Common use of Construction Fund Clause in Contracts

Construction Fund. (a) There is hereby established and created a fund designated as the “Fishers Redevelopment Authority Construction Fund” (the “Construction Fund”), to which the 20 Bond proceeds shall be deposited as described in Section 2.06. The Trustee shall apply said Construction Fund to the costs of acquisition and construction of the Project, including, but not limited to, the following items: (1) The purchase price of the Leased Premises; (2) Obligation incurred for labor and to contractors, builders and materialmen in connection with the Projects; (3) The cost of equipment, if any, for the Projects; (4) The cost of all indemnity and surety bonds required by this Indenture, the fees and expenses of the Trustee, the Registrar, and any Paying Agent during construction, and premiums on insurance during construction; (5) Expenses and fees of lawyers, the Trustee, financial advisors, architects, engineers and construction managers; (6) All costs and expenses incurred in connection with the issuance and sale of the Bonds, including, without limitation, attorneys’ fees, Trustee fees and expenses, printing costs, and recording and filing fees; (7) All other incidental costs incurred in connection with the cost of the Projects; and (8) Any amount required to be deposited in the Rebate Fund during the period of acquisition and construction. (b) The Trustee shall pay the items listed above upon the written request of any officer of the Authority, Mayor of the City, or the Controller of the City, upon presentation of invoices or other documents evidencing the amounts due as evidenced by the written request in substantially the form set forth in Exhibit B. (c) The Authority shall furnish to the Trustee at the time all of the Projects are complete and ready for use an affidavit in substantially the form set forth in Exhibit C (the “Affidavit of Completion”) executed by any officer of the Authority (or such other individuals as are designated in writing to the Trustee by the Authority), and an officer of the Commission (or such other individuals as are designated in writing to the Trustee by the Commission), to the effect that all of the Projects have been completed. (d) For a period ending one year after the filing of the Affidavit of Completion, the Trustee shall hold in the Construction Fund one hundred fifty percent (150%) of the amount of any disputed claims of contractors and work to be repaired, or if less, shall hold the entire balance of the Construction Fund, and shall transfer the unobligated balance of the Construction Fund, if any, to the Sinking Fund. Any balance remaining in the Construction Fund after payment of all disputed claims, claims for repair work and obligations for additional improvements or equipment authorized by Subsection (Second) of Section 5.11 hereof shall be transferred to the Sinking Fund within ten (10) days after the last payment of such obligations after which, the Construction Fund shall be closed. The Trustee shall have no responsibility to see that the Construction Fund is properly applied, except as herein specifically provided.

Construction Fund. (a) There The Construction Fund, as defined in and required by the Indenture, which shall be drawn on and used by the Issuer to pay the Costs of Issuance of the Bonds and Facilities Costs when due and payable, is hereby established and created a fund designated as the “Fishers Redevelopment Authority Construction Fund” (the “Construction Fund”), to which the 20 Bond proceeds shall be deposited as described in Section 2.06created. The Trustee Issuer shall apply said Construction Fund to deposit the costs of acquisition proceeds from the sale and construction delivery of the Project, including, but not limited to, the following itemsBonds as follows: (1) The purchase price of the Leased Premises; (2) Obligation incurred for labor and to contractors, builders and materialmen in connection with the Projects; (3) The cost of equipmentaccrued interest, if any, in the Debt Service Fund, and (2) the remainder in the Construction Fund. The Trustee, on behalf of the Issuer, pursuant to request of the Company, shall draw on and use the Construction Fund as follows: (a) Immediately after the delivery of the Bonds authorized hereby, the Company, or the Trustee, upon direction of an Authorized Company Representative, shall pay directly to the Issuer, the amount (if any) required to reimburse the Issuer for its administrative and overhead expenses directly attributable and chargeable to the ProjectsCosts of Issuance of the Bonds authorized hereby. (b) So long as no Event of Default shall have occurred and be continuing, the Trustee shall disburse moneys from the Construction Fund to pay Facilities Costs upon receipt of the following: (i) a written requisition (which may incorporate the certifications set forth in (ii) below) for such payment signed by an Authorized Company Representative (each requisition to be numbered consecutively); (4ii) The cost of all indemnity and surety bonds required a certificate by this Indenture, the fees and expenses of the Trustee, the Registrar, and any Paying Agent during construction, and premiums on insurance during construction;an Authorized Company Representative certifying: (5A) Expenses that the obligation described in such requisition represents a Facilities Cost and fees of lawyers, the Trustee, financial advisors, architects, engineers and construction managers; (6) All costs and expenses has been properly incurred in connection with the issuance and sale of the BondsBonds or the acquisition, including, without limitation, attorneys’ fees, Trustee fees construction and expenses, printing costs, and recording and filing feesinstallation of the Facilities; (7B) All other incidental costs incurred in connection with that such obligation is a proper charge against the cost Construction Fund and has not been the basis of any previous withdrawal from the Construction Fund; (C) that such requisition contains no request for payment on account of any portion of such obligation which the Company is, as of the Projectsdate of such requisition, entitled to retain under any retained percentage agreements; (D) that insofar as such requisition relates to labor, services, materials, supplies and/or equipment (1) such labor and/or services were actually performed in a satisfactory manner and (2) such materials, supplies and/or equipment were actually used in or about the Plant or delivered to the Plant for that purpose; (E) that the expenditure of such amount to be paid, when added to all disbursements under previous requisitions, will result in at least 95% of the total of such disbursements being used to provide "sewage facilities" or "solid waste disposal facilities" within the meaning of Sections 142(a)(5) and 142(a)(6), respectively, of the Code; and (8) Any amount required to be deposited F) in the Rebate Fund during case of requisitions for Costs of Issuance, that the period cumulative total amount drawn thereunder for Costs of acquisition and construction. Issuance does not exceed 2% of the proceeds of the Bonds (b) The Trustee shall pay the items listed above upon the written request exclusive of any officer of the Authority, Mayor of the City, or the Controller of the City, upon presentation of invoices or other documents evidencing the amounts due as evidenced by the written request in substantially the form set forth in Exhibit B.original issue discount). (c) The Authority Trustee shall furnish rely fully on any such request and certificate delivered pursuant to this Section and shall not be required to make any investigation in connection therewith. If amounts paid by the Trustee at the time all pursuant to (b) above with respect to any portion of the Projects are complete and ready for use an affidavit in substantially Facilities exceed the form set forth in Exhibit C (cost thereof, the “Affidavit of Completion”) executed by any officer of Company shall promptly repay such overpayment into the Authority (or such other individuals as are designated in writing to the Trustee by the Authority), and an officer of the Commission (or such other individuals as are designated in writing to the Trustee by the Commission), to the effect that all of the Projects have been completedConstruction Fund. (d) For a period ending one year after The Issuer hereby gives its express written authority to the filing Company to direct the investment of the Affidavit of Completion, the Trustee shall hold in the Construction Fund one hundred fifty percent (150%) of by the amount Trustee as hereinafter provided. The Issuer hereby finds and determines that the investment of any disputed claims of contractors and work to be repaired, or if less, shall hold the entire balance money held as part of the Construction Fund, and shall transfer the unobligated balance of the Construction Fund, if anyFund in obligations hereinafter permitted will, to the Sinking Fundextent permitted by Section 148 of the Code, yield the highest possible rate of return while providing necessary protection of the principal consistent with the needs for such money under this Agreement. Any balance remaining in the Construction Fund after payment money held as part of all disputed claims, claims for repair work and obligations for additional improvements or equipment authorized by Subsection (Second) of Section 5.11 hereof shall be transferred to the Sinking Fund within ten (10) days after the last payment of such obligations after which, the Construction Fund shall be closedinvested or reinvested by the Trustee in the same manner as provided for in the Bond Fund. The Trustee shall have no responsibility Upon acceleration of the maturity of the Bonds pursuant to see that the Indenture, any amounts held in or on deposit in the Construction Fund is properly appliedshall be transferred by the Trustee to the Bond Fund. (e) Because the Facilities have been completed and placed in service prior to the issuance of the Bonds, except as herein specifically providedthe parties anticipate that the entire proceeds of the Bonds deposited in the Construction Fund will be withdrawn on the Issue Date to reimburse the Company for Facilities Costs already incurred by the Company.

Construction Fund. (a) There is hereby established and created a fund designated as Prior to the “Fishers Redevelopment Authority Construction Fund” (Date of Commercial Operation of the “Construction Fund”)Final Units, to which the 20 Bond proceeds following amounts shall be deposited as described in Section 2.06. The Trustee shall apply said into the Construction Fund to Fund: (i) the costs of acquisition and construction proceeds of the Project, including, but not limited to, the following items: (1) The purchase price of the Leased Premises; (2) Obligation incurred for labor and to contractors, builders and materialmen in connection with the Projects; (3) The cost of equipment, if any, for the Projects; (4) The cost of all indemnity and surety bonds required by this Indenture, the fees and expenses of the Trustee, the Registrar, and any Paying Agent during construction, and premiums on insurance during construction; (5) Expenses and fees of lawyers, the Trustee, financial advisors, architects, engineers and construction managers; (6) All costs and expenses incurred in connection with the issuance and sale of the Bonds, including, without limitation, attorneys’ fees, Trustee fees Authority Bonds remaining following the Initial Disbursement and expenses, printing costs, and recording and filing fees; (7) All other incidental costs incurred the deposit of funds into the Construction Interest Account in connection accordance with the cost Indenture, (ii) all Project Revenues received by the Partnership, (iii) any income from the investment of the Projects; and monies in any Fund pursuant to SECTION 3.11 (8) Any amount required Investments), (iv) all equity contributions of the Contributing Partners to be deposited in the Rebate Fund during the period of acquisition Partnership, (v) all Loss Proceeds, (vi) all proceeds from any delayed opening or business interruption insurance and construction(vii) all EPC Contract delay damages and performance damages. (b) The Trustee shall pay On the items listed above Closing Date, upon receipt by the written request Collateral Agent of any officer a complete and properly executed requisition substantially in the form of Exhibit 3.1 (a "Requisition") signed by an Authorized Representative of the Authority, Mayor Partnership (the contents of the City, or the Controller of the City, upon presentation of invoices or other documents evidencing the amounts due as evidenced which shall be confirmed by the written request in substantially Independent Engineer to the form extent set forth in Exhibit B.such Requisition), the Collateral Agent shall apply the amount on deposit in the Construction Fund to the payment, or reimbursement, to the extent the same have been paid or satisfied by the Partnership, of Project Costs in accordance with such Requisition. (c) The Authority shall furnish Monthly after the Closing Date, or as frequently as may reasonably be necessary, the Partnership may submit a Requisition to disburse monies from the Construction Fund; PROVIDED, that each Requisition (except for any Requisition with respect to the Trustee at initial drawing on the time all Closing Date) shall be submitted to the Collateral Agent no less than three (3) Business Days in advance of the Projects drawing date and shall include a certificate of an Authorized Officer including the following: (i) a certification that the proceeds thereof shall be used solely to pay Project Costs in accordance with the Common Agreement; (ii) a certification that work performed to date has been satisfactorily performed in a good and workmanlike manner and pursuant to and in accordance with the terms and conditions of the Project Document under which such work has been performed; (iii) a statement that undisbursed funds on deposit in the Construction Fund, together with funds available under the Equity Contribution Agreement and all other available sources of funds, are reasonably expected to be sufficient to complete the Project according to the EPC Contract and ready the Pipeline EPC Contract on or prior to the Scheduled Date of Commercial Operation for use the Final Units; (iv) a statement that the Partnership reasonably expects that the Facility will be completed when required in order to prevent a termination of the PPA due to delay; (v) a statement that no Default or Event of Default under the Common Agreement has occurred and is continuing; (vi) a statement that proceeds of all prior Requisitions have been expended or applied pursuant to the provisions of the Financing Documents and that the items for which amounts are requested in the subject Requisition have not been the basis for a previous Requisition (other than as an affidavit Estimated Project Cost (as defined in substantially such Requisition)); (vii) a certification that all required insurance policies, material Governmental Approvals and necessary Project Documents are in full force and effect; (viii) a certification that the form representations set forth in Exhibit C (the “Affidavit of Completion”Sections 4.1(a), 4.1(e), 4.1(f), 4.1(g), 4.1(k) executed by any officer and 4.1(q) of the Authority Common Agreement are true and correct in all material respects; (or such other individuals as are designated in writing to ix) a statement that the Trustee by Partnership is and the Authority), and an officer of the Commission (or such other individuals as are designated in writing to the Trustee by the Commission)Facility Site is, to the effect that all best of the Projects have Partnership's knowledge, in compliance with all Environmental Laws affecting the Facility Site or the Facility, the noncompliance with which could reasonably be expected to result in a Material Adverse Effect and (x) a statement that there has not been completedany sale, forfeiture or loss of any material amount of the Collateral and the Collateral is not subject to any Liens other than Permitted Liens. Subject to the remaining provisions of this Section 3.1, upon receipt of a properly delivered Requisition, the Collateral Agent shall transfer funds from the Construction Fund in accordance with such Requisition. (d) For If the Partnership cannot satisfy the requirements of clauses (i), (iv) or (vi) of Section 3.1(c), the Collateral Agent shall not release funds from the Construction Fund in respect of such Requisition until such clauses are satisfied. If the Partnership cannot satisfy clauses (ii), (iii), (v), (vii), (viii), (ix) or (x) of Section 3.1(c), but the Collateral Agent receives a period ending one year after Requisition signed by the filing Partnership (i) specifying and identifying the failure, and the causes for the failure, to satisfy the requirements of such clauses (ii), (iii), (v), (vii), (viii), (ix) or (x) of Section 3.1(c) and (ii) certifying that (A) the requirements of clauses (i), (iv) and (vi) of Section 3.1(c) are satisfied (which shall be confirmed by the Independent Engineer to the extent set forth in such Requisition), (B) there exists no Bankruptcy Event in respect of the Affidavit Partnership, and (C) each of Completionthe EPC Contract, the Trustee Power Purchase Agreement, required insurance policies and material Governmental Approvals required by the Transaction Documents for construction of the Facility is in full force and effect (which shall hold be confirmed by the Independent Engineer), then the Collateral Agent shall disburse funds in accordance with such Requisition. Within fifteen (15) days of receipt of such Requisition, the Collateral Agent shall give notice to the Senior Parties describing such failure and specifying that, unless the Required Senior Parties give notice to the Collateral Agent of their objection to payment of further Requisitions containing any such specified failures, the Collateral Agent shall continue to make payment of such Requisitions from available funds in the Construction Fund, unless the Collateral Agent shall have received, by the second Business Day prior to the date of payment stated in such Requisition, notice of objection from the Required Senior Parties. (e) Notwithstanding the foregoing, the Collateral Agent will not release funds from the Construction Fund in respect of a requisition if a Trigger Event shall have occurred and be known to the Collateral Agent and be continuing until the Collateral Agent determines that such Trigger Event is no longer continuing or the Required Senior Parties give instructions to the Collateral Agent as to application of such funds. (f) If on the date that the Collateral Agent receives a Requisition pursuant to Section 3.1(c) or (d) there are insufficient monies in the Construction Fund one hundred fifty percent (150%) to fully satisfy the uses of funds set forth in such Requisition, the Collateral Agent shall, and is hereby directed to, on the date such Requisition is so received deliver a written notice in accordance with the Equity Contribution Agreement requesting an Equity Contribution in accordance with Section 2 of the amount Equity Contribution Agreement. The Collateral Agent shall apply the proceeds of any disputed claims such Equity Contribution in accordance with the provisions of contractors Section 3.1 (Construction Fund) and work to be repaired, or if less, the remaining provisions hereof. (g) In the event that there shall hold the entire balance of have been deposited into the Construction Fund, and shall transfer the unobligated balance Fund amounts representing proceeds of the Construction Funddelayed opening or business interruption insurance, if any, or delay damages in respect of the EPC Contract, the Partnership and each Senior Party agree that such amounts shall be requisitioned FIRST to the Sinking Fund. Any balance remaining pay Project Costs identified in the Construction Fund after payment of all disputed claims, claims for repair work and obligations for additional improvements or equipment authorized by Subsection clause (Secondxii) of Section 5.11 hereof shall be transferred the definition thereof for the period of the delay in respect of which such proceeds or damages were received, SECOND to pay Project Costs identified in clause (ix) of the Sinking Fund within ten (10) days after the last payment of such obligations after whichdefinition thereof and then, the Construction Fund shall be closed. The Trustee shall have no responsibility to see that the Construction Fund is properly applied, except as herein specifically providedpay other Project Costs.

Construction Fund. (a) There is hereby created and established and created with the Trustee a trust fund designated as "The Industrial Development Board of the “Fishers Redevelopment Authority City of Montgomery -- KINPAK 2002 Construction Fund (the "Construction Fund” ("). All the “Construction Fund”), to which the 20 Bond proceeds shall be deposited as described in Section 2.06. The Trustee shall apply said Construction Fund to the costs of acquisition and construction of the Project, including, but not limited to, the following items: (1) The purchase price of the Leased Premises; (2) Obligation incurred for labor and to contractors, builders and materialmen in connection with the Projects; (3) The cost of equipment, if any, for the Projects; (4) The cost of all indemnity and surety bonds required by this Indenture, the fees and expenses of the Trustee, the Registrar, and any Paying Agent during construction, and premiums on insurance during construction; (5) Expenses and fees of lawyers, the Trustee, financial advisors, architects, engineers and construction managers; (6) All costs and expenses incurred in connection with the issuance and sale of the Bonds, including, without limitation, attorneys’ fees, Trustee fees and expenses, printing costs, and recording and filing fees; (7) All other incidental costs incurred in connection with the cost of the Projects; and (8) Any amount required to Bonds shall be deposited in the Rebate Fund during the period of acquisition and constructionConstruction Fund. (b) The moneys in the Construction Fund shall be paid out by the Trustee shall pay from time to time solely for the items listed above upon purposes of (1) paying Issuance Costs, as defined in the written request of any officer Second Supplemental Lease, but subject to the limitation in Section 2.3(n) thereof; (2) reimbursing to or for the account of the AuthorityCompany all funds advanced to the Issuer or otherwise expended (including for this purpose any interim indebtedness incurred) on or after April 1, Mayor 2000 for the acquisition, construction and equipping of the City, or 2002 Project; and (3) paying the Controller of the City, upon presentation of invoices or other documents evidencing the amounts due as evidenced by the written request in substantially the form set forth in Exhibit B.Project Costs. (c) The Authority Trustee shall furnish make such payments from the Construction Fund, but in each case only after receipt of a payment requisition substantially in the form of Exhibit C attached hereto, duly completed and executed. Each such payment requisition (1) shall be signed by any duly authorized officer, employee or agent of the Issuer; (2) shall state, with respect to each payment requested thereby, the amount requested to be paid, the name and address of the person, firm or corporation to whom such payment is due and the purpose for which such payment is to be made; (3) shall be consecutively numbered; (4) shall be accompanied by bills, invoices or other appropriate documentation supporting the payments or reimbursements requested; (5) shall bear an endorsement signed by the Project Supervisor as to the Trustee at matters therein specified; and (6) shall, prior to submission to the time all Trustee, have been submitted to and approved by the Bank in accordance with the provisions of the Projects are complete and ready for use an affidavit in substantially the form set forth in Exhibit C (the “Affidavit of Completion”) executed by any officer of the Authority (or such other individuals as are designated in writing to the Trustee by the Authority), and an officer of the Commission (or such other individuals as are designated in writing to the Trustee by the Commission), to the effect that all of the Projects have been completedCredit Agreement. (d) For The provisions of this Section to the contrary notwithstanding, if with respect to payment of any item of Project Cost from the Construction Fund the Company shall furnish the Trustee a period ending one year certificate signed by the Project Supervisor stating that the Issuer had failed or refused, after reasonable request therefor made by the filing Company, to issue a payment requisition for payment of such item, the payment requisition therefor may be signed in the name of the Affidavit of CompletionIssuer by the Project Supervisor, and the Trustee shall hold be fully protected in making the Construction Fund one hundred fifty percent (150%) payments directed by such payment requisition as fully and completely as if it were signed by an authorized officer, employee or other agent of the amount Issuer, provided that such payment requisition is accompanied by the endorsement and other documentation required by the provisions of any disputed claims of contractors and work to be repaired, or if less, shall hold the entire balance of the Construction Fund, and shall transfer the unobligated balance of the Construction Fund, if any, to the Sinking Fund. this Section. (e) Any balance amounts remaining in the Construction Fund after payment of all disputed claims, claims for repair work and obligations for additional improvements or equipment authorized the Completion Date shall be applied as directed by Subsection (Secondthe Company pursuant to Section 4.3(c) of Section 5.11 hereof shall be transferred to the Sinking Fund within ten (10) days after the last payment of such obligations after which, the Construction Fund shall be closed. The Trustee shall have no responsibility to see that the Construction Fund is properly applied, except as herein specifically providedSecond Supplemental Lease.

Construction Fund. (a) There is hereby established and created a fund designated as the “Fishers Redevelopment Authority Construction Fund” (the “Construction Fund”), to which the 20 2019 Bond proceeds shall be deposited as described in Section 2.06. The Trustee shall apply said Construction Fund to the costs of acquisition and construction of the Project, including, but not limited to, the following items: (1) The purchase price of the Leased Premises; (2) Obligation incurred for labor and to contractors, builders and materialmen in connection with the Projects; (3) The cost of equipment, if any, for the Projects; (4) The cost of all indemnity and surety bonds required by this Indenture, the fees and expenses of the Trustee, the Registrar, and any Paying Agent during construction, and premiums on insurance during construction; (5) Expenses and fees of lawyers, the Trustee, financial advisors, architects, engineers and construction managers; (6) All costs and expenses incurred in connection with the issuance and sale of the Bonds, including, without limitation, attorneys’ fees, Trustee fees and expenses, printing costs, and recording and filing fees; (7) All other incidental costs incurred in connection with the cost of the Projects; and (8) Any amount required to be deposited in the Rebate Fund during the period of acquisition and construction. (b) The Trustee shall pay the items listed above upon the written request of any officer of the Authority, Mayor of the City, or the Controller of the City, upon presentation of invoices or other documents evidencing the amounts due as evidenced by the written request in substantially the form set forth in Exhibit B. (c) The Authority shall furnish to the Trustee at the time all of the Projects are complete and ready for use an affidavit in substantially the form set forth in Exhibit C (the “Affidavit of Completion”) executed by any officer of the Authority (or such other individuals as are designated in writing to the Trustee by the Authority), and an officer of the Commission (or such other individuals as are designated in writing to the Trustee by the Commission), to the effect that all of the Projects have been completed. (d) For a period ending one year after the filing of the Affidavit of Completion, the Trustee shall hold in the Construction Fund one hundred fifty percent (150%) of the amount of any disputed claims of contractors and work to be repaired, or if less, shall hold the entire balance of the Construction Fund, and shall transfer the unobligated balance of the Construction Fund, if any, to the Sinking Fund. Any balance remaining in the Construction Fund after payment of all disputed claims, claims for repair work and obligations for additional improvements or equipment authorized by Subsection (Second) of Section 5.11 hereof shall be transferred to the Sinking Fund within ten (10) days after the last payment of such obligations after which, the Construction Fund shall be closed. The Trustee shall have no responsibility to see that the Construction Fund is properly applied, except as herein specifically provided.

Construction Fund. (a) There is hereby established and created a fund designated as the “Fishers Redevelopment Authority Construction Fund” (the “Construction Fund”), to which the 20 Bond proceeds shall be deposited as described in Section 2.06. The Trustee shall apply said the Accounts of the Construction Fund any and all amounts required to be deposited therein pursuant to the applicable Supplemental Indenture or otherwise required to be deposited therein pursuant to the Lease or this Indenture. Pending disbursement as provided herein, all amounts in the Construction Fund shall be Pledged Funds for purposes of this Indenture. (b) Subject to the provisions below, disbursements from the Project Account of the Construction Fund shall be made by the Trustee, upon receipt of a requisition submitted by an Authorized Officer of the State in the form set forth in the applicable Supplemental Indenture, only to pay for the following costs of acquisition and construction Improvements to be financed with the proceeds of the Project, including, but not limited to, the following itemsan issue of Bonds: (1i) The purchase price of the Leased Premises; (2) Obligation obligations incurred for labor labor, materials and services and to contractors, builders and materialmen others in connection with the Projectsacquisition, construction and installation of Improvements, for utilities and landscaping, for the restoration or relocation of any property damaged or destroyed in connection with such construction and installation, for the removal or relocation of any structures and for the clearing of lands and further including such improvements as the State determines to be reasonably necessary in connection with Improvements; (3ii) The the cost of equipmentacquiring such other lands, if anyproperty, rights, rights of way, easements, franchises and other interests as may be deemed necessary or convenient for the Projectsconstruction and installation of Improvements, including costs of abstracts of title, title insurance, title guaranty, costs of surveys and other expenses in connection with such acquisition, and the cost of demolishing or removing any buildings or structures on lands so acquired, including the cost of acquiring any lands to which such buildings or structures may be moved and the amount of any damages incident to or consequent upon the acquisition, construction and installation of Improvements; (4iii) The cost of all indemnity and surety bonds required by this Indenture, the reasonable fees and expenses of the Trustee, the RegistrarAuthenticating Agent, and any Paying Agent and Registrar for their services during constructionthe Construction Period and payments, taxes or other governmental charges on the Improvements or on any property acquired, and premiums on insurance insurance, if any, during constructionthe Construction Period; (5iv) Expenses and fees of lawyers, the Trustee, financial advisors, architects, engineers and construction managers; (6) All costs and expenses incurred in connection with the issuance and sale of the Bonds, including, without limitation, attorneys’ fees, Trustee fees and expenses, printing costs, and recording and filing fees; (7) All other incidental costs incurred in connection with the cost of borings and other preliminary investigations to determine foundation conditions or other conditions, expenses necessary or incident to determining the Projectsfeasibility or practicability of constructing and installing Improvements, and fees and expenses of engineers, architects and management and other consultants for making studies, surveys and estimates of costs and of revenues and other estimates, fees and expenses of engineers and architects for preparing plans and specifications and supervising construction, as well as for the performance of all other duties of engineers and architects set forth herein and the fees and expenses of construction managers or project supervisors, all in relation to the acquisition, construction and installation of such Improvements and the issuance of Bonds therefor; and (8) Any amount required v) legal expenses and fees, bond insurance premiums and other credit enhancement costs, financing charges, rating agency fees, expenses of recordation of legal instruments, costs of printing, costs of audits and of preparing and issuing the Bonds, and all other items of expense not specified elsewhere in this Section and incident to be deposited the acquisition, construction and installation of Improvements and the financing thereof (including with respect to the Garage, Developments Costs as defined in the Rebate Fund during the period of acquisition Lease and construction. (b) The Trustee shall pay the items listed above upon the written request of any officer of the Authority, Mayor of the City, or the Controller of the City, upon presentation of invoices or other documents evidencing the amounts due as evidenced by the written request in substantially the form set forth in Exhibit B.K thereto), all expenses of administration properly chargeable to the acquisition, construction and installation of such Improvements, and other Issuance Costs, all to the extent eligible for funding from proceeds of the Bonds and whether or not funded from amounts on deposit in the Costs of Issuance Account. The Trustee shall not be required to make disbursements any more frequently than once each month or sooner than 10 Business Days after the submission of the requisition. The Trustee shall be entitled to rely on such requisitions and shall have no responsibility for reviewing or investigating the propriety thereof. The Trustee further shall keep and maintain adequate records pertaining to the Project Account and all disbursements therefrom. (c) The Authority shall furnish to the Trustee at the time all Completion of the Projects are complete Garage shall be evidenced by the submission by the State of a final disbursement requisition and ready for use an affidavit in substantially by delivery by the form State of a Certificate of Acceptance as defined and as set forth in Exhibit C (the “Affidavit of Completion”Section 4(e) executed by any officer of the Authority (Lease and completion of any other Improvements shall be evidenced as set forth in any supplement or such other individuals as are designated in writing amendment to the Trustee by Lease entered into in connection with such Improvements. If any money remains in the AuthorityAccounts in the Construction Fund created for the proceeds of a series of Bonds at the end of the Construction Period related thereto and payment, or provision for payment, in full of the costs of the Improvements to be financed with the proceeds of that series of Bonds has been made, then such money shall be used promptly, unless otherwise provided in the Supplemental Indenture relating thereto, for one or more of the following purposes at the direction of an Authorized Officer: (i) payment of costs of additional Improvements; (ii) payment of interest as it becomes due on that series of Bonds until all such excess amount is so used; (iii) retirement at their maturity of principal of Bonds issued to pay costs of Improvements; (iv) deposit into the Debt Service Fund for payment of debt service on Bonds other than Bonds of that series of Bonds; (v) purchase of Bonds in the open market; and (vi) redemption of Bonds to the extent permitted under the applicable Supplemental Indenture; provided that (A) with respect to clauses (ii) through (vi), such use and the manner in which it is proposed to be made will not, in the opinion of nationally recognized bond counsel or under ruling of the Internal Revenue Service, adversely affect the exclusion of the interest on any series of Bonds from the gross income of the Holders thereof for federal income tax purposes (to the extent that such Bonds were issued on the basis that the interest thereon was excluded from gross income of the Holders for federal income tax purposes), and (B) any money remaining in an officer Account in the Construction Fund for an Improvement after completion of the Commission Improvement shall be invested in accordance with the Code in such manner as not to adversely affect the exclusion of the interest on the Bonds from the gross income of the Holders thereof (or such other individuals as are designated in writing to the Trustee by extent that such Bonds were issued on the Commission), to basis that the effect that all interest thereon was excluded from gross income of the Projects have been completedHolders for federal income tax purposes). (d) For a period ending one year after Amounts on deposit in the filing Capitalized Interest Account of the Affidavit of Completion, the Trustee shall hold in the Construction Fund one hundred fifty percent (150%) shall be transferred by the Trustee to the Interest Account of the amount Debt Service Fund at the times and in the amounts set forth in the applicable Supplemental Indenture authorizing a series of any disputed claims Bonds and shall be applied to pay interest when due on such series of contractors and work to be repaired, or if less, shall hold Bonds. (e) Amounts on deposit in the entire balance Costs of Issuance Account of the Construction Fund, and Fund shall transfer be applied by the unobligated balance Trustee at the direction of an Authorized Officer of the Construction Fund, if any, State to pay Issuance Costs of the applicable series of Bonds to the Sinking Fundextent such costs qualify for payment from proceeds of the Bonds in accordance with the Code or as otherwise provided in the applicable Supplemental Indenture. Any balance moneys remaining in the Construction Fund after payment of all disputed claims, claims such Account and not spent for repair work and obligations for additional improvements or equipment authorized by Subsection (Second) of Section 5.11 hereof such purpose shall be transferred to the Sinking Fund within ten Project Account and applied to pay costs of Improvements. (10f) days after In the last payment event of such obligations after whichthe occurrence of an Event of Default hereunder, the balance in the Construction Fund shall be closed. The Trustee shall have no responsibility to see that deposited into the Construction Debt Service Fund is properly applied, except and applied as herein specifically providedset forth in Section 7.06 hereof.

Construction Fund. (a) There is hereby established The Trustee shall establish and created maintain a fund designated as the “Fishers Redevelopment Authority Construction Fund.” (the “Construction Fund”), to which the 20 Bond proceeds shall be deposited as described in Section 2.06. The Trustee shall apply said Construction Fund to the costs Notwithstanding any other provision of acquisition and construction of the Project, including, but not limited to, the following items: (1) The purchase price of the Leased Premises; (2) Obligation incurred for labor and to contractors, builders and materialmen in connection with the Projects; (3) The cost of equipment, if any, for the Projects; (4) The cost of all indemnity and surety bonds required by this Indenture, the fees and expenses of the TrusteeConstruction Fund is not pledged to, nor does it secure, the Registrar, and any Paying Agent during construction, and premiums on insurance during construction; (5) Expenses and fees of lawyers, the Trustee, financial advisors, architects, engineers and construction managers; (6) All costs and expenses incurred in connection with the issuance and sale of the Bonds, including, without limitation, attorneys’ fees, Trustee fees and expenses, printing costs, and recording and filing fees; (7) All other incidental costs incurred in connection with the cost of the Projects; and (8) Any amount required to be deposited in the Rebate Fund during the period of acquisition and construction. (b) The Trustee shall hold the moneys in the Construction Fund separate and apart from all other funds held by the Trustee and shall use such moneys, as herein provided: (i) to pay the items listed above upon Construction Costs; or (ii) at the written request of any officer of the Authority, Mayor election of the City, or the Controller of the City, upon presentation of invoices or other documents evidencing the amounts due as evidenced by the written request in substantially the form set forth in Exhibit B. (c) The Authority shall furnish a Written Request of the City to the Trustee, to transfer moneys therefrom for deposit into the Interest Account to pay interest on the Bonds, when and as the same shall become due and payable. Such payments of Construction Costs shall be made from time to time upon receipt by the Trustee at the time all of a Written Requisition of the Projects are complete and ready for use an affidavit City (in substantially the form as set forth in Exhibit C hereto, signed by the Public Works Director and Comptroller or their designees) which requisition: (i) states with respect to each payment to be made: (A) the “Affidavit of Completion”requisition number, (B) executed by any officer the name and address of the Authority person, firm or authority to whom payment is due; (C) the amount to be paid; and (D) that each obligation therein has been properly incurred, and is a proper charge against the Construction Fund and has not been the basis of any previous disbursement; (ii) specifies in reasonable detail the nature of the obligation; and (iii) is accompanied by a ▇▇▇▇ or statement of account for each obligation. Each such other individuals as are designated in writing written requisition shall be sufficient evidence to the Trustee of the facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts. (c) If, after payment by the Authority), and an officer Trustee of all Written Requisitions of the Commission (or such other individuals as are designated in writing City and delivery by the City to the Trustee by the Commission), to the effect that all of the Projects have been completed. (d) For a period ending one year after the filing of the Affidavit Certificate of Completion, the Trustee there shall hold in the Construction Fund one hundred fifty percent (150%) of the amount of remain any disputed claims of contractors and work to be repaired, or if less, shall hold the entire balance of money in the Construction Fund, and shall transfer the unobligated balance of the Construction Fund, if any, to the Sinking Fund. Any balance all money so remaining in the Construction Fund after payment of all disputed claims, claims for repair work and obligations for additional improvements or equipment authorized by Subsection (Second) of Section 5.11 hereof shall be transferred by the Trustee to the Sinking Fund within ten (10) days after Interest Account or the last payment of such obligations after whichRedemption Fund, as directed by the Construction Fund shall be closed. The Trustee shall have no responsibility to see that the Construction Fund is properly applied, except as herein specifically providedCity in a Written Request.

Construction Fund. (a) There is hereby established and created a fund designated as the “Fishers Redevelopment Authority The Construction Fund” (, as defined in and required by the “Construction Fund”)Indenture, to which the 20 Bond proceeds shall be deposited as described in Section 2.06drawn on and used to pay the Costs of Issuance of the Bonds and Project Costs when due and payable. The Trustee Issuer shall apply said Construction Fund to deposit the costs of acquisition proceeds from the sale and construction delivery of the Project, including, but not limited to, the following itemsBonds as follows: (1) The purchase price of the Leased Premises; (2) Obligation incurred for labor and to contractors, builders and materialmen in connection with the Projects; (3) The cost of equipmentaccrued interest, if any, for in the Projects;Bond Fund, and (2) the remainder in the Construction Fund. The Trustee, pursuant to request of the Company, shall draw on and use the Construction Fund as follows: (4a) The cost Immediately after the delivery of all indemnity and surety bonds required by this Indenturethe Bonds, the Company, or the Trustee, upon written direction of the Authorized Company Representative, shall pay directly (i) to the Issuer, the amounts, if any, owed to the Issuer and Governmental Unit specified in Section 5.04 hereof, (ii) reasonable fees and expenses of bond counsel and Placement Agent, (iii) reasonable fees and expenses of the TrusteeIssuer's and the Governmental Unit's general counsel, and (iv) reasonable fees and expenses of the Bank and its counsel, all such costs being Costs of Issuance. Further, the RegistrarTrustee shall retain such reasonable amounts, upon written direction of the Authorized Company Representative, to pay its initial acceptance fee and any Paying Agent during construction, and premiums on insurance during construction; (5) Expenses expenses and fees of lawyers, the Trustee, financial advisors, architects, engineers and construction managers; (6) All costs and expenses incurred in connection with the issuance and sale of the Bonds, including, without limitation, attorneys’ fees, Trustee fees and expenses, printing costs, and recording and filing fees; (7) All other incidental costs incurred in connection with the cost of the Projects; and (8) Any amount required to be deposited in the Rebate Fund during the period of acquisition and constructionits counsel. (b) The Trustee shall pay make payment to the items listed above Company, upon the written request of any officer the Authorized Company Representative from the Construction Fund in an amount sufficient to reimburse the Company for Project Costs incurred by the Company up to the date of such written request. (c) In case the cumulative total amount for Costs of Issuance exceeds two percent of the Authority, Mayor proceeds of the CityBonds (exclusive of any original issue discount), or the Controller Company agrees to pay out-of-pocket all such Costs of Issuance that exceed two percent of the Cityproceeds of the Bonds. (d) The Trustee shall make payments to the Company, upon presentation written direction of invoices or other documents evidencing the amounts due as evidenced by Authorized Company Representative, for Project Costs incurred after the delivery of the Bonds. Such written request direction shall be in substantially the form set forth in Exhibit B."B" attached hereto. (ce) The Authority Trustee shall furnish rely fully on any such request and certificate delivered pursuant to this Section and shall not be required to make any investigation in connection therewith. If amounts paid by the Trustee pursuant to (b) above with respect to any portion of the Project exceed the cost thereof, the Company shall promptly repay such overpayment into the Construction Fund. (f) The Issuer hereby gives its express written authority to the Trustee at Company to direct the time all investment of the Projects are complete Construction Fund by the Trustee as hereinafter provided and ready as permitted by the Indenture. Any money held as part of the Construction Fund shall be invested or reinvested by the Trustee in the same manner as provided for use an affidavit money on deposit in substantially the form Bond Fund. Upon acceleration of the maturity of the Bonds pursuant to the Indenture, subject to am amounts that must be rebated to the United States of America as set forth in Exhibit C (the “Affidavit of Completion”) executed by any officer Section 4.10 of the Authority (Indenture, any amounts held in or such other individuals as are designated in writing to the Trustee by the Authority), and an officer of the Commission (or such other individuals as are designated in writing to the Trustee by the Commission), to the effect that all of the Projects have been completed. (d) For a period ending one year after the filing of the Affidavit of Completion, the Trustee shall hold on deposit in the Construction Fund one hundred fifty percent shall be transferred by the Trustee to the Bond Fund. (150%g) If, upon delivery of the amount of Completion Certificate, there shall be any disputed claims of contractors and work to be repaired, or if less, shall hold the entire balance of the Construction Fund, and shall transfer the unobligated balance of the Construction Fund, if any, to the Sinking Fund. Any balance surplus funds remaining in the Construction Fund after payment not required to reimburse the Company for any eligible Project Costs, such funds shall, upon the written request of all disputed claimsthe Authorized Company Representative and the Credit Facility Issuer, claims be used by the Trustee (i) to purchase for repair work and obligations for additional improvements or equipment authorized cancellation Bonds at any reasonable price as determined by Subsection the Authorized Company Representative, which price, however, shall not exceed the principal amount thereof plus accrued interest thereon; (Secondii) of Section 5.11 hereof shall to be transferred to the Sinking Bond Fund within ten to pay amounts owing on the Bonds; or (10iii) days after for any combination of (i) and (ii) above. If the last payment Bonds are then subject to redemption at par, any of such obligations after whichfunds not to be used in a manner set forth in (i), (ii) or (iii) above shall be applied to redeem Bonds in the largest principal amount then subject to redemption at par that does not exceed the amount of such funds. Any of such surplus funds in the Construction Fund transferred to the Trustee and not to be applied for the purposes set forth in (i), (ii), or (iii) above or which may not be applied to redeem Bonds as set forth above shall be closed. The Trustee deposited in the Bond Fund and moneys on deposit therein such escrow account shall, at the written request of an Authorized Company Representative and the Credit Facility Issuer, be applied to pay the principal of Bonds upon redemption thereof on the earliest practicable redemption date upon which such Bonds may be redeemed at par; provided, that any such moneys held in the Bond Fund shall have no responsibility be invested in accordance with Section 4.05 of the Indenture but may not be invested to see that produce a yield greater than the Construction Fund is properly applied, except as herein specifically providedyield on the Bonds.