Common use of Project Fund Clause in Contracts

Project Fund. Moneys in the Project Fund shall be used for the purpose of paying Costs of the Project, as provided in this Section and in accordance with the plans and specifications therefor, including any alterations in or amendments to said plans and specifications deemed advisable by the Corporation and approved in accordance with the Loan Agreement. The Trustee shall disburse money on deposit in the Project Fund from time to time to pay or as reimbursement for payment made for other Costs of the Project (other than Costs of Issuance), in each case within five Business Days after receipt by the Bond Trustee of written disbursement requests of the 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 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 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: (a) 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 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, such money shall be deposited and applied in the 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 Corporation, such money may be applied for any other purpose that, based on an Opinion of Bond Counsel addressed and delivered to the Trustee and the Issuer, will not adversely affect the exclusion of the 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, 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 to the Issuer of such action.

Project Fund. Moneys (a) The Deposit Trustee shall receive proceeds or funding for the Rail Projects and deposit and administer the same in the Project Fund shall be used for the purpose of paying Costs of the Project, as provided in this Section and in accordance with the plans and specifications therefor, including any alterations in or amendments to said plans and specifications deemed advisable by the Corporation and approved in accordance with the Loan Agreement. following Accounts: (i) The Deposit Trustee shall disburse money on deposit in into the IFA Appropriations Project Fund from time Account the proceeds of any IFA Appropriations Bonds transferred by IFA or RDA to time to pay or as reimbursement the Deposit Trustee, other than those proceeds held for payment made for other Costs of costs of issuance, Expenses and interest on such IFA Appropriations Bonds. Unless a Construction Adverse Condition has occurred or the Project (other than Costs Deposit Trustee shall have received a Construction Adverse Condition Notice, the Deposit Trustee shall, upon receipt of Issuance), a disbursement request in each case within five Business Days after receipt by the Bond Trustee of written disbursement requests of the Corporation in substantially the form of Exhibit D heretoE, signed by disburse funds in the Corporation Representative, accompanied (if appropriate) by a completed AIA Document G702 IFA Appropriations Project Account for Project Costs or RDA/IFA Project Costs requested from one or more Parties in the substantial equivalent, signed by manner provided in 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 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 intoapplicable Trust Indenture, the Trustee shall make payments for Costs of the Project 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 Governance Agreement or 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: (a) 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 ripenDevelopment Agreement; provided, however, there that during the pendency of any Construction Adverse Condition only the IFA or RDA may be excepted from request any disbursement for Project Costs or RDA/IFA Project Costs. (ii) The Deposit Trustee shall deposit into the foregoing statement IFA RDA Member Project Account the proceeds of any claim IFA RDA Member Bonds transferred by IFA or claims out RDA, other than those proceeds held for payment of which costs of issuance, Expenses and interest on such IFA RDA Member Bonds. Unless a lien exists Construction Adverse Condition has occurred or might ripen the Deposit Trustee shall have received a Construction Adverse Condition Notice, the Deposit Trustee shall, upon receipt of a disbursement request in the event that form of Exhibit E, disburse funds in the Corporation intends to contest such claim IFA RDA Member Project Account for Project Costs for the Double Track Rail Project or claims RDA/IFA Project Costs for the Double Track Rail Project requested from one or more Parties in accordance with the Loan manner provided in the applicable Trust Indenture, the Governance Agreement or any Development Agreement, in which event such claim or claims shall be described; provided, furtherhowever, that it 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 be stated that moneys are 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 deposit 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 Fund Account for Project Costs for the West Lake Corridor Rail Project or are available through enumerated bank loans 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. (including letters iv) The Deposit Trustee shall deposit into the IFA ▇▇▇▇ Project Account the proceeds of credit) any ▇▇▇▇ transferred by IFA or RDA, other sources sufficient to make than those proceeds held for payment of costs of issuance, Expenses and interest on such ▇▇▇▇. Unless a Construction Adverse Condition has occurred or the full amount which might 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 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 event be payable in order to satisfy such claim Development Agreement; provided, however, that during the pendency of any Construction Adverse Condition only the IFA or claims; andRDA may request any disbursement for Project Costs or RDA/IFA Project Costs. (cv) if The Deposit Trustee shall deposit into the NICTD Contributions Project Account the funding required from NICTD for any item was added to, deleted from or substituted for the Rail 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 hereof7.8 of the Governance Agreement. Unless a Construction Adverse Condition has occurred or the Deposit Trustee shall have received a Construction Adverse Condition Notice, there shall remain any money the Deposit Trustee shall, upon receipt of a disbursement request in the Project Fundform of Exhibit E, such money shall be deposited and applied disburse funds in the following order of priority (1) NICTD Project Contributions Account for Project Costs or RDA/IFA Project Costs requested from one or more Parties in the Debt Service Fund to pay the next successive interest payment on the Bonds to become due, and (2) manner provided in the Debt Service Fund to pay the next successive principal payment on the Bonds to become dueGovernance 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 Governance Agreement, to the extent that there are no payments then required on any ▇▇▇▇. 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 discretion 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. ▇▇▇▇▇▇ 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 CorporationAccounts set forth in subsection (a) above, such money may be applied for any other purpose that, based on an Opinion of Bond Counsel addressed each request for disbursement approved by IFA and delivered to the Trustee and the Issuer, will not adversely affect the exclusion of the 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, 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 to the Issuer of such actionRDA.

Project Fund. Moneys (a) There is hereby created by the District and established with the Trustee the special fund of the District designated its “Dock and Wharf Facility Revenue Bonds, Series 2016 (Jefferson Energy Companies Project) Project Fund” (herein referred to as the “Project Fund”). The money deposited in the Project Fund, including all money therein and all investments thereof, shall be held in trust and applied solely as provided in this Section. (b) On the date of issuance of the Series 2016 Bonds, the Trustee shall transfer the amount set forth in the Approval Certificate from the Closing Fund to the Project Fund. (c) The 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 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 on the Bonds. (3) 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 of 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 Trustee shall, as directed by said certificate, transfer any remaining balance in the Project Fund, except with respect to the foregoing retention for claims (which shall be transferred to the Debt Service Fund upon the resolution of such dispute pertaining thereto as certified by the District to the Trustee), as designated on said certificate to the Debt Service Fund, which shall be used only to pay principal on the Series 2016 Bonds. Upon such transfer, the Project Fund shall be closed. Monies in the Project Fund shall be used for the purpose of paying Costs of the Project, as provided in this Section and in accordance with the plans and specifications therefor, including any alterations in or amendments to said plans and specifications deemed advisable by the Corporation and approved in accordance with the Loan Agreement. The Trustee shall disburse money on deposit in the Project Fund from time to time to pay or as reimbursement for payment made for other Costs of the Project (other than Costs of Issuance), in each case within five Business Days after receipt by the Bond Trustee of written disbursement requests of the 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 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 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: (a) 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 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, such money shall be deposited and applied in the following order of priority (1) in the Debt Service Fund to pay upon the next successive interest payment on the Bonds to become due, and (2) occurrence of an Event of Default resulting in the Debt Service Fund to pay the next successive principal payment on the Bonds to become due; provided, in the discretion an acceleration of the Corporation, such money may be applied for any other purpose that, based on an Opinion of Bond Counsel addressed and delivered to the Trustee and the Issuer, will not adversely affect the exclusion of the 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, 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 to the Issuer of such actionBonds.

Project Fund. Moneys (a) The Deposit Trustee shall receive proceeds or funding for the Rail Projects and deposit and administer the same in the Project Fund shall be used for the purpose of paying Costs of the Project, as provided in this Section and in accordance with the plans and specifications therefor, including any alterations in or amendments to said plans and specifications deemed advisable by the Corporation and approved in accordance with the Loan Agreement. following Accounts: (i) The Deposit Trustee shall disburse money on deposit in into the IFA Appropriation Project Fund from time Account the proceeds of any IFA Appropriation Bonds transferred by IFA or RDA to time to pay or as reimbursement the Deposit Trustee, other than those proceeds held for payment made for other Costs of costs of issuance, Expenses and interest on such IFA Appropriation Bonds. Unless a Construction Adverse Condition has occurred or the Project (other than Costs Deposit Trustee shall have received a Construction Adverse Condition Notice, the Deposit Trustee shall, upon receipt of Issuance), a disbursement request in each case within five Business Days after receipt by the Bond Trustee of written disbursement requests of the Corporation in substantially the form of Exhibit D heretoE, signed by disburse funds in the Corporation Representative, accompanied (if appropriate) by a completed AIA Document G702 IFA Appropriation Project Account for Project Costs or RDA/IFA Project Costs requested from one or more Parties in the substantial equivalent, signed by manner provided in 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 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 intoapplicable Trust Indenture, the Trustee shall make payments for Costs of the Project 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 Governance Agreement or 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: (a) 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 ripenDevelopment Agreement; provided, however, there that during the pendency of any Construction Adverse Condition only the IFA or RDA may be excepted from request any disbursement for Project Costs or RDA/IFA Project Costs. (ii) The Deposit Trustee shall deposit into the foregoing statement IFA RDA Member Project Account the proceeds of any claim IFA RDA Member Bonds transferred by IFA or claims out RDA, other than those proceeds held for payment of which costs of issuance, Expenses and interest on such IFA RDA Member Bonds. Unless a lien exists Construction Adverse Condition has occurred or might ripen the Deposit Trustee shall have received a Construction Adverse Condition Notice, the Deposit Trustee shall, upon receipt of a disbursement request in the event that form of Exhibit E, disburse funds in the Corporation intends to contest such claim IFA RDA Member Project Account for Project Costs or claims RDA/IFA Project Costs requested from one or more Parties in accordance with the Loan manner provided in the applicable Trust Indenture, the Governance Agreement or any Development Agreement, in which event such claim or claims shall be described; provided, furtherhowever, that it 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 be stated that moneys are 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 deposit 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 Fund Account for Project Costs or are available through enumerated bank loans 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. (including letters iv) The Deposit Trustee shall deposit into the IFA ▇▇▇▇ Project Account the proceeds of credit) any ▇▇▇▇ transferred by IFA or RDA, other sources sufficient to make than those proceeds held for payment of costs of issuance, Expenses and interest on such ▇▇▇▇. Unless a Construction Adverse Condition has occurred or the full amount which might 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 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 event be payable in order to satisfy such claim Development Agreement; provided, however, that during the pendency of any Construction Adverse Condition only the IFA or claims; andRDA may request any disbursement for Project Costs or RDA/IFA Project Costs. (cv) if The Deposit Trustee shall deposit into the NICTD Contributions Project Account the funding required from NICTD for any item was added to, deleted from or substituted for the Rail 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 hereof7.8 of the Governance Agreement. Unless a Construction Adverse Condition has occurred or the Deposit Trustee shall have received a Construction Adverse Condition Notice, there shall remain any money the Deposit Trustee shall, upon receipt of a disbursement request in the Project Fundform of Exhibit E, such money shall be deposited and applied disburse funds in the following order of priority (1) NICTD Project Contributions Account for Project Costs or RDA/IFA Project Costs requested from one or more Parties in the Debt Service Fund to pay the next successive interest payment on the Bonds to become due, and (2) manner provided in the Debt Service Fund to pay the next successive principal payment on the Bonds to become dueGovernance 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 Governance Agreement, to the extent that there are no payments then required on any ▇▇▇▇. 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 discretion 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. ▇▇▇▇▇▇ 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 CorporationAccounts set forth in subsection (a) above, such money may be applied for any other purpose that, based on an Opinion of Bond Counsel addressed each request for disbursement approved by IFA and delivered to the Trustee and the Issuer, will not adversely affect the exclusion of the 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, 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 to the Issuer of such actionRDA.

Project Fund. Moneys (a) Money on deposit in the Improvement Account and Costs of Issuance Account of the Project Fund shall be used for the purpose purposes specified in Section 2.1. (b) Disbursements from the Costs of paying Issuance Account of the Project Fund shall be made by the Trustee to 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 ProjectImprovement 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 provided in this Section and in accordance with the plans and specifications therefor, including any alterations in or amendments to said plans and specifications deemed advisable directed by the Corporation and approved City. (c) If the City Representative determines in accordance with the Loan Agreement. The Trustee shall disburse money his or her sole discretion that amounts then on deposit in the Project Fund from time Improvement Account are not expected to time be expended for purposes thereof due to pay the abandonment, or as reimbursement for payment made for other Costs constructive abandonment, of the Project (other than Costs of Issuance)Improvement Area #3 Projects, such that, in each case within five Business Days after receipt by the Bond Trustee of written disbursement requests opinion of the Corporation in substantially the form of Exhibit D hereto, signed by the Corporation City Representative, accompanied (if appropriate) by a completed AIA Document G702 or it is unlikely that the substantial equivalent, signed by amounts in the construction manager, general contractor or architect Improvement Account will ever be expended for the Project and/or invoices describing personal property (including serial numberspurposes thereof, if any) for which payment is being requested. The Trustee may require that such payout be made through the City Representative shall file a customary construction loan disbursement agreement. The Trustee is authorized to enter into a construction loan disbursement agreement City Certificate with the Corporation and an escrow agent acceptable 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 Trustee. In Redemption Fund to redeem Improvement Area #3 Bonds on the event such agreement is entered into, earliest practicable date after notice of redemption has been provided in accordance with this Master Indenture and the Trustee Improvement Account shall make payments for Costs of the Project pursuant to said agreement to the extent provided by said agreement. be closed. (d) In making payments any determination pursuant to this Section, the Trustee 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 written requests and accompanying certificates and statements and shall costs are not be required to make any independent investigation in connection therewith. If be paid from the Improvement Account pursuant to a Certificate 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 itemPayment, it shall give written notice of such decision to the Trustee and upon receipt of such notice the Trustee shall not make such paymenttransfer 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) Upon a determination by the City Representative that all costs of issuance of the Bonds have been paid, any amounts remaining in the Costs of Issuance Account shall be transferred as directed by the City in a City Certificate filed with the Trustee, and the Costs of Issuance Account shall be closed. If such City Certificate is so filed, the Issuer so requests, a copy amounts on deposit in the Costs of each written disbursement request submitted to the Trustee for payment under this Section Issuance Account shall be promptly provided transferred, as directed by the Trustee City, to (i) the Issuer. The Trustee shall keep and maintain adequate records pertaining to Improvement Account of 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 used to the Trustee, within 90 days after completion of the Project, an Officer’s Certificate stating the following: (a) 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 pay Actual Costs of the Project have been fully paid for Improvement Area #3 Projects or (ii) to the Principal 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 Project Fund or are available through enumerated bank loans (including letters of credit) or other sources sufficient to make payment Interest Account 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 Bond Fund 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, such money shall be deposited and applied in the following order of priority (1) in the Debt Service Fund used 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 Corporation, such money may be applied for any other purpose that, based on an Opinion of Bond Counsel addressed and delivered to the Trustee and the Issuer, will not adversely affect the exclusion of the 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, 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 to the Issuer of such actionImprovement Area #3 Bonds.