Common use of Project Fund Clause in Contracts

Project Fund. (A) The Trust shall deposit in the Project Fund such amounts as shall be stated in the applicable Supplemental Trust Agreement, and subject to final allocation as set forth in a certificate of an Authorized Officer. Moneys in the Project Fund shall be disbursed by the Master Trustee pursuant to a written direction of an Authorized Officer of the Trust for Costs of the applicable Projects or the refinancing of such Costs in accordance with the Act, the Clean Water Act, the Drinking Water Act, as applicable, the DEP Regulations and the applicable Financing Agreements and Regulatory Agreements. The Trust shall maintain records as to the amounts allocable to each Borrower and shall only requisition moneys for the account of a particular Borrower to the extent set forth in the applicable Financing Agreement. (B) The Trust may direct the transfer of moneys between accounts, if any, in the Project Fund pursuant to a written certificate of an Authorized Officer. (C) When all Costs of a particular Project to be paid from the Project Fund have been so paid, as evidenced by a certificate of an Authorized Officer of the Trust delivered to the Master Trustee, or when otherwise directed herein, any amount remaining unexpended in the Project Fund allocable to such Project shall be either (1) applied to the prepayment of the applicable Loan and transferred by the Master Trustee to either (i) the Senior Redemption Fund or Subordinate Redemption Fund or (ii) applied to Costs of other Projects to the extent permitted under the Clean Water Act or the Drinking Water Act, as applicable, and the DEP Regulations (upon delivery to the Master Trustee of an original executed counterpart of an amendment or supplement to the applicable Financing Agreement and Regulatory Agreement), or (2) applied as a credit against any Borrower Payments then or thereafter due under the applicable Financing Agreement and transferred by the Master Trustee to the Revenue Fund or the Senior Debt Service Fund or Subordinate Debt Service Fund (as directed by the Trust), or (3) any combination of the foregoing, as directed in a certificate of an Authorized Officer of the Trust delivered to the Master Trustee. Notwithstanding the foregoing provisions of this Paragraph (C), no moneys remaining in a Project Fund upon final disbursement therefrom for Costs of the applicable Project may be transferred by the Master Trustee to the Revenue Fund or to the Senior Debt Service Fund or Subordinate Debt Service Fund unless the written direction of an Authorized Officer of the Trust is accompanied by an opinion of Bond Counsel to the effect that such transfer will not adversely affect the exclusion from gross income of interest on any Bonds Outstanding for federal income tax purposes. (D) Notwithstanding anything in this Section to the contrary, upon the written direction of an Authorized Officer of the Trust, the Master Trustee shall transfer the amount on deposit in the Project Fund allocable to a particular Borrower to the Senior Debt Service Fund or Subordinate Debt Service Fund, as applicable, any amounts necessary for the payment of any Borrower Payments due and unpaid on the related Loan or any other outstanding Loan to the same Borrower to the extent that at such time no moneys are available therefor in any other Funds and Accounts established hereunder or under the applicable Financing Agreement.

Project Fund. The Issuer shall maintain the Project Fund in the custody of the Trustee, to the credit of which deposits are to be made as required by the provisions of Section 3.1 hereof. (Aa) The Trust shall deposit Moneys held in the Project Fund such amounts as representing proceeds of the sale of the Expenditure Agreement shall be stated disbursed by the Trustee in accordance with the provisions of this Section 4.3 to pay the costs of the Projects, including the issuance costs of the Expenditure Agreement. Subject to the provisions below and to any applicable representations, warranties and covenants contained in the applicable Supplemental Trust Indenture or the Financing Agreement, and subject to final allocation as set forth in a certificate of an Authorized Officer. Moneys in disbursements from the Project Fund shall be disbursed by made only to pay (or to reimburse the Master Trustee pursuant to a written direction of an Authorized Officer Foundation for payment of) costs of the Trust Projects, as the case may be, as follows: (1) Costs incurred directly or indirectly for or in connection with the acquisition, construction, expansion, equipping, installation or improvement of the Projects, as the case may be, including: costs incurred with respect to preliminary planning and studies; architectural, legal, engineering, accounting, consulting, supervisory and other services; labor, services and materials; and recording of documents and title work; (2) Costs incurred directly or indirectly in seeking to enforce any remedy against any contractor or subcontractor in respect of any actual or claimed default under any contract relating to the Projects, as the case may be; (3) Financial, legal, accounting, charges and expenses, and all other fees, charges and expenses incurred in connection with the authorization, sale, issuance and delivery of the Expenditure Agreement, including, without limitation, the fees and expenses of the Issuer, Issuer’s Counsel, Bond Counsel, Foundation’s Counsel, Financial Advisor to the Issuer, and the Trustee (the “Costs of Issuance”); and (4) Any other incidental and necessary costs, expenses, fees and charges relating to the applicable Projects acquisition, construction, expansion, equipping, installation or improvement of the refinancing Projects, as the case may be. Promptly after the proceeds from the sale of such Costs in accordance with the ActExpenditure Agreement are deposited into the Project Fund, the Clean Water Act, Trustee shall pay the Drinking Water Act, as applicable, the DEP Regulations and the applicable Financing Agreements and Regulatory Agreements. The Trust shall maintain records as to the amounts allocable to each Borrower and shall only requisition moneys for the account of a particular Borrower to the extent set forth in the applicable Financing Agreement. (B) The Trust may direct the transfer of moneys between accounts, if any, in the Project Fund pursuant to a written certificate of an Authorized Officer. (C) When all Costs of a particular Project to be paid Issuance from such funds. Any further disbursements from the Project Fund have been so paiddescribed above to pay such fees, as evidenced by a certificate of an Authorized Officer of the Trust delivered to the Master Trustee, costs or when otherwise directed herein, any amount remaining unexpended in the Project Fund allocable to such Project shall be either (1) applied to the prepayment of the applicable Loan and transferred by the Master Trustee to either (i) the Senior Redemption Fund or Subordinate Redemption Fund or (ii) applied to Costs of other Projects to the extent permitted under the Clean Water Act or the Drinking Water Act, as applicable, and the DEP Regulations (upon delivery to the Master Trustee of an original executed counterpart of an amendment or supplement to the applicable Financing Agreement and Regulatory Agreement), or (2) applied as a credit against any Borrower Payments then or thereafter due under the applicable Financing Agreement and transferred by the Master Trustee to the Revenue Fund or the Senior Debt Service Fund or Subordinate Debt Service Fund (as directed by the Trust), or (3) any combination of the foregoing, as directed in a certificate of an Authorized Officer of the Trust delivered to the Master Trustee. Notwithstanding the foregoing provisions of this Paragraph (C), no moneys remaining in a Project Fund upon final disbursement therefrom for Costs of the applicable Project may be transferred by the Master Trustee to the Revenue Fund expenses or to reimburse the Senior Debt Service Fund or Subordinate Debt Service Fund unless the written direction of an Authorized Officer of the Trust is accompanied by an opinion of Bond Counsel to the effect that such transfer will not adversely affect the exclusion from gross income of interest on any Bonds Outstanding for federal income tax purposes. (D) Notwithstanding anything in this Section to the contrary, upon the written direction of an Authorized Officer of the Trust, the Master Trustee shall transfer the amount on deposit in the Project Fund allocable to a particular Borrower to the Senior Debt Service Fund or Subordinate Debt Service Fund, as applicable, any amounts necessary Foundation for the payment of any Borrower Payments due such fees, costs or expenses, other than Costs of Issuance, shall be made by the Trustee only upon the written order of the Foundation. Each such written order shall be in the form of the disbursement request attached hereto as Exhibit A and unpaid on shall be consecutively numbered and accompanied by invoices or other appropriate documentation supporting the related Loan payments or any other outstanding Loan reimbursements requested. (b) The Trustee shall cause to be kept and maintained adequate records pertaining to the same Borrower Project Fund and all disbursements therefrom. If requested by the Foundation or the Issuer, the Trustee shall file copies of the records pertaining to the extent that at Project Fund and all disbursements from such time no fund with the Issuer and the Foundation. (c) If, after payment of all costs of the Project requested by the Foundation, there shall remain any balance of moneys are available therefor in any other Funds and Accounts established hereunder or under the applicable Financing AgreementProject Fund, the Issuer shall transfer all moneys then in such Project Fund to the Expenditure Agreement Fund.

Project Fund. The Issuer shall establish and maintain the Project Fund in the custody of the Trustee, to the credit of which deposits are to be made as required by the provisions of Section 3.1 hereof. The Project Fund shall consist of the Bond Issuance Expense Account [, the Capitalized Interest Account] [, Debt Service Reserve Fund] and the Project Account. (Aa) The Trust Trustee shall deposit the amount provided in Section 3.1 in the Bond Issuance Expense Account. On the date of closing, the costs of issuance set forth in Exhibit A shall be wire transferred at closing, from the Bond Issuance Expense Account of the Project Fund, to the entities listed as authorized by the Mayor and the Clerk-Treasurer. Execution of this Indenture shall be authorization for these payments. [The Trustee shall deposit in the Capitalized Interest Account of the Project Fund all moneys required to be deposited therein pursuant to the provisions of Section 3.1 hereof. The Trustee shall apply the funds in the Capitalized Interest Account, including any investment earnings thereon, to the payment of interest on the Bonds as it becomes due through and including _________ 1, 20__. Any funds remaining in the Capitalized Interest Account after ___________ 1, 20__ shall be transferred to the Bond Fund.] (b) Except as set for in subparagraph (a) of this Section 4.3, moneys on deposit in the Project Account shall be disbursed by the Trustee in accordance with the provisions of this Section 4.3 to pay the costs of the Project. Subject to the provisions below and to any applicable representations, warranties and covenants contained in the Indenture or the Financing Agreement, disbursements from the Project Fund shall be made only to pay (or to reimburse the Company for payment of) Project Costs described below, upon receipt by the Trustee of the written request in the form attached hereto as Exhibit B and signed by the Authorized Representative of the Company (the “Disbursement Request”). Each such written request shall be consecutively numbered and accompanied by invoices or other documentation supporting the payments or reimbursements requested. Any disbursements from the Project Account described above to pay such fees, costs or expenses (or to reimburse the Company for the payment of such fees, costs or expenses) will be made by the Trustee only upon receipt of the Disbursement Request of an Authorized Representative of the Company. The Trustee will not make any disbursements from the Project Account without such a written request. The Trustee shall cause to be kept and maintained accurate records pertaining to the Project Fund and all disbursements therefrom. If requested by the Company or the Issuer, the Trustee shall file copies of the records pertaining to the Project Fund and all disbursements from such fund with the Issuer and the Company. (c) Following the completion of the Project, the Issuer will file a written completion certificate with the Trustee along with a certificate of the Authorized Representative of the Company, within fifteen (15) days after the completion of the Project, stating: (i) that the Project has been constructed and/or acquired, delivered and installed on the Project site and the date of completion; (ii) that the Company has made such investigation of such sources of information as are deemed by the Company to be necessary and is of the opinion that the Project has been fully paid for and that no claim or claims exist against the Company or the Issuer or against the properties of either out of which a lien based on furnishing labor or material for the Project exists or might ripen; provided, however, there may be excepted from the foregoing statement any claim or claims out of which a lien exists or might ripen in the event that the Company or the Issuer intends to contest such claim or claims, in which event such claim or claims shall be described; provided, further, however, that it shall be stated that funds are on deposit in the Project Fund sufficient to make payment of the full amount which might in any event be payable in order to satisfy such amounts as claim or claims. If such certificate shall state that there is a claim or claims in controversy which create or might ripen into a lien, there shall be stated in filed with the applicable Supplemental Trust Agreement, Issuer and subject to final allocation as set forth in the Trustee a certificate of an Authorized Officerthe Company or Issuer when and as such claim or claims shall have been fully paid. Moneys If, after payment of all costs of the Project requested by the Company, there shall remain any balance of moneys in the Project Fund, the Issuer shall transfer all moneys then in such Project Fund to the Bond Fund. The Company shall be disbursed by provide the Master Trustee pursuant to a with written direction of an Authorized Officer notice when all costs of the Trust for Costs of the applicable Projects or the refinancing of such Costs in accordance with the Act, the Clean Water Act, the Drinking Water Act, as applicable, the DEP Regulations and the applicable Financing Agreements and Regulatory Agreements. The Trust shall maintain records as to the amounts allocable to each Borrower and shall only requisition moneys for the account of a particular Borrower to the extent set forth in the applicable Financing Agreement. (B) The Trust may direct the transfer of moneys between accounts, if any, in the Project Fund pursuant to a written certificate of an Authorized Officer. (C) When all Costs of a particular Project to be paid payable from the Project Fund have been so paid, as evidenced by a certificate of an Authorized Officer of the Trust delivered to the Master Trustee, or when otherwise directed herein, any amount remaining unexpended in the Project Fund allocable to such Project shall be either (1) applied to the prepayment of the applicable Loan and transferred by the Master Trustee to either (i) the Senior Redemption Fund or Subordinate Redemption Fund or (ii) applied to Costs of other Projects to the extent permitted under the Clean Water Act or the Drinking Water Act, as applicable, and the DEP Regulations (upon delivery to the Master Trustee of an original executed counterpart of an amendment or supplement to the applicable Financing Agreement and Regulatory Agreement), or (2) applied as a credit against any Borrower Payments then or thereafter due under the applicable Financing Agreement and transferred by the Master Trustee to the Revenue Fund or the Senior Debt Service Fund or Subordinate Debt Service Fund (as directed by the Trust), or (3) any combination of the foregoing, as directed in a certificate of an Authorized Officer of the Trust delivered to the Master Trustee. Notwithstanding the foregoing provisions of this Paragraph (C), no moneys remaining in a Project Fund upon final disbursement therefrom for Costs of the applicable Project may be transferred by the Master Trustee to the Revenue Fund or to the Senior Debt Service Fund or Subordinate Debt Service Fund unless the written direction of an Authorized Officer of the Trust is accompanied by an opinion of Bond Counsel to the effect that such transfer will not adversely affect the exclusion from gross income of interest on any Bonds Outstanding for federal income tax purposes. (D) Notwithstanding anything in this Section to the contrary, upon the written direction of an Authorized Officer of the Trust, the Master Trustee shall transfer the amount on deposit in the Project Fund allocable to a particular Borrower to the Senior Debt Service Fund or Subordinate Debt Service Fund, as applicable, any amounts necessary for the payment of any Borrower Payments due and unpaid on the related Loan or any other outstanding Loan to the same Borrower to the extent that at such time no moneys are available therefor in any other Funds and Accounts established hereunder or under the applicable Financing Agreement.

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

Project Fund. (A) The Trust Trustee shall deposit in establish the San ▇▇▇▇ Water Company Project Fund such amounts as shall (the “Project Fund”) for which proceeds of the Bonds will be stated in applied to the applicable Supplemental Trust Agreement, and subject to final allocation as set forth in a certificate payment of an Authorized Officerthe Costs of the Project. Moneys The moneys in the Project Fund shall be disbursed held by the Master Trustee pursuant in trust and applied to a written direction of an Authorized Officer the payment of the Trust for Costs of the applicable Projects Project, in the manner set forth below. Before each payment is made from the Project Fund (including any account established therein) by the Trustee, there shall be filed with the Trustee a sequentially numbered Requisition of the Borrower conforming with the requirements of this Section and Section 3.2 of the Agreement, and in the form attached hereto as Exhibit C, stating with respect to each payment to be made: (1) the requisition number; (2) the name and address of the Person to whom payment is due; (3) the purpose for which such payment is to be made; (4) the amount to be paid; (5) that each obligation mentioned therein has been properly incurred and is a proper charge against the Project Fund; (6) that none of the items for which payment is requested has been previously reimbursed from the Project Fund; (7) that each item for which payment is requested is or was necessary in connection with the refinancing acquisition, construction, renovation, installation, improvement, equipping or financing of the Project; (8) that at least 96% of the amount requisitioned, together with all amounts requisitioned to date, have in the aggregate been used to pay for or to reimburse the Borrower for expenditures properly allocable to Costs of the Project pursuant to the Tax Certificate (excluding Costs of Issuance); and (9) that an invoice evidencing each item for payment is attached thereto, including invoices for costs previously paid and for which reimbursement is being requested. Each such Requisition of the Borrower shall be sufficient evidence of the facts stated therein and the Trustee shall have no duty to confirm the accuracy of such Costs in accordance with facts. Upon receipt of each such Requisition of the ActBorrower, signed by an Authorized Representative of the Borrower and accompanied by an invoice for each item for payment, the Clean Water Act, the Drinking Water Act, as applicable, the DEP Regulations and the applicable Financing Agreements and Regulatory Agreements. The Trust Trustee shall maintain records as to the amounts allocable to each Borrower and shall only requisition thereupon disburse moneys for the account of a particular Borrower to the extent set forth in the applicable Financing Agreement. (B) The Trust may direct the transfer of moneys between accounts, if any, in the Project Fund to pay the amount set forth therein as directed by the terms thereof. The Authority may at any time request copies of accounting records from the Trustee reflecting investment and disbursement of funds in the accounts under its control. Prior to the Completion Date, if ▇▇▇▇▇▇▇▇ delivers a Request to the Trustee (i) describing a component of the Project that is no longer necessary for inclusion within the Project and the reasons therefore (which Request has been consented to, or deemed consented to by the Authority in accordance with Section 3.2(d) of the Agreement), and (ii) requesting the Trustee to apply a proportionate amount of moneys in the Project Fund which correspond to such portion of the Project to redeem Bonds in Authorized Denominations, to the maximum degree permissible, and at the earliest possible dates at which the Bonds can be redeemed pursuant to a written certificate Section 4.01 of an Authorized Officer. (C) When all Costs of a particular Project to be paid this Indenture; then the Trustee shall transfer such amount from the Project Fund have been so paidinto a separate account within the Revenue Fund, as evidenced which the Trustee shall establish and hold in trust, and which shall be entitled the “Surplus Account.” The moneys in the Surplus Account shall be used and applied (subject to Section 5.03) in accordance with such Request (unless some other application of such moneys permitted by the Indenture and the Loan Agreement is requested by the Borrower and would not, in the opinion of Bond Counsel, cause interest on the Bonds to become no longer Tax-exempt). Upon the receipt by the Trustee of a certificate conforming with the requirements of an Authorized Officer Section 3.3 of the Trust delivered to Agreement, and after payment of costs payable from the Master Trustee, Project Fund or when otherwise directed herein, any amount remaining unexpended provision having been made for payment of such costs not yet due by retaining such costs in the Project Fund allocable to such Project shall be either (1) applied to the prepayment of the applicable Loan and transferred by the Master Trustee to either (i) the Senior Redemption Fund or Subordinate Redemption Fund or (ii) applied to Costs of other Projects to the extent permitted under the Clean Water Act or the Drinking Water Act, as applicable, and the DEP Regulations (upon delivery to the Master Trustee of an original executed counterpart of an amendment or supplement to the applicable Financing Agreement and Regulatory Agreement), or (2) applied as a credit against any Borrower Payments then or thereafter due under the applicable Financing Agreement and transferred by the Master Trustee to the Revenue Fund or the Senior Debt Service Fund or Subordinate Debt Service Fund (as directed by the Trust), or (3) any combination of the foregoing, otherwise as directed in a certificate of an Authorized Officer of such certificate, the Trust delivered to Trustee shall transfer any remaining balance in the Master Trustee. Notwithstanding the foregoing provisions of this Paragraph (C), no moneys remaining in a Project Fund upon final disbursement therefrom for Costs of the applicable Project may be transferred by the Master Trustee to into either any previously established Surplus Account or into a separate account within the Revenue Fund or Fund, which the Trustee shall establish and hold in trust, and which shall be entitled the “Surplus Account.” The moneys in the Surplus Account shall be used and applied (subject to the Senior Debt Service Fund or Subordinate Debt Service Fund unless Section 5.03) at the written direction of an Authorized Officer the Borrower (unless some other application of such moneys permitted by the Trust Indenture and the Loan Agreement is accompanied requested by an the Borrower and would not, in the opinion of Bond Counsel Counsel, cause interest on the Bonds to become no longer Tax-exempt) to redeem Bonds in Authorized Denominations, to the effect that such transfer will maximum degree permissible, and at the earliest possible dates at which the Bonds can be redeemed pursuant to Section 4.01 of this Indenture. Notwithstanding Section 5.05 hereof, the moneys in the Surplus Account shall be invested at the written instruction of the Borrower at a yield no higher than the yield on the Outstanding Bonds (unless in the opinion of Bond Counsel, addressed and delivered to the Authority and the Trustee, investment at a higher yield would not adversely affect the exclusion from gross income of cause interest on any the Bonds Outstanding for federal to become no longer Tax-exempt), and all such investment income tax purposes. (D) Notwithstanding anything shall be deposited in this Section to the contrary, upon Surplus Account and expended or reinvested as provided above. In the written direction event of an Authorized Officer redemption of all of the TrustBonds pursuant to Section 4.01 hereof or an Event of Default which causes acceleration of the Bonds, the Master Trustee shall transfer the amount on deposit any moneys then remaining in the Project Fund allocable to a particular Borrower shall be transferred to the Senior Debt Service Fund or Subordinate Debt Service Surplus Account within the Revenue Fund, as applicable, any amounts necessary for and all moneys in the payment of any Borrower Payments due and unpaid on the related Loan Revenue Fund shall be used to redeem Bonds or any other outstanding Loan to the same Borrower to the extent that at pay Bonds upon such time no moneys are available therefor in any other Funds and Accounts established hereunder or under the applicable Financing Agreementacceleration.

Project Fund. 23 (Aa) Within the Project Fund, the Issuer hereby creates and orders established the following separate account to be held by the Trustee and designated as the “Series 2025 Construction Account.” 23 (b) The Trust proceeds (or deemed proceeds) from the sale of the Series 2025 Bonds shall deposit be deposited with the Trustee in trust into the Series 2025 Construction Account in an amount required to be deposited therein pursuant to Article III hereof. All remaining moneys held in the Project Fund such amounts as shall be stated in Series 2025 Construction Account representing proceeds of the applicable Supplemental Trust Agreement, and subject to final allocation as set forth in a certificate sale of an Authorized Officer. Moneys in the Project Fund Series 2025 Bonds shall be disbursed by the Master Trustee pursuant to a written direction of an Authorized Officer of the Trust for Costs of the applicable Projects or the refinancing of such Costs in accordance with the Act, provisions of this Section to pay the Clean Water Act, costs of completing the Drinking Water Act, as applicable, Project approved by the DEP Regulations and the applicable Financing Agreements and Regulatory AgreementsIssuer. The Trust shall maintain records as Subject to the amounts allocable to each Borrower limitations below and shall only requisition moneys for the account of a particular Borrower to the extent set forth in the any applicable Financing Agreement. (B) The Trust may direct the transfer of moneys between accountsconditions precedent, if anylimitations, restrictions, representations, warranties and covenants contained in the Project Fund pursuant to a written certificate of an Authorized Officer. (C) When all Costs of a particular Project to be paid Agreement, the Financing Agreement, or this Indenture, disbursements from the Series 2025 Construction Account shall be made only to pay (or to reimburse the Company or its designee for payment of) costs of the Project Fund have been so paidapproved by the Issuer, as evidenced by a certificate of an Authorized Officer of the Trust delivered to the Master Trustee, or when otherwise directed herein, any amount remaining unexpended in the Project Fund allocable to such Project shall be either follows: 23 (1) applied to Costs incurred directly or indirectly for or in connection with the prepayment acquisition, demolition, construction, expansion, equipping, installation or improvement of the applicable Loan and transferred by the Master Trustee to either (i) the Senior Redemption Fund or Subordinate Redemption Fund or (ii) applied to Costs of other Projects to the extent permitted under the Clean Water Act or the Drinking Water ActProject, as applicablethe case may be, including without limitation: costs incurred with respect to preliminary planning and the DEP Regulations (upon delivery to the Master Trustee studies; architectural, legal, engineering, accounting, consulting, supervisory and other services; demolition; labor, services and materials; and recording of an original executed counterpart of an amendment or supplement to the applicable Financing Agreement documents and Regulatory Agreement), or title work; 24 (2) applied as a credit Costs incurred directly or indirectly in seeking to enforce any remedy against any Borrower Payments then contractor or thereafter due subcontractor in respect of any actual or claimed default under the applicable Financing Agreement and transferred by the Master Trustee any contract relating to the Revenue Fund or the Senior Debt Service Fund or Subordinate Debt Service Fund (as directed by the Trust), or Project; and 24 (3) any combination Any financial, legal and accounting charges and expenses or other incidental and necessary costs, expenses, fees and charges approved by the Issuer relating to the acquisition, construction, expansion, equipping, installation or improvement of the foregoingProject, as directed in a certificate of an Authorized Officer of the Trust delivered case may be. 24 Any disbursements from the Series 2025 Construction Account described above to the Master Trustee. Notwithstanding the foregoing provisions of this Paragraph pay such fees, costs or expenses (C), no moneys remaining in a Project Fund upon final disbursement therefrom for Costs of the applicable Project may be transferred by the Master Trustee to the Revenue Fund or to reimburse the Senior Debt Service Fund or Subordinate Debt Service Fund unless the written direction of an Authorized Officer of the Trust is accompanied by an opinion of Bond Counsel to the effect that such transfer will not adversely affect the exclusion from gross income of interest on any Bonds Outstanding for federal income tax purposes. (D) Notwithstanding anything in this Section to the contrary, upon the written direction of an Authorized Officer of the Trust, the Master Trustee shall transfer the amount on deposit in the Project Fund allocable to a particular Borrower to the Senior Debt Service Fund or Subordinate Debt Service Fund, as applicable, any amounts necessary Company for the payment of such fees, costs or expenses) shall be made by the Trustee only upon the written request of an Authorized Representative for the Company, with the prior written approval of an Authorized Representative for the Issuer. Each such written request shall be in the form of the disbursement request attached as Exhibit A hereto and shall be consecutively numbered and accompanied by invoices or other appropriate documentation supporting the payments or reimbursements requested. The Trustee shall not make any Borrower Payments due disbursements from the Series 2025 Construction Account without the prior written approval of the Issuer. Receipt by the Trustee of such written approval of the Issuer shall be deemed an irrevocable determination that all conditions precedent to such disbursement from the Series 2025 Construction Account have been satisfied. The Trustee may fully rely upon the information contained in such written request approved by the Issuer without inquiry or investigation, and unpaid on the related Loan Trustee shall not be required to verify the application of any payments from the Series 2025 Construction Account or any other outstanding Loan to inquire into the same Borrower to the extent that at such time no moneys purposes for which disbursements are available therefor in any other Funds and Accounts established hereunder or under the applicable Financing Agreement.being made. 24

Project Fund. The City shall maintain the Project Fund in the custody of the Trustee, to the credit of which deposits are to be made as required by the provisions of Section 3.1 hereof. (Aa) The Trust shall deposit Moneys held in the Project Fund such amounts as representing proceeds of the sale of the Bonds shall be stated disbursed by the Trustee in accordance with the provisions of this Section 4.3 to pay the costs of the Project. Subject to the provisions below and to any applicable representations, warranties and covenants contained in the applicable Supplemental Trust Indenture or the Financing Agreement, and subject to final allocation as set forth in a certificate of an Authorized Officer. Moneys in disbursements from the Project Fund shall be disbursed made only to pay (or to reimburse the Company for payment of) costs of the Project, as the case may be, as follows: (1) Costs incurred directly or indirectly for or in connection with the issuance of the Bonds and the acquisition, rehabilitation, expansion, equipping, installation or improvement of the Project, as the case may be, including: costs incurred with respect to preliminary planning and studies; architectural, legal, engineering, accounting, consulting, supervisory, trustee fees, publication costs, and other services; labor, services and materials; and recording of documents and title work; (2) Capitalized interest costs, namely a portion of the interest on the Bonds from the date of their original delivery through and including __________, 20_____; (3) Costs incurred directly or indirectly in seeking to enforce any remedy against any contractor or subcontractor in respect of any actual or claimed default under any contract relating to the Project, as the case may be; and (4) Any other incidental and necessary costs, expenses, fees and charges relating to the acquisition, rehabilitation, expansion, equipping, installation or improvement of the Project, as the case may be. Any further disbursements from the Project Fund described above to pay such fees, costs or expenses or to reimburse the Company for the payment of such fees, costs or expenses, other than the costs of issuance of the Bonds, shall be made by the Master Trustee pursuant to a only upon the written direction of an Authorized Officer order of the Trust for Costs Company. Each such written order shall be in the form of the applicable Projects disbursement request attached hereto as Exhibit A and shall be consecutively numbered and accompanied by invoices or other documentation supporting the refinancing payments or reimbursements requested (“Disbursement Request”). Each Disbursement Request shall be submitted to the Authorized Representative of such Costs the City for review and approval prior to submitting to the Trustee for disbursement from the Project Fund. Approval of or a request for additional information regarding a Disbursement Request shall be provided by the City within ten (10) business days or it shall be deemed approved by the City. If a Disbursement Request is so deemed to be approved by the City in accordance with the Actimmediately preceding sentence, the Clean Water ActCompany shall provide the Trustee with a written certification to that effect, at the time the Company submits any such Disbursement Request to the Trustee; and, the Drinking Water ActTrustee shall be fully protected in relying on any such certification in the disbursing of any such requested amounts and shall have no duty or obligation to confirm that the City received such Disbursement Request as required hereunder. The City may, as applicableat its option, disapprove of specific reimbursements requested by the Company which shall not be reimbursable from the Project Fund by the Trustee and shall specify in writing to the Company and Trustee the reason for disapproving a reimbursement item of a Disbursement Request. The Trustee has no duty or obligation to determine the appropriateness of any such objection and shall be fully protected in withholding any payments not approved by the City. The Trustee shall cause to be kept and maintained accurate records pertaining to the Project Fund and all disbursements therefrom. If requested by the Company or the City, the DEP Regulations Trustee shall file copies of the records pertaining to the Project Fund and all disbursements from such fund with the City and the applicable Financing Agreements and Regulatory AgreementsCompany. The Trust If, after payment of all costs of the Project requested by the Company, there shall maintain records as to the amounts allocable to each Borrower and shall only requisition moneys for the account of a particular Borrower to the extent set forth in the applicable Financing Agreement. (B) The Trust may direct the transfer remain any balance of moneys between accounts, if any, in the Project Fund, the City shall transfer all moneys then in such Project Fund pursuant to a the Bond Fund. The Company shall provide the Trustee with written certificate notice when all costs of an Authorized Officer. (C) When all Costs of a particular the Project to be paid payable from the Project Fund have been so paid, as evidenced by a certificate of an Authorized Officer of the Trust delivered to the Master Trustee, or when otherwise directed herein, any amount remaining unexpended in the Project Fund allocable to such Project shall be either (1) applied to the prepayment of the applicable Loan and transferred by the Master Trustee to either (i) the Senior Redemption Fund or Subordinate Redemption Fund or (ii) applied to Costs of other Projects to the extent permitted under the Clean Water Act or the Drinking Water Act, as applicable, and the DEP Regulations (upon delivery to the Master Trustee of an original executed counterpart of an amendment or supplement to the applicable Financing Agreement and Regulatory Agreement), or (2) applied as a credit against any Borrower Payments then or thereafter due under the applicable Financing Agreement and transferred by the Master Trustee to the Revenue Fund or the Senior Debt Service Fund or Subordinate Debt Service Fund (as directed by the Trust), or (3) any combination of the foregoing, as directed in a certificate of an Authorized Officer of the Trust delivered to the Master Trustee. Notwithstanding the foregoing provisions of this Paragraph (C), no moneys remaining in a Project Fund upon final disbursement therefrom for Costs of the applicable Project may be transferred by the Master Trustee to the Revenue Fund or to the Senior Debt Service Fund or Subordinate Debt Service Fund unless the written direction of an Authorized Officer of the Trust is accompanied by an opinion of Bond Counsel to the effect that such transfer will not adversely affect the exclusion from gross income of interest on any Bonds Outstanding for federal income tax purposes. (D) Notwithstanding anything in this Section to the contrary, upon the written direction of an Authorized Officer of the Trust, the Master Trustee shall transfer the amount on deposit in the Project Fund allocable to a particular Borrower to the Senior Debt Service Fund or Subordinate Debt Service Fund, as applicable, any amounts necessary for the payment of any Borrower Payments due and unpaid on the related Loan or any other outstanding Loan to the same Borrower to the extent that at such time no moneys are available therefor in any other Funds and Accounts established hereunder or under the applicable Financing Agreement.