All funds deposited by or on behalf of the Borrower for credit to the Borrower Equity Account Project Fund shall be disbursed as requested by the Borrower pursuant to a Written Requisition in the form attached hereto as Exhibit C. (1) Only the signature of an Authorized Representative of the Funding Lender shall be required on a Written Requisition during any period in which Borrower Loan Agreement Default Construction Adverse Condition has occurred and is then continuing under or the Borrower Loan Documents (Written Notice of which default has been given by an Authorized Representative of the Funding Lender to the Fiscal Agent and the Governmental Lender, and the Fiscal Agent Deposit Trustee shall be entitled to conclusively rely on any such Written Notice as to the occurrence and continuation of such have received a default). (2) The Fiscal Agent shall disburse amounts in the Project Fund for the payment of interest due on the Governmental Lender Note upon receipt from the Funding Lender of a statement detailing the amount due (and without the need for a Written Requisition signed by the Funding Lender or any approval by an Authorized Representative of the Borrower). (3) The Fiscal Agent may conclusively rely on all Written RequisitionsConstruction Adverse Condition Notice, the execution of the Written Requisitions by the Authorized Representative of the Borrower and the approval of all Written Requisitions by the Authorized Representative of the Funding Lender, as required by this Section, as conditions of payment from the Project Fund, which Written Requisitions constitute, as to the Fiscal Agent, irrevocable determinations that all conditions to payment of the specified amounts from the Project Fund have been satisfied. These documents shall be retained by the Fiscal Agent, subject at all reasonable times to examination by the Borrower, the Governmental Lender, the Funding Lender 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 or other statements, orders, certifications and approvals received by the Fiscal Agent. The Fiscal Agent is not required to obtain completion bonds, lien releases (b) Upon receipt of each Written Requisition submitted by the Borrower and Approved in Writing by the Funding Lender, the Fiscal Agent shall promptly, but in any case within three Business Days, make payment from the appropriate account within the Project Fund in accordance with such Written Requisition. The Fiscal Agent shall have no duty to determine whether any requested disbursement from the Note Proceeds Account of the Project Fund complies with the terms, conditions and provisions of the Funding Loan Documents, constitutes payment of Qualified Project Costs or complies with the other representations in the Written Requisition. The Approval in Writing of a Written Requisition by the Funding Lender shall be deemed a certification and, insofar as the Fiscal Agent is concerned, shall constitute conclusive evidence that all of the terms, conditions and requirements of the Funding Loan Documents applicable to such disbursement have been fully satisfied or waived and the Written Requisition from the Borrower Deposit Trustee shall, insofar as the Fiscal Agent is concerned, constitute conclusive evidence that the costs described in the Written Requisition constitute Qualified Project Costs or other permitted Project costs.‌ (c) Moneys on deposit in the Capitalized Interest Account of the Project Fund, together with investment earnings thereon, which shall be retained therein, shall be transferred to the Governmental Lender Note Payment Fund and applied pursuant to Section 7.4 on each Borrower Loan Payment Date to the extent necessary to enable the Fiscal Agent to pay interest due on the Funding Loan on such date; provided that, upon receipt of a Written Direction disbursement request in the form of Exhibit E, disburse funds in the IFA Appropriation Project Account for Project Costs or RDA/IFA Project Costs requested from one or more Parties in the manner provided in the applicable Trust Indenture, the Governance Agreement or any Development Agreement; provided, however, that during the pendency of any Construction Adverse Condition only the IFA or RDA may request any disbursement for Project Costs or RDA/IFA Project Costs. (ii) The Deposit Trustee shall deposit into the IFA RDA Member Project Account the proceeds of any IFA RDA Member Bonds transferred by IFA or RDA, other than those proceeds held for payment of costs of issuance, Expenses and interest on such IFA RDA Member Bonds. Unless a Construction Adverse Condition has occurred or the Deposit Trustee shall have received a Construction Adverse Condition Notice, the Deposit Trustee shall, upon receipt of a disbursement request in the form of Exhibit E, disburse funds in the IFA RDA Member Project Account for Project Costs or RDA/IFA Project Costs requested from one or more Parties in the manner provided in the applicable Trust Indenture, the Governance Agreement or any Development Agreement; provided, however, that during the pendency of any Construction Adverse Condition only the IFA or RDA may request any disbursement for Project Costs or RDA/IFA Project Costs. (iii) The Deposit Trustee shall deposit into the IFA Available Revenue Project Account the proceeds of any IFA Available Revenues Bonds transferred by IFA or RDA, other than those proceeds held for payment of costs of issuance, Expenses and interest on such IFA Available Revenues Bonds. Unless a Construction Adverse Condition has occurred or the Deposit Trustee shall have received a Construction Adverse Condition Notice, the Deposit Trustee shall, upon receipt of a disbursement request in the form of Exhibit E, disburse funds in the IFA Available Revenue Project Account for Project Costs or RDA/IFA Project Costs requested from one or more Parties in the manner provided in the applicable Trust Indenture, the Governance Agreement or any Development Agreement; provided, however, that during the pendency of any Construction Adverse Condition only the IFA or RDA may request any disbursement for Project Costs or RDA/IFA Project Costs. (iv) The Deposit Trustee shall deposit into the IFA XXXX Project Account the proceeds of any XXXX transferred by IFA or RDA, other than those proceeds held for payment of costs of issuance, Expenses and interest on such XXXX. Unless a Construction Adverse Condition has occurred or the Deposit Trustee shall have received a Construction Adverse Condition Notice, the Deposit Trustee shall, upon receipt of a disbursement request in the form of Exhibit E, disburse funds in the IFA XXXX Project Account for Project Costs or RDA/IFA Project Costs requested from one or more Parties in the manner provided in the applicable Trust Indenture, the Governance Agreement or any Development Agreement; provided, however, that during the pendency of any Construction Adverse Condition only the IFA or RDA may request any disbursement for Project Costs or RDA/IFA Project Costs. (v) The Deposit Trustee shall deposit into the NICTD Contributions Project Account the funding required from NICTD for any Rail Project pursuant to Section 7.8 of the BorrowerGovernance Agreement. Unless a Construction Adverse Condition has occurred or the Deposit Trustee shall have received a Construction Adverse Condition Notice, moneys on deposit the Deposit Trustee shall, upon receipt of a disbursement request in the Capitalized Interest form of Exhibit E, disburse funds in the NICTD Project Contributions Account for Project Costs or RDA/IFA Project Costs requested from one or more Parties in the manner provided in the Governance Agreement or any Development Agreement; provided, however, that during the pendency of any Construction Adverse Condition only the IFA or RDA may request any disbursement for Project Costs or RDA/IFA Project Costs. (vi) The Deposit Trustee shall deposit into the FTA Grant Reimbursement Project Account any FTA Grant Reimbursements received from NICTD, as directed by Section 5.5 of the Project Fund shall be transferred Governance Agreement, to the Servicer extent that there are no payments then required on any XXXX. Unless a Construction Adverse Condition has occurred or the date when due under Deposit Trustee shall have received a Construction Adverse Condition Notice, the Borrower Note Deposit Trustee shall, upon receipt of a disbursement request in an amount the form of Exhibit E, disburse funds in the FTA Grant Reimbursement Project Account for Project Costs or RDA/IFA Project Costs requested from one or more Parties in the manner provided in the Governance Agreement or any Development Agreement; provided, however, that during the pendency of any Construction Adverse Condition only the IFA or RDA may request any disbursement for Project Costs or RDA/IFA Project Costs. (vii) The Deposit Trustee shall deposit into the Affiliate Contributions Project Account any funding to be received from La Porte County, St. Xxxxxx County and Michigan City as provided in the Governance Agreement. Unless a Construction Adverse Condition has occurred or the Deposit Trustee shall have received a Construction Adverse Condition Notice, the Deposit Trustee shall, upon receipt of a disbursement request in the form of Exhibit E, disburse funds in the Affiliate Contributions Project Account for Project Costs or RDA/IFA Project Costs requested from one or more Parties in the manner provided in the Governance Agreement or any Development Agreement; provided, however, that during the pendency of any Construction Adverse Condition only the IFA or RDA may request any disbursement for Project Costs or RDA/IFA Project Costs. (viii) The Deposit Trustee shall deposit into the RDA Funding Project Account any additional cash funding provided by RDA for any Rail Project. Unless a Construction Adverse Condition has occurred or the Deposit Trustee shall have received a Construction Adverse Condition Notice, the Deposit Trustee shall, upon receipt of a disbursement request in the form of Exhibit E, disburse funds in the RDA Funding Project Account for Project Costs or RDA/IFA Project Costs requested from one or more Parties in the manner provided in the Governance Agreement or any Development Agreement; provided, however, that during the pendency of any Construction Adverse Condition only the IFA or RDA may request any disbursement for Project Costs or RDA/IFA Project Costs. (ix) The Deposit Trustee shall deposit into the IFA Project Funding Account any additional cash funding provided by RDA for any Rail Project. Unless a Construction Adverse Condition has occurred or the Deposit Trustee shall have received a Construction Adverse Condition Notice, the Deposit Trustee shall, upon receipt of a disbursement request in the form of Exhibit E, disburse funds in the IFA Project Funding Account for Project Costs or RDA/IFA Project Costs requested from one or more Parties in the manner provided in the Governance Agreement or any Development Agreement; provided, however, that during the pendency of any Construction Adverse Condition only the IFA or RDA may request any disbursement for Project Costs or RDA/IFA Project Costs. To the extent required by any Party, the Deposit Trustee shall create a subaccount of each Account for the purpose of segregating funding for one Rail Project from the other Rail Project. Unless IFA and RDA direct the Deposit Trustee to the contrary or unless NICTD shall notify in writing, with copies to IFA and RDA, the Deposit Trustee that FTA regulations require otherwise, the Deposit Trustee will disburse funds available to any specific Rail Project on a pro rata basis from each of the Accounts set forth in such Written Directionsubsection (a) above, which amount shall represent the Borrower Loan Payment due at such time. Upon the for each request of the Fiscal Agent, the Servicer shall provide the Fiscal Agent with a schedule of the Borrower Loan Payment Dates for disbursement approved by IFA and corresponding Borrower Loan Payment amounts. The transfer of moneys from the Capitalized Interest Account of the Project Fund to the Governmental Lender Note Payment Fund or the Servicer as set forth above shall occur automatically without the need for a Written Requisition of the Borrower, or consent of the Funding Lender. After the (d) Immediately prior to any mandatory prepayment of the Governmental Lender Notes pursuant to the terms hereof, any amounts then remaining in the Project Fund shall, at the Written Direction of the Funding Lender, be transferred to the Governmental Lender Note Payment Fund to be applied to the prepayment of the Governmental Lender Notes pursuant heretoRDA. (e) Amounts on deposit in the Project Fund shall be invested in Permitted Investments at the Written Direction of the Borrower. Investment income earned on amounts on deposit in each account of the Project Fund shall be retained in and credited to and become a part of the amounts on deposit in that account of the Project Fund. (f) Amounts on deposit in the Governmental Lender Note Payment Fund, Expense Fund and Closing Costs Fund shall be invested in Permitted Investments at the Written Direction of the Borrower. The Fiscal Agent shall have no discretion for investing funds or advising any party on investing funds. Investment income earned on amounts on deposit in each account of the Governmental Lender Note Payment Fund, Expense Fund and Closing Costs Fund shall be retained in and credited to and become a part of the amounts on deposit in that account of the Governmental Lender Note Payment Fund,