Project Fund. (a) All proceeds of the Funding Loan provided by the Funding Lender shall be deposited to the Note Proceeds Account of the Project Fund and disbursed as herein provided. The Fiscal Agent shall use moneys in the Project Fund for the acquisition, rehabilitation, development and equipping of the Project, to pay other Qualified Project Costs and to pay other costs related to the Project as provided herein. On the Closing Date, the Funding Lender shall deposit or cause to be deposited with the Fiscal Agent, for deposit in the Note Proceeds Account of the Project Fund, the initial disbursement of the Funding Loan in the amount of $ . Not less than 97% of the moneys deposited in and credited to the Project Fund, and taking into account proceeds of the Funding Loan (if any) deposited in the Closing Costs Fund, representing the proceeds of the Funding Loan, including Investment Income thereon, will be expended for Qualified Project Costs (the “97% Requirement”). The amounts on deposit in the Project Fund shall not be applied to the payment of Closing Costs. Before any payment shall be made from the Project Fund, the Regulatory Agreement shall have been executed and submitted to a title company for recordation in the official records of the County of Orange and there shall be filed with the Fiscal Agent a Written Requisition of the Borrower substantially in the form attached hereto as Exhibit C and approved by the Funding Lender pursuant to the terms, conditions and provisions of the Construction Funding Agreement, with a copy to the Governmental Lender. The Fiscal Agent shall be entitled to conclusively rely upon any Written Requisition in determining whether to disburse amounts from the Project Fund. In connection with a Written Requisition, except for a written request for amounts representing accrued interest due and payable on the Governmental Lender Notes: (1) Only the signature of an authorized officer of the Funding Lender shall be required on a Written Requisition during any period in which a default by the Borrower has occurred and is then continuing under the Borrower Loan (notice of which default has been given in writing by an authorized officer of the Funding Lender to the Fiscal Agent and the Governmental Lender, and the Fiscal Agent shall be entitled to conclusively rely on any such Written Notice as to the occurrence and continuation of such a default). (2) The Fiscal Agent shall disburse amounts in the Project Fund upon receipt of a Written Requisition signed only by the Funding Lender (and without any need for any signature by an Authorized Borrower Representative) so long as the amount to be disbursed is to be used solely to make payments of principal, interest and/or fees due under the Funding Loan Documents. (3) The Fiscal Agent may conclusively rely on all Written Requisitions, the execution of the Written Requisitions by the Authorized Borrower Representative and the approval of all Written Requisitions by the Funding Lender, as required by this Section, as conditions of payment from the Project Fund, which Written Requisitions constitute, as to the Fiscal Agent, irrevocable determinations that all conditions to payment of the specified amounts from the Project Fund have been satisfied. These documents shall be retained by the Fiscal Agent, subject at all reasonable times to examination by the Borrower, the Governmental Lender, the Funding Lender and the agents and representatives thereof upon reasonable notice to the Fiscal Agent. The Fiscal Agent is not required to inspect the Project or the construction work or to make any independent investigation with respect to the matters set forth in any Written Requisition or other statements, orders, certifications and approvals received by the Fiscal Agent. The Fiscal Agent is not required to obtain completion bonds, lien releases or otherwise supervise the acquisition, construction, renovation, equipping, improvement and installation of the Project. (b) Upon receipt of each Written Requisition submitted by the Borrower and approved in writing by the Funding Lender, the Fiscal Agent shall promptly, but in any case within two Business Days, make payment from the appropriate account within the Project Fund in accordance with such Written Requisition. The Fiscal Agent shall have no duty to determine whether any requested disbursement from the Project Fund complies with the terms, conditions and provisions of the Funding Loan Documents, constitutes payment of Qualified Project Costs or complies with the 97% Requirement. The approval in writing of a Written Requisition by the Funding Lender shall be deemed a certification and, insofar as the Fiscal Agent and the Governmental Lender are concerned, shall constitute conclusive evidence that all of the terms, conditions and requirements of the Funding Loan Documents applicable to such disbursement have been fully satisfied or waived and the Written Requisition from the Borrower shall, insofar as the Fiscal Agent and the Governmental Lender are concerned, constitute conclusive evidence that the costs described in the Written Requisition constitute Qualified Project Costs or other permitted Project costs. The Fiscal Agent shall immediately provide Written Notice to the Borrower, the Funding Lender and the Governmental Lender if there are not sufficient funds available to or on deposit with the Fiscal Agent to make the transfers as and when required by this Section 7.7(b). Except as provided in the next sentence, all such payments shall be made by check or draft payable, or by wire transfer, either (i) directly to the person, firm or corporation to be paid, (ii) to the Borrower and such person, firm or corporation, or (iii) upon receipt by the Funding Lender and the Governmental Lender of evidence that the Borrower has previously paid such amount and Written Direction to the Fiscal Agent as to such as evidenced by the Funding Lender’s approval of the Written Requisition, to the Borrower. Upon the occurrence of an Event of Default of the Borrower of which the Fiscal Agent has knowledge as provided herein, which is continuing under the Funding Loan Documents, with the Written Consent of the Funding Lender, the Fiscal Agent may apply amounts on deposit in the Project Fund to the payment of principal of and interest on the Funding Loan. If a Written Requisition signed by the Authorized Borrower Representative and countersigned by an authorized officer of the Funding Lender is received by the Fiscal Agent, the requested disbursement shall be paid by the Fiscal Agent as soon as practicable, but in no event later than three Business Days following receipt thereof by the Fiscal Agent. Upon final disbursement of all amounts on deposit in the Project Fund, the Fiscal Agent shall close the Project Fund. (c) Immediately prior to any mandatory prepayment of the Funding Loan pursuant to hereto, any amounts then remaining in the Project Fund shall, at the written direction of the Funding Lender, be transferred to the Funding Loan Payment Fund to be applied to the prepayment of the Funding Loan pursuant hereto. (d) Amounts on deposit in the Project Fund shall be invested in Permitted Investments directed in writing by the Borrower. Investment Income earned on amounts on deposit in each account of the Project Fund shall be retained in and credited to and become a part of the amounts on deposit in that account of the Project Fund. (e) Prior to the Completion Date, the Funding Lender may provide a written request for accrued interest due and payable on the Governmental Lender Notes which shall be provided to the Governmental Lender within three (3) Business Days, but which shall not be subject to the Governmental Lender’s prior approval.

Appears in 2 contracts

Sources: Funding Loan Agreement, Funding Loan Agreement

Project Fund. (a) ~~All~~ The proceeds of the Funding Loan ~~provided by the Funding Lender~~ shall be deposited by the Fiscal Agent to the Note Proceeds Account of the Project ~~Fund and disbursed~~ Fund. All proceeds of the Borrower Deferred Equity, as ~~herein provided~~well as any additional amounts delivered from time to time to the Fiscal Agent by or on behalf of the Borrower (excluding any proceeds of the Funding Loan) shall be deposited to the Equity Account of the Project Fund. The Fiscal Agent shall ~~use~~ disburse moneys in the Project Fund for the acquisition, ~~rehabilitation, development~~ construction and equipping of the Project, to pay other Qualified Project Costs and to pay other costs related to the Project as provided herein. On the Closing Date, the Funding Lender shall deposit or cause to be deposited with the Fiscal Agent, for deposit in the Note Proceeds Account of the Project Fund, the initial disbursement of the Funding Loan in the amount of $ . Not less than 97% of the moneys deposited in and credited to the Note Proceeds Account of the Project Fund, and taking into account proceeds of the Funding Loan (if any) deposited in the Closing Costs Fund, representing the proceeds of the Funding Loan, including Investment Income thereon, will be expended for Qualified Project Costs (the “97% Requirement”). ~~The~~ No more than $ of the amounts on deposit in the Note Proceeds Account of the Project Fund shall ~~not~~ be applied to the payment of Closing Costs. Before any payment shall be made from the Note Proceeds Account of the Project Fund, the Regulatory Agreement shall have been executed and submitted to a title company for recordation in the official records of the County of ~~Orange and~~ San Diego. Notwithstanding any other provision of this Funding Loan Agreement or the Borrower Loan Agreement, the Fiscal Agent shall disburse on the Closing Date from the Note Proceeds Account of the Project Fund, promptly following the deposit therein of the initial advance of the Funding Lender to the Fiscal Agent of the proceeds of the Governmental Lender Notes, the amount of such initial advance by wire transfer to First American Title Company pursuant to the following wire instructions: PAYABLE TO: First American Title Company BANK: First American Trust, FSB ADDRESS: ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇ ACCOUNT NO: 3120540000 ROUTING NUMBER: ▇▇▇▇▇▇▇▇▇ PLEASE REFERENCE THE FOLLOWING: PROPERTY: Vacant Land, Chula Vista, CA FILE NUMBER: Before any payment shall be made from the Note Proceeds Account of the Project Fund following the payment to be made on the Closing Date pursuant to the preceding sentence, there shall be filed with the Fiscal Agent a Written Requisition of the Borrower substantially in the form attached hereto as Exhibit C and approved by the Funding Lender pursuant to the terms, conditions and provisions of the Construction Funding Agreement, with a copy to the Governmental Lender. The Fiscal Agent shall be entitled to conclusively rely upon any Written Requisition in determining whether to disburse amounts from the Project Fund. In connection with a Written Requisition, except for a written request for amounts representing accrued interest due and payable on the Governmental Lender Notes: (1) Only the signature of an authorized officer of the Funding Lender shall be required on a Written Requisition during any period in which a default by the Borrower has occurred and is then continuing under the Borrower Loan (notice of which default has been given in writing by an authorized officer of the Funding Lender to the Fiscal Agent and the Governmental Lender, and the Fiscal Agent shall be entitled to conclusively rely on any such Written Notice as to the occurrence and continuation of such a default). (2) The Fiscal Agent shall disburse amounts in the Project Fund upon receipt of a Written Requisition signed only by the Funding Lender (and without any need for any signature by an Authorized Borrower Representative) so long as the amount to be disbursed is to be used solely to make payments of principal, interest and/or fees due under the Funding Loan Documents. (3) The Fiscal Agent may conclusively rely on all Written Requisitions, the execution of the Written Requisitions by the Authorized Borrower Representative and the approval of all Written Requisitions by the Funding Lender, as required by this Section, as conditions of payment from the Project Fund, which Written Requisitions constitute, as to the Fiscal Agent, irrevocable determinations that all conditions to payment of the specified amounts from the Project Fund have been satisfied. These documents shall be retained by the Fiscal Agent, subject at all reasonable times to examination by the Borrower, the Governmental Lender, the Funding Lender and the agents and representatives thereof upon reasonable notice to the Fiscal Agent. The Fiscal Agent is not required to inspect the Project or the construction work or to make any independent investigation with respect to the matters set forth in any Written Requisition or other statements, orders, certifications and approvals received by the Fiscal Agent. The Fiscal Agent is not required to obtain completion bonds, lien releases or otherwise supervise the acquisition, construction, renovation, equipping, improvement and installation of the Project. (b) Upon receipt of each Written Requisition submitted by the Borrower and approved in writing by the Funding Lender, the Fiscal Agent shall promptly, but in any case within two Business Days, make payment from the appropriate account within the Project Fund in accordance with such Written Requisition. The Fiscal Agent shall have no duty to determine whether any requested disbursement from the Project Fund complies with the terms, conditions and provisions of the Funding Loan Documents, constitutes payment of Qualified Project Costs or complies with the 97% Requirement. The approval in writing of a Written Requisition by the Funding Lender shall be deemed a certification and, insofar as the Fiscal Agent and the Governmental Lender are concerned, shall constitute conclusive evidence that all of the terms, conditions and requirements of the Funding Loan Documents applicable to such disbursement have been fully satisfied or waived and the Written Requisition from the Borrower shall, insofar as the Fiscal Agent and the Governmental Lender are concerned, constitute conclusive evidence that the costs described in the Written Requisition constitute Qualified Project Costs or other permitted Project costs. These documents shall be retained by the Fiscal Agent, subject at all reasonable times to examination by the Borrower, the Governmental Lender, the Funding Lender and the agents and representatives thereof upon reasonable notice to the Fiscal Agent. The Fiscal Agent is not required to inspect the Project or the construction work or to make any independent investigation with respect to the matters set forth in any Written Requisition or other statements, orders, certifications and approvals received by the Fiscal Agent. The Fiscal Agent is not required to obtain completion bonds, lien releases or otherwise supervise the acquisition, construction and equipping of the Project. Notwithstanding anything to the contrary contained herein, only the signature of an authorized officer of the Funding Lender shall be required on a Written Requisition during any period in which a default by the Borrower has occurred and is then continuing under the Borrower Loan (notice of which default has been given in writing by an authorized officer of the Funding Lender to the Fiscal Agent and the Governmental Lender, and the Fiscal Agent shall be entitled to conclusively rely on any such Written Notice as to the occurrence and continuation of such a default). Furthermore, the Fiscal Agent shall disburse amounts in the Project Fund upon receipt of a Written Requisition signed only by the Funding Lender (and without any need for any signature by an Authorized Borrower Representative) so long as the amount to be disbursed is to be used solely to make payments of principal, interest and/or fees due under the Funding Loan Documents. The Fiscal Agent shall immediately provide Written Notice to the Borrower, the Funding Lender and the Governmental Lender if there are not sufficient funds available to or on deposit with the Fiscal Agent to make the ~~transfers~~ payments as and when required by this Section 7.7(b). Except as provided in the next sentence, all such payments shall be made by check or draft payable, or by wire ~~transfer~~transfer in accordance with the payment instructions set forth in the Written Requisition. The Fiscal Agent shall conclusively rely on the payment instructions provided in any Written Requisition or invoices provided in connection therewith, ~~either (i) directly to the person, firm or corporation to be paid, (ii) to the Borrower~~ and ~~such person, firm or corporation, or (iii) upon receipt by the Funding Lender and the Governmental Lender of evidence that the Borrower has previously paid such amount and Written Direction to~~ the Fiscal Agent as shall have no duty to authenticate or investigate such ~~as evidenced by~~ payment instructions or the ~~Funding Lender’s approval of the Written Requisition, to the Borrower~~authority under which they were given. Upon the occurrence of an Event of Default of the Borrower of which the Fiscal Agent has knowledge as provided herein, which is continuing under the Funding Loan Documents, with the Written Consent of the Funding Lender, the Fiscal Agent may apply amounts on deposit in the Project Fund to the payment of principal of and interest on the Funding Loan. If a Written Requisition signed by the Authorized Borrower Representative and countersigned by an authorized officer of the Funding Lender is received by the Fiscal Agent, the requested disbursement shall be paid by the Fiscal Agent as soon as practicable, but in no event later than three Business Days following receipt thereof by the Fiscal Agent. Upon final disbursement of all amounts on deposit in the Project Fund, the Fiscal Agent shall close the Project Fund. (c) Immediately prior to any mandatory prepayment of the Funding Loan pursuant to hereto, any amounts then remaining in the Project Fund shall, at the written direction of the Funding Lender, be transferred to the Funding Loan Payment Fund to be applied to the prepayment of the Funding Loan pursuant hereto. (d) Amounts on deposit in the Project ~~Fund~~ Fund, other than the deposit to the Note Proceeds Account on the Closing Date (which will be promptly disbursed therefrom pursuant to Section 7.7(a) above) which shall be held uninvested until disbursed, shall be invested in Permitted Investments directed in writing by the Borrower. Investment Income earned on amounts on deposit in each account of the Project Fund shall be retained in and credited to and become a part of the amounts on deposit in that account of the Project Fund~~. (e) Prior to~~ . Upon final disbursement of all amounts on deposit in the ~~Completion Date~~Project Fund, the ~~Funding Lender may provide a written request for accrued interest due and payable on~~ Fiscal Agent shall close the ~~Governmental Lender Notes which shall be provided to the Governmental Lender within three (3) Business Days, but which shall not be subject to the Governmental Lender’s prior approval~~Project Fund.

Appears in 2 contracts

Sources: Funding Loan Agreement, Funding Loan Agreement

Project Fund. (a) All proceeds of the ~~Funding Loan~~ Governmental Lender Notes provided by the Funding Lender shall be deposited to the Note Proceeds Account or Capitalized Interest Account of the Project Fund and disbursed as herein provided. The Fiscal Agent shall ~~use~~ disburse moneys in the Note Proceeds Account of Project Fund for the acquisition, ~~rehabilitation, development~~ construction and equipping of the Project, to pay other Qualified Project Costs and to pay other costs related to the Project as provided ~~herein. On~~ herein as requested by the ~~Closing Date, the Funding Lender shall deposit or cause~~ Borrower pursuant to ~~be deposited with the Fiscal Agent, for deposit~~ a Written Requisition in the ~~Note Proceeds Account~~ form attached hereto as Exhibit C. All funds deposited by or on behalf of the ~~Project Fund, the initial disbursement of the Funding Loan in the amount of $ . Not less than 97% of the moneys deposited in and credited~~ Borrower for credit to the Project Fund, and taking into account proceeds of the Funding Loan (if any) deposited in the Closing Costs Fund, representing the proceeds of the Funding Loan, including Investment Income thereon, will be expended for Qualified Project Costs (the “97% Requirement”). The amounts on deposit in the Borrower Equity Account Project Fund shall ~~not~~ be ~~applied~~ disbursed as requested by the Borrower pursuant to a Written Requisition in the ~~payment of Closing Costs.~~ form attached hereto as Exhibit C. Before any payment shall be made from the Project Fund, the Regulatory Agreement shall have been executed and submitted to a title company for recordation in the official records of ~~the County of Orange~~ Travis County, Texas, and there shall be filed with the Fiscal Agent a Written Requisition of the Borrower substantially in the form attached hereto as Exhibit C and approved by the Funding Lender pursuant to the terms, conditions and provisions of the Construction Funding Agreement~~, with a copy~~ . In addition to the ~~Governmental Lender. The Fiscal Agent shall be entitled to conclusively rely upon any Written Requisition~~ above, in ~~determining whether to disburse amounts from the Project Fund. In~~ connection with a Written Requisition~~, except for a written request for amounts representing accrued interest due and payable on the Governmental Lender Notes~~: (1) Only the signature of an ~~authorized officer~~ Authorized Representative of the Funding Lender shall be required on a Written Requisition during any period in which ~~a default by the~~ Borrower Loan Agreement Default has occurred and is then continuing under the Borrower Loan Documents (~~notice~~ Written Notice of which default has been given ~~in writing~~ by an ~~authorized officer~~ Authorized Representative of the Funding Lender to the Fiscal Agent and the Governmental Lender, and the Fiscal Agent shall be entitled to conclusively rely on any such Written Notice as to the occurrence and continuation of such a default). (2) The Fiscal Agent shall disburse amounts in the Project Fund for the payment of interest due on the Governmental Lender Note upon receipt from the Funding Lender of a statement detailing the amount due (and without the need for a Written Requisition signed ~~only~~ by the Funding Lender ~~(and without~~ or any ~~need for any signature~~ approval by an Authorized ~~Borrower Representative) so long as~~ Representative of the ~~amount to be disbursed is to be used solely to make payments of principal, interest and/or fees due under the Funding Loan Documents~~Borrower). (3) The Fiscal Agent may conclusively rely on all Written Requisitions, the execution of the Written Requisitions by the Authorized Representative of the Borrower ~~Representative~~ and the approval of all Written Requisitions by the Authorized Representative of the Funding Lender, as required by this Section, as conditions of payment from the Project Fund, which Written Requisitions constitute, as to the Fiscal Agent, irrevocable determinations that all conditions to payment of the specified amounts from the Project Fund have been satisfied. These documents shall be retained by the Fiscal Agent, subject at all reasonable times to examination by the Borrower, the Governmental Lender, the Funding Lender and the agents and representatives thereof upon reasonable notice to the Fiscal Agent. The Fiscal Agent is not required to inspect the Project or the construction work or to make any independent investigation with respect to the matters set forth in any Written Requisition or other statements, orders, certifications and approvals received by the Fiscal Agent. The Fiscal Agent is not required to obtain completion bonds, lien releases or otherwise supervise the acquisition, construction, renovation, equipping, improvement and installation of the Project. (b) Upon receipt of each Written Requisition submitted by the Borrower and ~~approved~~ Approved in ~~writing~~ Writing by the Funding Lender, the Fiscal Agent shall promptly, but in any case within ~~two~~ three Business Days, make payment from the appropriate account within the Project Fund in accordance with such Written Requisition. The Fiscal Agent shall have no duty to determine whether any requested disbursement from the Note Proceeds Account of the Project Fund complies with the terms, conditions and provisions of the Funding Loan Documents, constitutes payment of Qualified Project Costs or complies with the ~~97% Requirement~~other representations in the Written Requisition. The ~~approval~~ Approval in ~~writing~~ Writing of a Written Requisition by the Funding Lender shall be deemed a certification and, insofar as the Fiscal Agent ~~and the Governmental Lender are~~ is concerned, shall constitute conclusive evidence that all of the terms, conditions and requirements of the Funding Loan Documents applicable to such disbursement have been fully satisfied or waived and the Written Requisition from the Borrower shall, insofar as the Fiscal Agent ~~and the Governmental Lender are~~ is concerned, constitute conclusive evidence that the costs described in the Written Requisition constitute Qualified Project Costs or other permitted Project costs~~. The Fiscal Agent~~ . (c) Moneys on deposit in the Capitalized Interest Account of the Project Fund, together with investment earnings thereon, which shall ~~immediately provide Written Notice~~ be retained therein, shall be transferred to ~~the Borrower, the Funding Lender and~~ the Governmental Lender ~~if there are not sufficient funds available~~ Note Payment Fund and applied pursuant to or Section 7.4 on ~~deposit with~~ each Borrower Loan Payment Date to the extent necessary to enable the Fiscal Agent to ~~make~~ pay interest due on the ~~transfers as and when required by this Section 7.7(b). Except as~~ Funding Loan on such date; provided that, upon receipt of a Written Direction of the Borrower, moneys on deposit in the ~~next sentence, all such payments~~ Capitalized Interest Account of the Project Fund shall be ~~made by check or draft payable, or by wire transfer, either (i) directly~~ transferred to the ~~person, firm or corporation to be paid, (ii) to~~ Servicer on the date when due under the Borrower Note in an amount as set forth in such Written Direction, which amount shall represent the Borrower Loan Payment due at such time. Upon the request of the Fiscal Agent, the Servicer shall provide the Fiscal Agent with a schedule of the Borrower Loan Payment Dates and ~~such person, firm or corporation, or (iii) upon receipt by~~ corresponding Borrower Loan Payment amounts. The transfer of moneys from the ~~Funding Lender and~~ Capitalized Interest Account of the Project Fund to the Governmental Lender Note Payment Fund or the Servicer as set forth above shall occur automatically without the need for a Written Requisition of ~~evidence that~~ the ~~Borrower has previously paid such amount and Written Direction to the Fiscal Agent as to such as evidenced by~~ Borrower, or consent of the Funding Lender~~’s approval of~~ . After the ~~Written Requisition~~Closing Date, to the Borrower~~. Upon the occurrence of an Event of Default of the Borrower of which the Fiscal Agent has knowledge as provided herein, which is continuing under the Funding Loan Documents~~, with the ~~Written Consent~~ written consent of the Funding Lender, may deposit additional funds into the Fiscal Agent may apply amounts on deposit in the Project Fund to the payment of principal of and interest on the Funding Loan. If a Written Requisition signed by the Authorized Borrower Representative and countersigned by an authorized officer of the Funding Lender is received by the Fiscal Agent, the requested disbursement shall be paid by the Fiscal Agent as soon as practicable, but in no event later than three Business Days following receipt thereof by the Fiscal Agent. Upon final disbursement of all amounts on deposit in the Project Fund, the Fiscal Agent shall close the Project FundCapitalized Interest Account. (cd) Immediately prior to any mandatory prepayment of the ~~Funding Loan~~ Governmental Lender Notes pursuant to ~~hereto~~the terms hereof, any amounts then remaining in the Project Fund shall, at the ~~written direction~~ Written Direction of the Funding Lender, be transferred to the ~~Funding Loan~~ Governmental Lender Note Payment Fund to be applied to the prepayment of the ~~Funding Loan~~ Governmental Lender Notes pursuant hereto. (de) Amounts on deposit in the Project Fund shall be invested in Permitted Investments ~~directed in writing by~~ at the Written Direction of the Borrower. Investment ~~Income~~ income earned on amounts on deposit in each account of the Project Fund shall be retained in and credited to and become a part of the amounts on deposit in that account of the Project Fund. (f) Amounts on deposit in the Governmental Lender Note Payment Fund, Expense Fund and Closing Costs Fund shall be invested in Permitted Investments at the Written Direction of the Borrower. The Fiscal Agent shall have no discretion for investing funds or advising any party on investing funds. Investment income earned on amounts on deposit in each account of the Governmental Lender Note Payment Fund, Expense Fund and Closing Costs Fund shall be retained in and credited to and become a part of the amounts on deposit in that account of the Governmental Lender Note Payment Fund, Expense Fund and Closing Costs Fund. In the absence of Written Direction from the Borrower, such amounts shall be invested by the Fiscal Agent only in investments described in (e) ~~Prior~~ of the definition of Permitted Investments. The Fiscal Agent is authorized to implement its automated cash investment system to assure that cash on hand is invested and to charge its normal cash management fees, which may be deducted from income earned on investments. The Fiscal Agent shall not be liable for any losses (including, specifically depreciation of value) resulting from investments made in Permitted Investments. The Fiscal Agent shall not be responsible for the Governmental Lender Notes becoming "arbitrage bonds" as defined in the Code when it makes investments pursuant to the ~~Completion Date~~terms hereof. The Fiscal Agent may make any and all investments permitted under this Funding Loan Agreement through its own trust or banking department or any Affiliate and may pay said department reasonable, customary fees for placing such investments. The Fiscal Agent and its Affiliates may act as principal, agent, sponsor, advisor or depository with respect to Permitted Investments under this Funding Loan Agreement. The Fiscal Agent shall have no responsibility or liability for any loss which may result from any investment or sale of investment made pursuant to this Funding Loan Agreement. The Fiscal Agent is hereby authorized in making or disposing of any investment permitted by this Funding Loan Agreement, to deal with itself (in its individual capacity) or with any one or more of its affiliates, whether it or any such affiliate is acting as agent of the Fiscal Agent or for any third person or dealing as principal for its own account. The Governmental Lender, the Funding Lender ~~may provide a written request for accrued interest due~~ and ~~payable on~~ the Borrower acknowledge that the Fiscal Agent is not providing investment supervision, recommendations, or advice. The Governmental Lender, the Funding Lender and the Borrower (by its execution of the Borrower Loan Agreement) acknowledge that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Governmental Lender ~~Notes which shall be provided~~ or the Funding Lender the right to receive brokerage confirmations of security transactions as they occur, the Governmental Lender ~~within three~~ and the Funding Lender will not receive such confirmations to the extent permitted by law. The Fiscal Agent shall furnish the Borrower, the Funding Lender and the Governmental Lender (3to the extent requested by such parties) ~~Business Days, but~~ periodic cash transaction statements which shall ~~not~~ detail for all investment transactions, if any, made by the Fiscal Agent hereunder. (g) Unless otherwise approved by the Governmental Lender and the Funding Lender, any amounts representing proceeds of the Funding Loan remaining on deposit in any fund or account held under this Funding Loan Agreement on the Outside Conversion Date, shall be ~~subject~~ immediately transferred to the Funding Loan Payment Account and used to prepay the Governmental ~~Lender’s prior approval~~Lender Notes.

Appears in 2 contracts

Sources: Funding Loan Agreement, Funding Loan Agreement

Project Fund. (a) All proceeds of the Funding Loan provided by the Funding Lender shall be deposited to the Note Proceeds Account of the Project Fund and disbursed as herein provided; provided, however, that (i) the initial disbursement of the Funding Loan on the Closing Date shall be sent by the Funding Lender to Fiscal Agent, which shall then transfer such funds to the Title Company, and (ii) any proceeds of the Funding Loan funded pursuant to the Contingency Draw- Down Agreement shall be deposited to the Remaining Funding Loan Proceeds Account of the Project Fund and disbursed as herein provided. The Fiscal Agent shall ~~use~~ disburse moneys in the Project Fund for the acquisition, ~~rehabilitation~~construction, ~~development~~ improvement and equipping of the Project, to pay other Qualified Project Costs and to pay other costs related to the Project as provided herein. On the Closing Date, the Funding Lender shall deposit or cause to be deposited with the Fiscal Agent, for deposit in the Note Proceeds Account of the Project Fund, the initial disbursement of the Funding Loan in the amount of $ . Not less than 97% of the moneys deposited in and credited to the ~~Project Fund,~~ Note Proceeds Account and ~~taking into account proceeds~~ Remaining Funding Loan Proceeds Account of the ~~Funding Loan (if any) deposited in the Closing Costs Fund,~~ Project Fund representing the proceeds of the Funding Loan, including Investment Income thereon, will be expended for Qualified Project Costs (the “97% Requirement”). The amounts on deposit in the Note Proceeds Account and Remaining Funding Loan Proceeds Account of the Project Fund shall not be applied to the payment of Closing Costs. Before any payment shall be made from the Note Proceeds Account of the Project Fund, the Regulatory Agreement shall have been executed and submitted to a title company for recordation in the official records of ~~the~~ San Diego County ~~of Orange~~ and there shall be filed with the Fiscal Agent a Written Requisition of the Borrower substantially in the form attached hereto as Exhibit C and approved by the Funding Lender pursuant to the terms, conditions and provisions of the Construction Funding Agreement, with a copy to the Governmental Lender. The Fiscal Agent shall be entitled to conclusively rely upon any Written Requisition in determining whether to disburse amounts from the Project Fund. In connection with a Written Requisition, except for a written request for amounts representing accrued interest due and payable on the Governmental Lender Notes:. (1i) Only the signature of an authorized officer of the Funding Lender shall be required on a Written Requisition during any period in which a default by the Borrower has occurred and is then continuing under the Borrower Loan (~~notice~~ Written Notice of which default has been given in writing by an authorized officer of the Funding Lender to the Fiscal Agent and the Governmental Lender, and the Fiscal Agent shall be entitled to conclusively rely on any such Written Notice as to the occurrence and continuation of such a default). (2ii) The Fiscal Agent shall disburse amounts in the Note Proceeds Account of the Project Fund for the payment of interest due on the Governmental Lender Notes upon receipt ~~of a Written Requisition signed only by~~ from the Funding Lender of a statement detailing the amount due (and without any need for a Written Requisition signed by the Funding Lender or any ~~signature~~ approval by an Authorized ~~Borrower Representative~~Representative of the Borrower) so long as the ~~amount~~ amounts to be disbursed ~~is to be used solely to make payments of principal, interest and/or fees due under~~ do not exceed $ in the ~~Funding Loan Documents~~aggregate. (3iii) The Fiscal Agent may conclusively rely on all Written Requisitions, the execution of the Written Requisitions by the Authorized Borrower Representative and the approval of all Written Requisitions by the Funding ~~Lender~~▇▇▇▇▇▇, as required by this Section, as conditions of payment from the Project Fund, which Written Requisitions constitute, as to the Fiscal Agent, irrevocable determinations that all conditions to payment of the specified amounts from the Project Fund have been satisfied. These documents shall be retained by the Fiscal Agent, subject at all reasonable times to examination by the Borrower, the Governmental Lender, the Funding Lender and the agents and representatives thereof upon reasonable notice to the Fiscal Agent. The Fiscal Agent is not required to inspect the Project or the rehabilitation or construction work or to make any independent investigation with respect to the matters set forth in any Written Requisition or other statements, orders, certifications and approvals received by the Fiscal Agent. The Fiscal Agent is not required to obtain completion bonds, lien releases or otherwise supervise the acquisition, rehabilitation, construction~~, renovation~~, equipping, improvement and installation of the Project. (b) Upon receipt of each Written Requisition submitted by the Borrower and approved in writing by the Funding Lender, the Fiscal Agent shall promptly, but in any case within ~~two~~ three Business Days, make payment from the appropriate ~~account~~ Account within the Project Fund in accordance with such Written Requisition. The Fiscal Agent shall have no duty to determine whether any requested disbursement from the Project Fund complies with the terms, conditions and provisions of the Funding Loan Documents, constitutes payment of Qualified Project Costs or complies with the 97% Requirement. The approval in writing of a Written Requisition by the Funding Lender shall be deemed a certification and, insofar as the Fiscal Agent and the Governmental Lender are concerned, shall constitute conclusive evidence that all of the terms, conditions and requirements of the Funding Loan Documents applicable to such disbursement have been fully satisfied or waived and the Written Requisition from the Borrower shall, insofar as the Fiscal Agent and the Governmental ~~Lender~~ Lender, as applicable, are concerned, constitute conclusive evidence that the costs described in the Written Requisition constitute Qualified Project Costs or other permitted Project costs. The Fiscal Agent shall ~~immediately~~ provide Written Notice to the Borrower, the Funding Lender and the Governmental Lender if there are not sufficient funds available to or on deposit with the Fiscal Agent to make the ~~transfers~~ disbursements as and when required by this Section 7.7(b). Except as provided in the next sentence, all such payments shall be made by check or draft payable, or by wire transfer, ~~either~~ either: (i) directly to the person, firm or corporation to be paid, ; (ii) to the Borrower and such person, firm or corporation, ; or (iii) upon receipt by the Funding ~~Lender and the Governmental~~ Lender of evidence that the Borrower has previously paid such amount and Written Direction to the Fiscal Agent as to such as evidenced by the Funding ~~Lender~~▇▇▇▇▇▇’s approval of the Written Requisition, to the Borrower. Upon the occurrence of an Event of Default of the Borrower of which the Fiscal Agent has knowledge as provided herein, which is continuing under the Funding Loan Documents, with the Written Consent of the Funding Lender, the Fiscal Agent may apply amounts on deposit in the Project Fund to the payment of principal of and interest on the Funding Loan. If a Written Requisition signed by the Authorized Borrower Representative and countersigned by an authorized officer of the Funding Lender is received by the Fiscal Agent, the requested disbursement shall be paid by the Fiscal Agent as soon as practicable, but in no event later than three Business Days following receipt thereof by the Fiscal Agent. Upon final disbursement of all amounts on deposit in the Project Fund, the Fiscal Agent shall close the Project Fund. (c) ~~Immediately prior~~ Moneys deposited to the Negative Arbitrage Account of the Project Fund pursuant to the Contingency Draw-Down Agreement, together with investment earnings thereon, which shall be retained therein, shall be transferred to the Funding Loan Payment Fund and applied pursuant to Section 7.4 on each Borrower Loan Payment Date to the extent necessary to enable the Fiscal Agent to pay interest due on the Funding Loan on such date. The transfer of moneys from the Negative Arbitrage Account of the Project Fund to the Funding Loan Payment Fund shall occur automatically without the need for a Written Requisition of the Borrower, or consent of the Funding Lender. (d) Amounts on deposit in the Borrower Equity Account of the Project Fund shall be disbursed from time to time by the Fiscal Agent to pay designated amounts as set forth in and upon receipt of a Written Requisition of the Borrower signed by an Authorized Borrower Representative and the Funding Lender. (e) Prior to any mandatory prepayment of the Funding Loan pursuant to ~~hereto~~the terms hereof, any amounts then remaining in the Project Fund shall, at the written direction of the Funding Lender, be transferred to the Funding Loan Payment Fund to be applied to the prepayment of the Funding Loan pursuant hereto. (d) Amounts on deposit in the Project Fund shall be invested in Permitted Investments directed in writing by the Borrower. Investment Income earned on amounts on deposit in each account of the Project Fund shall be retained in and credited to and become a part of the amounts on deposit in that account of the Project Fund. (e) Prior to the Completion Date, the Funding Lender may provide a written request for accrued interest due and payable on the Governmental Lender Notes which shall be provided to the Governmental Lender within three (3) Business Days, but which shall not be subject to the Governmental Lender’s prior approval.

Appears in 2 contracts

Sources: Funding Loan Agreement, Funding Loan Agreement

Project Fund. (a) ~~All proceeds of the Funding Loan provided by the Funding Lender shall be deposited to the Note Proceeds Account of the Project Fund and disbursed as herein provided.~~ The ~~Fiscal Agent~~ Trustee shall use moneys in the Tax-Exempt Bonds Account and the Equity Account of the Project Fund for the acquisition, ~~rehabilitation, development~~ rehabilitation and equipping of the Project, to pay other Qualified Project Costs and to pay other costs related to the Project as provided herein~~. On the Closing Date~~; provided, ~~the Funding Lender shall deposit or cause to be deposited with the Fiscal Agent~~however, ~~for~~ that any monies on deposit in the ~~Note Proceeds~~ Capitalized Interest Account of the Project ~~Fund~~Fund shall only be used to make payments on the Note (including payments under the Swap Agreement, ~~the initial disbursement~~ as provided therein) pursuant to Section 2.5 of the ~~Funding~~ Loan Agreement and as otherwise provided in Section 8.7(c) below. The amounts on deposit in the ~~amount~~ Tax-Exempt Bonds Account shall not be applied to the payment of $ Costs of Issuance. The amounts on deposit in the Equity Account of the Project Fund shall be disbursed pursuant to the provisions of Section 8.7(g) hereof. Not less than 9795% of the ~~moneys deposited in and credited to the Project Fund, and taking into account~~ Tax-Exempt Bond proceeds representing net proceeds of the ~~Funding Loan (if any) deposited in the Closing Costs Fund, representing the proceeds of the Funding Loan, including Investment Income thereon,~~ Tax-Exempt Bonds will be expended for Qualified Project Costs (the “9795% Requirement”)~~. The amounts on deposit in the Project Fund shall not be applied to the payment of Closing Costs~~. Before any payment shall be made from any account within the Project Fund, the Regulatory Agreement and Mortgage shall have been ~~executed and submitted to a title company for recordation~~ recorded in the official records of Los Angeles County (confirmed by the ~~County of Orange~~ title company responsible for such recording), and there shall be filed with the ~~Fiscal Agent~~ Trustee a Written Requisition of the Borrower substantially in the form attached hereto as Exhibit C C-1 and approved by the ~~Funding Lender pursuant to~~ Servicer for each such payment (upon which the ~~terms~~Trustee may conclusively rely). Notwithstanding the foregoing, ~~conditions and provisions~~ the Trustee may withdraw amounts from the Equity Account of the ~~Construction Funding Agreement, with~~ Project Fund without a ~~copy~~ Written Requisition to pay interest on the ~~Governmental Lender~~Bonds. ~~The Fiscal Agent~~ Amounts on deposit in the Tax-Exempt Bonds Account of the Project Fund shall be ~~entitled~~ allocated to, and disbursed from time to ~~conclusively rely upon any~~ time by the Trustee for the sole purpose of, paying Qualified Project Costs and other costs that are the subject of a Written Requisition and approved by the Servicer as provided in ~~determining whether~~ the preceding sentence, which requisition shall include a certification that the “95% Requirement” referred to ~~disburse amounts from~~ above is complied with and shall include an exhibit that allocates the amount to be disbursed among the Tax-Exempt Bonds Account and the Equity Account of the Project Fund. In connection with a Written Requisition~~, except for a written request for amounts representing accrued interest due and payable on the Governmental Lender Notes: (1)~~ : Only the signature of an authorized officer of the ~~Funding Lender~~ Servicer shall be required on a Written Requisition during any period in which a default by the Borrower has occurred and is then continuing under the ~~Borrower~~ Loan (notice of which default has been given in writing by an authorized officer of the ~~Funding Lender~~ Servicer to the ~~Fiscal Agent~~ Trustee and the ~~Governmental Lender~~Issuer, and the ~~Fiscal Agent~~ Trustee shall be entitled to conclusively rely on any such Written Notice as to the occurrence and continuation of such a default)~~. (2)~~ . The ~~Fiscal Agent~~ Trustee shall disburse amounts in the Project Fund upon receipt of a Written Requisition signed only by the ~~Funding Lender~~ Servicer (and without any need for any signature by an Authorized Borrower Representative) ), so long as the amount to be disbursed is to be used solely to make payments of principal, interest and/or fees due under the ~~Funding Loan~~ Bond Documents~~. (3)~~ . The ~~Fiscal Agent may~~ Trustee shall be entitled to conclusively rely ~~on all~~ upon any Written Requisitions, the execution of the Written Requisitions by the Authorized Borrower Representative and the approval of all Written Requisitions by the Funding Lender, as required by this Section, as conditions of payment Requisition in determining whether to disburse amounts from the Project Fund, which Written Requisitions constitute, as to the Fiscal Agent, irrevocable determinations that all conditions to payment of the specified amounts from the Project Fund have been satisfied. These documents shall be retained by the Fiscal Agent, subject at all reasonable times to examination by the Borrower, the Governmental Lender, the Funding Lender and the agents and representatives thereof upon reasonable notice to the Fiscal Agent. The Fiscal Agent is not required to inspect the Project or the construction work or to make any independent investigation with respect to the matters set forth in any Written Requisition or other statements, orders, certifications and approvals received by the Fiscal Agent. The Fiscal Agent is not required to obtain completion bonds, lien releases or otherwise supervise the acquisition, construction, renovation, equipping, improvement and installation of the Project. (b) Upon receipt of each Written Requisition submitted by the Borrower and approved in writing by the ~~Funding Lender~~Servicer, the ~~Fiscal Agent~~ Trustee shall ~~promptly, but in any case~~ within ~~two~~ three (3) Business ~~Days,~~ Days make payment from the appropriate account within the Project Fund in accordance with such Written Requisition. The ~~Fiscal Agent~~ Trustee shall have no duty to determine whether any requested disbursement from the Project Fund complies with the terms, conditions and provisions of the ~~Funding Loan~~ Bond Documents, ~~constitutes~~ constitute payment of Qualified Project Costs or complies with the 9795% Requirement. The approval in writing of a Written Requisition by the ~~Funding Lender~~ Servicer shall be deemed a certification and, insofar as the ~~Fiscal Agent~~ Trustee and the ~~Governmental Lender~~ Issuer are concerned, shall constitute conclusive evidence that all of the terms, conditions and requirements of the ~~Funding Loan~~ Bond Documents applicable to such disbursement have been fully satisfied or waived and the Written Requisition from the Borrower shall, insofar as the ~~Fiscal Agent~~ Trustee and the ~~Governmental Lender~~ Issuer are concerned, constitute conclusive evidence that the costs described in the Written Requisition constitute Qualified Project ~~Costs~~ costs or other permitted Project costs. ~~The Fiscal Agent~~ Each Written Requisition shall ~~immediately provide Written Notice to~~ include an exhibit that allocates the ~~Borrower,~~ requested disbursement among the ~~Funding Lender~~ Bonds and the ~~Governmental Lender if there are not sufficient~~ funds available to or on deposit with the Fiscal Agent to make the transfers as and when required by this Section 7.7(b). Except as provided in the next sentence, all such payments shall be made by check or draft payable, or by wire transfer, either (i) directly to the person, firm or corporation to be paid, (ii) to the Borrower and such person, firm or corporation, or (iii) upon receipt received by the Funding Lender and the Governmental Lender of evidence that the Borrower has previously paid such amount and Written Direction to the Fiscal Agent as to such as evidenced by the Funding Lender’s approval of the Written Requisition, to Trustee from the Borrower. Upon the occurrence of an Event of Default of the Borrower of which the Fiscal Agent has knowledge as provided herein, which is continuing under the Funding Loan Documents, with the Written Consent of the Funding Lender, the Fiscal Agent may apply amounts on deposit in the Project Fund to the payment of principal of and interest on the Funding Loan. If a Written Requisition signed by the Authorized Borrower Representative and countersigned by an authorized officer of the Funding Lender is received by the Fiscal Agent, the requested disbursement shall be paid by the Fiscal Agent as soon as practicable, but in no event later than three Business Days following receipt thereof by the Fiscal Agent. Upon final disbursement of all amounts on deposit in the Project Fund, the Fiscal Agent shall close the Project Fund. (c) Immediately prior to any mandatory prepayment of the Funding Loan pursuant to hereto, any amounts then remaining in the Project Fund The Trustee shall, ~~at the written direction~~ immediately upon each receipt of the Funding Lender, be transferred to the Funding Loan Payment Fund to be applied to the prepayment of the Funding Loan pursuant hereto. (d) Amounts on deposit in the Project Fund shall be invested in Permitted Investments directed in writing by the Borrower. Investment Income earned on amounts on deposit in each account of the Project Fund shall be retained in and credited to and become a part of the amounts on deposit in that account of the Project Fund. (e) Prior to the Completion Date, the Funding Lender may provide a written request for accrued interest due and payable on the Governmental Lender Notes which shall be provided to the Governmental Lender within three (3) Business Days, but which shall not be subject to the Governmental Lender’s prior approval.completed Written Requisition

Appears in 2 contracts

Sources: Bond Purchase Agreement, Bond Purchase Agreement

Project Fund. (a) All proceeds of the Funding Loan provided by the Funding Lender shall be deposited to the ~~Note Proceeds Account of the~~ Project Fund and disbursed as herein provided. On the Closing Date, the Borrower shall deposit or cause to be deposited with the Fiscal Agent, for deposit in the Equity Account of the Project Fund, the amount of $ . All amounts on deposit in the Equity Account of the Project Fund shall be transferred to First American Title Company on the Closing Date. The Fiscal Agent shall use moneys in the Project Fund for the ~~acquisition, rehabilitation, development~~ acquisition and ~~equipping~~ construction of the Project, to pay other Qualified Project Costs and to pay other costs related to the Project as provided herein. On the Closing Date, the Funding Lender shall deposit or cause to be deposited with the Fiscal Agent, for deposit in the Note Proceeds Account of the Project Fund, the initial disbursement of the Funding Loan in the amount of $ . Not less than 9795% of the moneys deposited in and credited to the Project Fund, and taking into account proceeds of the Funding Loan (if any) deposited in the Closing Costs Fund, representing the proceeds of the Funding Loan, including Investment Income thereon, will be expended for Qualified Project Costs (the “9795% Requirement”). The amounts on deposit in the Project Fund shall not be applied to the payment of Closing Costs. Before any payment shall be made from the Project Fund, the Regulatory Agreement shall have been executed and submitted to a title company for recordation in the official records of the County of ~~Orange~~ Santa ▇▇▇▇▇ and there shall be filed with the Fiscal Agent and the Governmental Lender a Written Requisition of the Borrower substantially in the form attached hereto as ~~Exhibit~~ EXHIBIT C and approved by the Funding Lender pursuant to the terms, conditions and provisions of the Construction Funding Agreement~~, with a copy to the Governmental Lender~~. The Fiscal Agent shall be entitled to conclusively rely upon any Written Requisition in determining whether to disburse amounts from the Project Fund. In connection with a Written Requisition, except for a written request for amounts representing accrued interest due and payable on the Governmental Lender ~~Notes~~Note: (1) Only the signature of an authorized officer of the Funding Lender shall be required on a Written Requisition during any period in which a default by the Borrower has occurred and is then continuing under the Borrower Loan (notice of which default has been given in writing by an authorized officer of the Funding Lender to the Fiscal Agent and the Governmental Lender, and the Fiscal Agent shall be entitled to conclusively rely on any such Written Notice as to the occurrence and continuation of such a default). (2) The Fiscal Agent shall disburse amounts in the Project Fund upon receipt of a Written Requisition signed only by the Funding Lender (and without any need for any signature by an Authorized Borrower Representative) ), so long as the amount to be disbursed is to be used solely to make payments of principal, interest and/or fees due under the Funding Loan Documents. (3) The Fiscal Agent may conclusively rely on all Written Requisitions, the execution of the Written Requisitions by the Authorized Borrower Representative and the approval of all Written Requisitions by the Funding Lender and the Governmental Lender, as required by this Section, as conditions of payment from the Project Fund, which Written Requisitions constitute, as to the Fiscal Agent, irrevocable determinations that all conditions to payment of the specified amounts from the Project Fund have been satisfied. These documents shall be retained by the Fiscal Agent, subject at all reasonable times to examination by the Borrower, the Governmental Lender, the Funding Lender and the agents and representatives thereof upon reasonable notice to the Fiscal Agent. The Fiscal Agent is not required to inspect the Project or the construction work or to make any independent investigation with respect to the matters set forth in any Written Requisition or other statements, orders, certifications and approvals received by the Fiscal Agent. The Fiscal Agent is not required to obtain completion bonds, lien releases or otherwise supervise the acquisition, construction, renovation, equipping, improvement and installation of the Project. (b) Upon receipt of each Written Requisition submitted by the Borrower and approved in writing by the Funding Lender, the Fiscal Agent shall promptly, but in any case within ~~two~~ three Business Days, make payment from the appropriate account within the Project Fund in accordance with such Written Requisition. The Fiscal Agent shall have no duty to determine whether any requested disbursement from the Project Fund complies with the terms, conditions and provisions of the Funding Loan Documents, constitutes payment of Qualified Project Costs or complies with the 9795% Requirement. The approval in writing of a Written Requisition by the Funding Lender shall be deemed a certification and, insofar as the Fiscal Agent and the Governmental Lender are concerned, shall constitute conclusive evidence that all of the terms, conditions and requirements of the Funding Loan Documents applicable to such disbursement have been fully satisfied or waived and the Written Requisition from the Borrower shall, insofar as the Fiscal Agent and the Governmental Lender are concerned, constitute conclusive evidence that the costs described in the Written Requisition constitute Qualified Project Costs or other permitted Project costs. The Fiscal Agent shall immediately provide Written Notice to the Borrower, the Funding Lender and the Governmental Lender if there are not sufficient funds available to or on deposit with the Fiscal Agent to make the transfers as and when required by this Section 7.7(b). Except as provided in the next sentence, all such payments shall be made by check or draft payable, or by wire transfer, either (i) directly to the person, firm or corporation to be paid, (ii) to the Borrower and such person, firm or corporation, or (iii) upon receipt by the Funding Lender and the Governmental Lender of evidence that the Borrower has previously paid such amount and Written Direction to the Fiscal Agent as to such as evidenced by the Funding Lender’s approval of the Written Requisition, to the Borrower. Upon the occurrence of an Event of Default of the Borrower of which the Fiscal Agent has knowledge as provided herein, which is continuing under the Funding Loan Documents, with the Written Consent of the Funding Lender, the Fiscal Agent may apply amounts on deposit in the Project Fund to the payment of principal of and interest on the Funding Loan. If a Written Requisition signed by the Authorized Borrower Representative and countersigned by an authorized officer of the Funding Lender is received by the Fiscal Agent, the requested disbursement shall be paid by the Fiscal Agent as soon as practicable, but in no event later than three Business Days following receipt thereof by the Fiscal Agent. Upon final disbursement of all amounts on deposit in the Project Fund, the Fiscal Agent shall close the Project Fund. (c) Immediately prior to any mandatory prepayment of the Funding Loan pursuant to hereto, any amounts then remaining in the Project Fund shall, at the written direction of the Funding Lender, be transferred to the Funding Loan Payment Fund to be applied to the prepayment of the Funding Loan pursuant hereto. (d) Amounts on deposit in the Project Fund shall be invested in Permitted Investments directed in writing by the Borrower. Investment Income earned on amounts on deposit in each account of the Project Fund shall be retained in and credited to and become a part of the amounts on deposit in that account of the Project Fund. (e) Prior to the Completion Date, the Funding Lender may provide a written request for accrued interest due and payable on the Governmental Lender ~~Notes~~ Note which shall be provided to the Governmental Lender within three (3) Business Days, but which shall not be subject to the Governmental Lender’s prior approval.

Appears in 1 contract

Common use of Project Fund Clause in Contracts