Common use of Project Fund Clause in Contracts

Project Fund. There is hereby created by the Issuer and ordered established with the Trustee a Trust Fund to be designated with the title of the Bonds and the label “Project Fund.” There is hereby created within the Project Fund three accounts to be designated “Project Fund – Series A Account,” “Project Fund – Series B Account” and “Project Fund – Series C Account” (said accounts being hereinafter referred to the “Project Fund Accounts”). The Trustee shall deposit into the Project Fund Accounts, from time to time when and as received, the amounts specified in Section 3.01 and any additional moneys which the Borrowers may deliver to the Trustee from time to time with the instruction that such moneys be deposited into the Project Fund. The Trustee is hereby authorized and directed to disburse moneys from the Project Fund to pay (or reimburse the Borrowers for) Project Costs. Except as otherwise provided below, such disbursements shall be made only upon a Borrower’s Requisition made by or on behalf of the Borrowers meeting the requirements of and submitted in accordance with Section 4.02. Notwithstanding the foregoing, there shall never be disbursed from either the Project Fund – Series A Account or the Project Fund – Series B Account to pay or reimburse any of the costs of acquiring and installing the Project Equipment, and there shall never be disbursed from the Project Fund – Series C Account to pay or reimburse any of the Project Costs other than the costs of acquiring and installing the Project Equipment, in each case including a ratable portion of indirect costs (such as, by way of example and not limitation, Trustee’s fees and the costs of issuing the Bonds). In addition, disbursements from the Project Fund shall be subject to such further terms and conditions as may be contained in the Credit Agreement and the Disbursing Agreement (as defined in the Credit Agreement). If an Event of Default shall have occurred and be continuing, the Trustee (without any authorization from the Borrower) may, if the Trustee has accelerated the Bonds under Section 8.02, apply moneys in the Project Fund in accordance with Section 8.06. Upon the closing of the Project Fund in accordance with Section 4.05, any remaining balance in the Project Fund shall be transferred to the Bond Fund.

Project Fund. There is hereby Upon the issuance and delivery of Obligations, the proceeds of which will be used to pay Costs of University Facilities, there shall be created and ordered maintained in the Treasury of the Commonwealth, a fund designated the "University of Kentucky Project Fund" with an additional series identification for each series of Obligations. Amounts in a Project Fund shall be disbursed therefrom by the Issuer and ordered established with the Trustee a Trust Fund to be designated with the title Treasurer of the Bonds Commonwealth according to such inspection, audit, and the label “Project Fund.” There is hereby created within the Project Fund three accounts to be designated “Project Fund – Series A Account,” “Project Fund – Series B Account” and “Project Fund – Series C Account” (said accounts being hereinafter referred to the “Project Fund Accounts”). The Trustee shall deposit into the Project Fund Accounts, disbursement procedures as may from time to time when be provided by law, for the purpose of paying Costs of University Facilities as identified in the related Series Resolution or Supplemental Trust Agreement and as receivedto reimburse the University for any payments which may have been made from other available resources in anticipation of the issuance of such Obligations. Any balance remaining in a Project Fund after the final payment of all Costs of University Facilities for which such Project Fund was created, shall be deposited in the amounts specified in Section 3.01 Debt Service Fund and any additional moneys which the Borrowers may deliver (i) credited to the Trustee from time related subaccount, if any, within the Debt Service Reserve Account if and to time with the instruction extent that such moneys subaccount of the Debt Service Reserve Account contains less than the Required Amount, and/or (ii) either applied as a credit against the next deposit required to be deposited made into the Project Debt Service Payment Fund. The Trustee is hereby authorized and , or used to purchase Obligations in the open market at a purchase price not exceeding par plus accrued interest, as may be directed to disburse moneys by the Fiscal Officer; provided that, if proceedings are then pending or imminently contemplated for incurring additional Costs of University Facilities which are or will be paid from the proceeds of Obligations, any such unexpended balance may be taken into account in determining the amount of Obligations to be authorized for such purpose, or may otherwise be applied to such Costs of University Facilities, in which event such unexpended balance may be transferred to a Project Fund created for such purpose. If so provided in any Series Resolution or a Supplemental Trust Agreement, to pay (the extent permitted by law, a Project Fund may be held and disbursed by the Trustee. Furthermore, if the Obligations with respect to which a Project Fund is created are Financing Agreements, SPBC Leases or reimburse the Borrowers for) Additional Obligation Instruments, a Project Costs. Except as otherwise provided below, such disbursements shall Fund may be made only upon a Borrower’s Requisition made by or on behalf of the Borrowers meeting created in accordance with the requirements of and submitted in accordance with Section 4.02. Notwithstanding the foregoingsuch Financing Agreements, there shall never be disbursed from either the Project Fund – Series A Account SPBC Leases or the Project Fund – Series B Account to pay or reimburse any of the costs of acquiring and installing the Project Equipment, and there shall never be disbursed from the Project Fund – Series C Account to pay or reimburse any of the Project Costs other than the costs of acquiring and installing the Project Equipment, in each case including a ratable portion of indirect costs (such as, by way of example and not limitation, Trustee’s fees and the costs of issuing the Bonds). In addition, disbursements from the Project Fund shall be subject to such further terms and conditions as may be contained in the Credit Agreement and the Disbursing Agreement (as defined in the Credit Agreement). If an Event of Default shall have occurred and be continuing, the Trustee (without any authorization from the Borrower) may, if the Trustee has accelerated the Bonds under Section 8.02, apply moneys in the Project Fund in accordance with Section 8.06. Upon the closing of the Project Fund in accordance with Section 4.05, any remaining balance in the Project Fund shall be transferred to the Bond FundAdditional Obligation Instruments.

Project Fund. 1. There is hereby created by the Issuer and ordered established with the Trustee a Trust Fund special trust fund to be designated with the title of the Bonds and the label “"KeySpan Generation LLC 1999 Series A Project Fund.” There is hereby created within the Project Fund three accounts to be designated “Project Fund – Series A Account,” “Project Fund – Series B Account” and “Project Fund – Series C Account” " (said accounts being hereinafter referred to as the “Project Fund Accounts”). The Trustee shall deposit into the Project Fund Accounts, from time to time when and as received, the amounts specified in Section 3.01 and any additional moneys which the Borrowers may deliver to the Trustee from time to time with the instruction that such moneys be deposited into the "Project Fund") to be held by the Trustee. The Trustee is hereby authorized and directed to disburse moneys from the Project Fund to pay (All income or reimburse the Borrowers for) Project Costs. Except as otherwise provided below, such disbursements shall be made only upon a Borrower’s Requisition made by or gain on behalf of the Borrowers meeting the requirements of and submitted in accordance with Section 4.02. Notwithstanding the foregoing, there shall never be disbursed from either the Project Fund – Series A Account or the Project Fund – Series B Account to pay or reimburse any of the costs of acquiring and installing the Project Equipment, and there shall never be disbursed from the Project Fund – Series C Account to pay or reimburse any of the Project Costs other than the costs of acquiring and installing the Project Equipment, in each case including a ratable portion of indirect costs (such as, by way of example and not limitation, Trustee’s fees and the costs of issuing the Bonds). In addition, disbursements from the Project Fund shall be subject to such further terms and conditions as may be contained in the Credit Agreement and the Disbursing Agreement (as defined in the Credit Agreement). If an Event of Default shall have occurred and be continuing, the Trustee (without any authorization from the Borrower) may, if the Trustee has accelerated the Bonds under Section 8.02, apply moneys in the Project Fund in accordance with Section 8.06. Upon the closing of the Project Fund in accordance with Section 4.05, any remaining balance monies deposited in the Project Fund shall be transferred retained therein. 2. There shall be deposited into the Project Fund the proceeds of the Bonds issued hereunder, net of underwriter's discount and accrued interest, if any, which, pursuant to Section 2.02.6 of this Indenture, is to be used and applied together with other moneys advanced by the Company to the prepayment of the KeySpan Notes, the proceeds of which prepayment are to be used to pay the redemption price of the Prior Bonds. The accrued interest, if any, on the Bonds shall be deposited in the Interest Account of the Bond Fund. 3. The monies on deposit from time to time in the Project Fund shall be held under this Indenture, but shall not be subject to the liens, pledges, charges, assignments and trusts created hereby for the security and benefit of the Holders of the Bonds and shall not be available for the payment of Bonds within the meaning of the Indenture, and shall be used and applied solely for the purpose of financing the prepayment of the KeySpan Notes and in accordance with the remaining provisions of this Section and any excess shall be used for the cost of issuance of the Bonds. 4. The Trustee is authorized and directed to make payments from the Project Fund which together with moneys advanced by the Company will be sufficient to pay the principal amount and interest payment due under the KeySpan Notes (the "Prepayment Price") or costs incurred in connection therewith and the refunding of the Prior Bonds, upon the order of the Company, but only upon receipt from time to time of requisitions signed by an Authorized Company Representative, stating with respect to each payment to be made from the Project Fund: (a) the requisition number; (b) the nature of the disbursement; (c) the payee, with address, which may be the Company in the case of reimbursements for advances and payments made by the Company; (d) the amount of such payment; (e) that the disbursement will be used to pay, or reimburse the Company for, part of the Prepayment Price or costs incurred in connection with the prepayment of the KeySpan Notes and the redemption of the Prior Bonds; and (f) that the disbursement will not be used in a manner that would result in a violation of any representation or any covenant contained in Section 5.4 of the Participation Agreement or be contrary to any material representation or warranty contained in the Tax Regulatory Agreement. 5. For seven years from the dates thereof, the Trustee shall retain in its possession all requisitions received by it as herein required, subject to the inspection of the Authority, its agents and representatives, the Company, the Bond Insurer and the Holders and their representatives at all reasonable times at the Principal Corporate Trust Office. 6. All monies remaining in the Project Fund after the payment or provision for payment of the Prepayment Price and all other costs to be paid from such Project Fund shall, at the written direction of the Company, be deposited in the Bond Fund for credit to the Redemption Account to be applied solely in accordance with and subject to the restrictions contained in Article V and Article IX hereof to the payment of principal of and premium, if any, and interest on the Bonds; except for amounts retained in the Project Fund by the Trustee with the approval of the appropriate Authorized Company Representative for payment of items permitted to be financed from such Fund but not then due and payable, any balance remaining of such retained funds in the Project Fund after full payment or provision of payment of part of the Prepayment Price shall be paid to the Trustee for deposit in the Bond Fund for credit to the Redemption Account and applied by the Trustee as described above. At such time as all monies have been paid from the Project Fund, the Trustee shall close the Project Fund and thereupon all of its right, title and interest hereunder shall cease, determine and become void and the Trustee shall execute such documents to evidence such release as may reasonably be required.

Project Fund. There is hereby created by the Issuer and ordered established with the Trustee a Trust Fund to be designated with the title of the Bonds and the label “Project Fund.” There is hereby created within Money in the Project Fund three accounts to shall be designated “Project disbursed in accordance with the provisions of Section 3.6 of the Loan Agreement (which Section 3.6 shall be considered incorporated herein by this reference) and this Section 4.04. Upon the deposit of Collateral Payments in the Collateral Fund – Series A Account,” “Project Fund – Series B Account” as provided in Section 4.06 hereof, and “Project Fund – Series C Account” (said accounts being hereinafter referred subject to the “Project Fund Accounts”). The provisions of this Section 4.04, the Trustee shall disburse the Bond proceeds on deposit into in the Project Fund Accountsfor use by the Borrower to pay Project Costs in accordance with Section 3.6 of the Loan Agreement. To the extent money is not otherwise available to the Trustee, from time to time when and as receivedincluding money on deposit in the Bond Fund or the Collateral Fund, the amounts specified in Section 3.01 and any additional moneys which the Borrowers may deliver to the Trustee from time to time with the instruction that such moneys be deposited into the Project Fund. The Trustee is hereby authorized and directed to disburse moneys shall transfer from the Project Fund to pay (or reimburse the Borrowers for) Project CostsBond Fund sufficient money to make the necessary interest and principal payments on each Interest Payment Date without further written direction. Except as otherwise provided belowdescribed in the preceding sentence, such disbursements shall be made only upon a Borrower’s Requisition made by or funds on behalf of the Borrowers meeting the requirements of and submitted deposit in accordance with Section 4.02. Notwithstanding the foregoing, there shall never be disbursed from either the Project Fund – Series A Account or the Project Fund – Series B Account to pay or reimburse any of the costs of acquiring and installing the Project Equipment, and there shall never be disbursed from the Project Fund – Series C Account to pay or reimburse any of the Project Costs other than the costs of acquiring and installing the Project Equipment, in each case including a ratable portion of indirect costs (such as, by way of example and not limitation, Trustee’s fees and the costs of issuing the Bonds). In addition, disbursements from the Project Fund shall be subject used exclusively to such further terms pay Project Costs. The Trustee shall cause to be kept and conditions as may be contained in maintained adequate records pertaining to the Credit Agreement Project Fund and the Disbursing Agreement (as defined in the Credit Agreement)all disbursements therefrom. If an Event of Default shall have occurred requested by the Issuer, the Borrower or the Federal Tax Credit Investor, after the Project has been completed and be continuinga Completion Certificate is filed as provided in Section 4.07 hereof, the Trustee (without shall file copies of the records pertaining to the Project Fund and disbursements therefrom with the Issuer and the Borrower. The Trustee shall satisfy this obligation by providing trust statements for all periods in which there are funds in the Project Fund. Notwithstanding any authorization provision of the Loan Agreement or any other provision of this Indenture to the contrary, the Trustee shall not disburse money from the Borrower) mayProject Fund, if other than to pay Bond Service Charges on the Bonds, unless and until Collateral Payments or other Eligible Funds in an amount equal to or greater than the requested disbursement amount have been deposited in the Collateral Fund. Prior to making any disbursement (except to the extent necessary to pay Bond Service Charges), the Trustee has accelerated shall determine that the aggregate principal amount that will be held in (a) the Collateral Fund and (b) the Project Fund, after the anticipated disbursement, is at least equal to the then-Outstanding principal amount of the Bonds under Section 8.02provided that upon receipt of a Collateral Payment, apply moneys in Trustee shall, prior to the close of business on the date of receipt of such Collateral Payment, either (a) disburse Bond proceeds from the Project Fund in accordance with the applicable Disbursement Request or (b) return the Collateral Payment via wire transfer to the party depositing the Collateral Payment. On the Maturity Date, if and to the extent that amounts held in the Bond Fund after the transfer from the Collateral Fund pursuant to the penultimate paragraph of Section 8.064.06 are insufficient to pay Bond Service Charges, the Trustee shall transfer any amounts then on deposit in the Project Fund into the Bond Fund to pay Bond Service Charges on the Bonds. Upon the closing occurrence and continuance of an Event of Default hereunder because of which the principal amount of the Project Fund in accordance with Bonds has been declared to be due and immediately payable pursuant to Section 4.056.03 hereof, any money remaining balance in the Project Fund shall be promptly transferred by the Trustee to the Bond Fund.. OHSUSA:763098104.5

Project Fund. There is hereby created by (A) In addition to moneys deposited in the Issuer and ordered established with Project Fund from the Trustee a Trust Fund to be designated with the title proceeds of sale of the Bonds and the label “Project Fund.” There is hereby created within the Project Fund three accounts pursuant to be designated “Project Fund – Series A Account,” “Project Fund – Series B Account” and “Project Fund – Series C Account” (said accounts being hereinafter referred to the “Project Fund Accounts”). The Trustee Section 402 hereof, there shall deposit into the Project Fund Accounts, from time to time when and as received, the amounts specified in Section 3.01 and any additional moneys which the Borrowers may deliver to the Trustee from time to time with the instruction that such moneys be deposited into the Project Fund all other moneys received by the Trustee under or pursuant to this Indenture or the other Financing Documents which, by the terms hereof or thereof, are to be deposited in the Project Fund. (B) Moneys on deposit in the Project Fund shall be disbursed and applied by the Trustee to pay the Costs of the Project pursuant to the provisions of Section 4.3 of the Installment Sale Agreement, this Section 404, and the applicable provisions of the Reimbursement Agreement. The Trustee is hereby authorized and directed to disburse moneys from the Project Fund upon receipt by the Trustee of a Request for Disbursement, in substantially the form attached hereto as Exhibit C, certified to pay (or reimburse the Borrowers for) Project Costs. Except as otherwise provided below, such disbursements shall be made only upon a Borrower’s Requisition made by or on behalf an Authorized Representative of the Borrowers meeting Company and approved in writing by the requirements of and submitted Bank in accordance with Section 4.02. Notwithstanding the foregoingapplicable provisions of this Indenture, there shall never be disbursed from either the Project Fund – Series A Account or the Project Fund – Series B Account to pay or reimburse any of the costs of acquiring and installing the Project Equipment, and there shall never be disbursed from the Project Fund – Series C Account to pay or reimburse any of the Project Costs other than the costs of acquiring and installing the Project Equipment, in each case including a ratable portion of indirect costs (such as, by way of example and not limitation, Trustee’s fees and the costs of issuing the Bonds). In addition, disbursements from the Project Fund shall be subject to such further terms and conditions as may be contained in the Credit Reimbursement Agreement and the Disbursing Agreement Installment Sale Agreement. (as defined in the Credit Agreement). If an Event of Default shall have occurred and be continuing, the Trustee (without any authorization from the BorrowerC) may, if the Trustee has accelerated the Bonds under Section 8.02, apply moneys in the Project Fund in accordance with Section 8.06. Upon the closing of the Project Fund in accordance with Section 4.05, any remaining balance All earnings on amounts held in the Project Fund shall be deposited by the Trustee into the Project Fund. (1) Except for any amount retained for the payment of incurred and unpaid items of the Cost of the Project, after the Completion Date, all moneys in the Project Fund (in excess of any amount required to be transferred to the Rebate Fund pursuant to Section 407 hereof and the Tax Documents) shall be transferred from the Project Fund to the Bond FundFund and be applied as soon as possible to the redemption of Bonds in accordance with Article III hereof. (2) In the event the unpaid principal amount of the Bonds shall be accelerated upon the occurrence of an Event of Default, the balance in the Project Fund (in excess of any amount required to be transferred to the Rebate Fund pursuant to Section 407 hereof and the Tax Documents) shall be transferred from the Project Fund to the Bond Fund as soon as possible and shall be used to pay the principal of, premium, if any, on and interest on the Bonds. (E) The Trustee shall maintain adequate records pertaining to the Project Fund and all disbursements therefrom, and shall, upon request and within sixty (60) days after the Completion Date, file an accounting thereof with the Issuer, the Company and the Bank.