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 City 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 Bonds 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 AgreementProject. 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 Company for payment of) costs of the ProjectsProject, as the case may be, as follows: (1) Costs incurred directly or indirectly for or in connection with the issuance of the Bonds and the acquisition, constructionrehabilitation, expansion, equipping, installation or improvement of the ProjectsProject, as the case may be, including: costs incurred with respect to preliminary planning and studies; architectural, legal, engineering, accounting, consulting, supervisory supervisory, trustee fees, publication costs, and other services; labor, services and materials; and recording of documents and title work; (2) Capitalized interest costs, namely a portion of the interest on the Bonds from the date of their original delivery through and including __________, 20_____; (3) Costs incurred directly or indirectly in seeking to enforce any remedy against any contractor or subcontractor in respect of any actual or claimed default under any contract relating to the ProjectsProject, 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, constructionrehabilitation, expansion, equipping, installation or improvement of the ProjectsProject, 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 Company for the payment of such fees, costs or expenses, other than Costs the costs of Issuanceissuance of the Bonds, shall be made by the Trustee only upon the written order of the FoundationCompany. 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. requested (b“Disbursement Request”). Each Disbursement Request shall be submitted to the Authorized Representative of the City for review and approval prior to submitting to the Trustee for disbursement from the Project Fund. Approval of or a request for additional information regarding a Disbursement Request shall be provided by the City within ten (10) business days or it shall be deemed approved by the City. If a Disbursement Request is so deemed to be approved by the City in accordance with the immediately preceding sentence, the Company shall provide the Trustee with a written certification to that effect, at the time the Company submits any such Disbursement Request to the Trustee; and, the Trustee shall be fully protected in relying on any such certification in the disbursing of any such requested amounts and shall have no duty or obligation to confirm that the City received such Disbursement Request as required hereunder. The City may, at its option, disapprove of specific reimbursements requested by the Company which shall not be reimbursable from the Project Fund by the Trustee and shall specify in writing to the Company and Trustee the reason for disapproving a reimbursement item of a Disbursement Request. The Trustee has no duty or obligation to determine the appropriateness of any such objection and shall be fully protected in withholding any payments not approved by the City. The Trustee shall cause to be kept and maintained adequate accurate records pertaining to the Project Fund and all disbursements therefrom. If requested by the Foundation Company or the IssuerCity, the Trustee shall file copies of the records pertaining to the Project Fund and all disbursements from such fund with the Issuer City and the Foundation. (c) Company. If, after payment of all costs of the Project requested by the FoundationCompany, there shall remain any balance of moneys in the Project Fund, the Issuer City shall transfer all moneys then in such Project Fund to the Expenditure Agreement Bond Fund. The Company shall provide the Trustee with written notice when all costs of the Project payable from the Project Fund have been paid.

Project Fund. (A) There shall be deposited in the Project Fund any and all amounts required to be deposited therein pursuant to Section 4.2 and Section 5.6 hereof or otherwise required to be deposited therein pursuant to the Agreement or this Indenture. (B) Provided that no Event of Default shall have occurred and be continuing, the Trustee shall apply the amounts in the Project Fund, subject to the provisions of subsection (H) below, upon requisition submitted in accordance with subsection 5.2(C) hereof, to pay the costs of the Project and the issuance of the Bonds, including, but not limited to: (1) The Issuer costs of title insurance, surveys, legal fees and recording and other closing expenses; (2) Obligations incurred for labor and materials; (3) All costs of contract bonds and of insurance of all kinds that may be required or necessary during the course of construction of the Project; (4) All costs of engineering services, including the costs of test borings, surveys, estimates, plans and specifications and preliminary investigation therefor and for supervising construction, as well as for the performance of all other duties required by or consequent upon the proper construction of, and alterations, additions and improvements to, the Project; (5) All expenses incurred in connection with the issuance, execution and sale of the Bonds, including compensation and expenses of the Trustee, legal, accounting and consulting expenses and fees, costs of printing and engraving, and recording and filing fees; (6) All costs which the Borrower shall maintain be required to pay, under the terms of any contract or contracts, for the acquisition, construction, installation or equipping of the Project, including any amounts required to reimburse the Borrower for advances made for any of the above items or for any other costs incurred and for work done which are properly chargeable to the Project; (7) Interest due and payable on the Bonds from the date of issuance to the Completion Date of the Project; and (8) Any other costs and expenses relating to the Project or the issuance of Additional Bonds. (C) The Trustee is hereby authorized and directed to issue its checks or to effect wire transfers for each disbursement from the Project Fund (excepting any fees and expenses payable to the Trustee as to which no further authority is required) upon a requisition submitted to the Trustee and signed by an Authorized Representative of the Borrower and approved by the Original Purchaser. Such requisition shall state with respect to each payment to be made: (1) the requisition number, (2) the name and address of the person, firm or corporation to whom payment is due, or to whom a reimbursable advance, if any, has been made, (3) the amount to be paid, (4) that each obligation mentioned therein has been properly incurred within the provisions of the Agreement, is a proper charge against the Project Fund, is unpaid or unreimbursed, and has not been the basis of any previous withdrawal, and (5) that the requisition and the use of proceeds set forth therein are consistent in all material respects with the Tax Regulatory Agreement and (6) unless the Trustee has received the certificate described in subsection 5.3(F)(2) hereof, 95% or more of the amount requisitioned is to be applied to costs (a) paid or incurred no more than 60 days prior to and cost paid or incurred after the adoption of the Authority's inducement and other resolutions for the Project, (b) for the acquisition, construction or reconstruction of land or property of a character subject to the allowance for depreciation provided in Section 167 of the Internal Revenue Code of 1986, as amended, and (c) which are chargeable to the capital account of the Project or would be so chargeable either with an election by the Borrower or but for the election of the Borrower to deduct the amount of the item. (D) In making any such payment from the Project Fund the Trustee may rely on such requisitions and proof delivered to it and the Trustee shall be relieved of all liability with respect to making such payments in accordance with the foregoing. (E) The Trustee shall hold in the Project Fund an amount equal to five percent (5%) of the net proceeds of the Bonds until the Trustee has received, with respect to the Bonds, a certified statement of Project Costs together with the Borrower's certificate accompanied by an accountant's report to the effect that Project Costs in an amount equal to 95% or more of the Proceeds of the Bonds (as defined in the Tax Regulatory Agreement) have been paid or incurred for the acquisition, construction or reconstruction of land or depreciable property under the Code and have been or could be capitalized by the Borrower for federal income tax purposes. Such documents may be delivered upon issuance of the Bonds and may anticipate the use of the final amounts to be requisitioned permitted by subsections 5.3(E) and (F) hereof. Upon the receipt of such documents, the Trustee shall apply the balance in the Project Fund (including any amounts deposited therein from the Earnings Fund calculated for the Computation Period ending with the completion of the Project) to or at the direction of the Borrower in accordance with such documents. The Borrower shall notify the Trustee of any inability to deliver such documents, and in that event the Trustee shall upon the receipt of such notification transfer the balance in the Project Fund to the Redemption Account. (F) The completion of the Project shall be evidenced by the filing with the Authority and the Trustee of a certificate of an Authorized Representative of the Borrower in accordance with Article IV of the Agreement, stating the date of such completion and the amount, if any, required in its opinion for the payment of any remaining part of the costs of the Project. Upon the filing of such certificate, the balance in the Project Fund in the custody excess of the Trusteeamount, to the credit of which deposits are to be made as required by the provisions of Section 3.1 hereof. (a) Moneys held if any, stated in the Project Fund representing proceeds of the sale of the Expenditure Agreement such certificate, shall be disbursed applied by the Trustee in accordance with the provisions written order of any Authorized Representative of the Borrower in one or more of the following ways: (1) Deposited in the Redemption Account of the Debt Service Fund; or (2) Used in any other manner which preserves the exemption of interest on the Bonds from Federal income taxation, provided there is delivered to the Trustee an opinion of counsel by an attorney or firm of attorneys of recognized national standing on the subject of municipal bonds to the effect that the use of such moneys is permitted by law and will not adversely affect the exemption from federal income taxation of interest on the Bonds. The Trustee may rely on such opinion in any disbursement of funds pursuant to this Section 4.3 to pay subsection 5.2(F)(2). Thereafter, upon payment of all the costs of the Projects, including the issuance costs of the Expenditure Agreement. Subject and expenses incident to the provisions below and to Project, any applicable representations, warranties and covenants contained balance in the Indenture or the Financing Agreement, disbursements from the Project Fund shall be made only to pay (or to reimburse deposited in the Foundation for payment of) costs Redemption Account 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 Debt Service 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. (bG) The Trustee shall cause to be kept and maintained adequate records pertaining to Promptly following June 30 in each year following the Project Fund and all disbursements therefrom. If requested by the Foundation or the Issuer, the Trustee shall file copies issuance of the records pertaining to the Project Fund and all disbursements from such fund with the Issuer and the Foundation. (c) Ifapplicable series of Bonds, after payment of all costs of the Project requested by the Foundation, until there shall remain any is no balance of moneys remaining in the Project Fund, the Issuer Borrower shall transfer all moneys then deliver a report to the Authority setting forth the amount remaining in such the Project Fund as of such date and a schedule of the securities in which such amounts are invested (which shall be based upon reports of the Trustee). (H) In the event the Borrower shall be required to or shall elect to cause the Bonds to be redeemed in full pursuant to Article VIII of the Agreement, the balance in the Project Fund which is not required to pay incurred Project Costs shall be deposited in the Redemption Account of the Debt Service Fund. (I) Notwithstanding anything herein to the Expenditure Agreement Fundcontrary, upon and during the continuance of any Event of Default, the Trustee shall not make any disbursement of any amounts constituting proceeds of the Initial Bonds deposited in the Project Fund except with written consent of the owner of the Initial Bonds.

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.