Common use of Project Fund Clause in Contracts

Project Fund. (a) The Trustee shall use moneys in the Tax-Exempt Bonds Account and the Equity Account of the Project Fund for the acquisition, rehabilitation and equipping of the Project, to pay other Qualified Project Costs and to pay other costs related to the Project as provided herein; provided, however, that any monies on deposit in the Capitalized Interest Account of the Project Fund shall only be used to make payments on the Note (including payments under the Swap Agreement, as provided therein) pursuant to Section 2.5 of the Loan Agreement and as otherwise provided in Section 8.7(c) below. The amounts on deposit in the 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 95% of the Tax-Exempt Bond proceeds representing net proceeds of the Tax-Exempt Bonds will be expended for Qualified Project Costs (the “95% Requirement”). Before any payment shall be made from any account within the Project Fund, the Regulatory Agreement and Mortgage shall have been recorded in the official records of Los Angeles County (confirmed by the title company responsible for such recording), and there shall be filed with the Trustee a Written Requisition of the Borrower substantially in the form attached hereto as Exhibit C-1 and approved by the Servicer for each such payment (upon which the Trustee may conclusively rely). Notwithstanding the foregoing, the Trustee may withdraw amounts from the Equity Account of the Project Fund without a Written Requisition to pay interest on the Bonds. Amounts on deposit in the Tax-Exempt Bonds Account of the Project Fund shall be allocated to, and disbursed from time to 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 the preceding sentence, which requisition shall include a certification that the “95% Requirement” referred to 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: Only the signature of an authorized officer of the 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 Loan (notice of which default has been given in writing by an authorized officer of the Servicer to the Trustee and the Issuer, and the Trustee shall be entitled to conclusively rely on any such Written Notice as to the occurrence and continuation of such a default). The Trustee shall disburse amounts in the Project Fund upon receipt of a Written Requisition signed only by the 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 Bond Documents. The Trustee shall be entitled to conclusively rely upon any Written Requisition in determining whether to disburse amounts from the Project Fund.

Project Fund. (a) The Trustee proceeds of the Funding Loan shall use moneys in be deposited by the Tax-Exempt Bonds Fiscal Agent to the Note Proceeds Account and of the Project Fund. All proceeds of the Borrower Deferred Equity, as 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 disburse moneys in the Project Fund for the acquisition, rehabilitation construction and equipping of the Project, to pay other Qualified Project Costs and to pay other costs related to the Project as provided herein; provided, however, that any monies on deposit . Not less than 97% of the moneys deposited in and credited to the Capitalized Interest Note Proceeds Account of the Project Fund shall only be used to make payments on the Note (including payments under the Swap AgreementFund, as provided therein) pursuant to Section 2.5 of the Loan Agreement and as otherwise provided in Section 8.7(c) below. The amounts on deposit in the 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 95% of the Tax-Exempt Bond proceeds representing net taking into account proceeds of the Tax-Exempt Bonds 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 “9597% Requirement”). No more than $ of the amounts on deposit in the Note Proceeds Account of the Project Fund shall be applied to the payment of Closing Costs. Before any payment shall be made from any account within the Note Proceeds Account of the Project Fund, the Regulatory Agreement and Mortgage shall have been recorded executed and submitted to a title company for recordation in the official records of Los Angeles the County (confirmed of 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 title company responsible for such recording)following wire instructions: PAYABLE TO: First American Title Company BANK: First American Trust, and FSB ADDRESS: 0 Xxxxx Xxxxxxxx Xxx, Xxxxx Xxx, XX 00000 ACCOUNT NO: 3120540000 ROUTING NUMBER: 000000000 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 Trustee Fiscal Agent a Written Requisition of the Borrower substantially in the form attached hereto as Exhibit C-1 C and approved by the Servicer for each such payment (upon which Funding Lender pursuant to the Trustee may conclusively rely). Notwithstanding the foregoingterms, the Trustee may withdraw amounts from the Equity Account conditions and provisions of the Project Fund without a Written Requisition to pay interest on the Bonds. Amounts on deposit in the Tax-Exempt Bonds Account of the Project Fund shall be allocated toConstruction Funding Agreement, and disbursed from time to 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 the preceding sentence, which requisition shall include a certification that the “95% Requirement” referred to 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: Only the signature of an authorized officer of the 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 Loan (notice of which default has been given in writing by an authorized officer of the Servicer copy to the Trustee and the Issuer, and the Trustee shall be entitled to conclusively rely on any such Written Notice as to the occurrence and continuation of such a default). The Trustee shall disburse amounts in the Project Fund upon receipt of a Written Requisition signed only by the 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 Bond Documents. The Trustee shall be entitled to conclusively rely upon any Written Requisition in determining whether to disburse amounts from the Project FundGovernmental Lender.

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 the Capitalized Interest Account of the Project Fund as directed in writing by the Funds Lender. The Trustee Fiscal Agent shall use disburse moneys in the Tax-Exempt Bonds Note Proceeds Account, the Capitalized Interest Account and its subaccount, and the Borrower Equity Account of the Project Fund for the acquisition, rehabilitation construction and equipping of the Project, to pay other Qualified Project Costs and to pay other costs related to the Project as provided herein; provided, however, that any monies on deposit in the Capitalized Interest Account of the Project Fund shall only be used to make payments on the Note (including payments under the Swap Agreement, as provided therein) pursuant to Section 2.5 of the Loan Agreement and as otherwise provided in Section 8.7(c) below. The amounts on deposit in the 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 95% of the Tax-Exempt Bond proceeds moneys deposited in and credited to the Note Proceeds Account and the Remaining Funding Loan Proceeds Account of the Project Fund representing net the proceeds of the Tax-Exempt Bonds Funding Loan, including Investment Income thereon, will be expended for Qualified Project Costs (the “95% Requirement”). The amounts on deposit in the Note Proceeds Account and the Remaining Funding Loan Proceeds Account of the Project Fund shall not be applied to the payment of Governmental Lender Closing Costs. 4810-8817-5806.3 Before any payment shall be made from any account within the Project Fund, the Regulatory Agreement and Mortgage shall have been recorded executed and submitted to a title company for recordation in the official records of the County of Los Angeles County (confirmed by the title company responsible for such recording), and there shall be filed with the Trustee Fiscal Agent a Written Requisition of the Borrower substantially in the form attached hereto as Exhibit C-1 C and (i) approved by the Servicer Funding Lender pursuant to the terms, conditions and provisions of the Construction Disbursement Agreement, and (ii) acknowledged by the Governmental Lender. The Governmental Lender agrees that if the Governmental Lender has not objected in writing to any disbursement from the Note Proceeds Account or Borrower Equity Account within five Business Days of receipt of a request for each acknowledgment of such payment (upon which the Trustee may conclusively rely). Notwithstanding the foregoingdisbursement, the Trustee may withdraw amounts from the Equity Account of the Project Fund without a Written Requisition to pay interest on the Bonds. Amounts on deposit in the Tax-Exempt Bonds Account of the Project Fund Governmental Lender shall be allocated to, and disbursed from time deemed to 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 the preceding sentence, which requisition shall include a certification that the “95% Requirement” referred to 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 Fundhave acknowledged such disbursement. In addition to the above, in connection with a Written Requisition: Only the signature of an authorized officer of the 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 Loan (notice of which default has been given in writing by an authorized officer of the Servicer to the Trustee and the Issuer, and the Trustee shall be entitled to conclusively rely on any such Written Notice as to the occurrence and continuation of such a default). The Trustee shall disburse amounts in the Project Fund upon receipt of a Written Requisition signed only by the 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 Bond Documents. The Trustee shall be entitled to conclusively rely upon any Written Requisition in determining whether to disburse amounts from the Project Fund.:

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” (a) said accounts being hereinafter referred to the “Project Fund Accounts”). The Trustee shall use 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 Tax-Exempt Bonds 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 Equity Project Equipment, and there shall never be disbursed from the Project Fund – Series C Account to pay or reimburse any of the Project Fund for Costs other than the acquisition, rehabilitation costs of acquiring and equipping of the Project, to pay other Qualified Project Costs and to pay other costs related to installing the Project as provided herein; providedEquipment, howeverin each case including a ratable portion of indirect costs (such as, that any monies on deposit in by way of example and not limitation, Trustee’s fees and the Capitalized Interest Account costs of issuing the Project Fund shall only be used to make payments on the Note (including payments under the Swap AgreementBonds). In addition, as provided therein) pursuant to Section 2.5 of the Loan Agreement and as otherwise provided in Section 8.7(c) below. The amounts on deposit in the Tax-Exempt Bonds Account shall not be applied to the payment of Costs of Issuance. The amounts on deposit in the Equity Account of disbursements from the Project Fund shall be disbursed pursuant subject to such further terms and conditions as may be contained in the provisions of Section 8.7(g) hereof. Not less than 95% of Credit Agreement and the Tax-Exempt Bond proceeds representing net proceeds of Disbursing Agreement (as defined in the Tax-Exempt Bonds will be expended for Qualified Project Costs (the “95% Requirement”Credit Agreement). Before any payment shall be made from any account within the Project Fund, the Regulatory Agreement and Mortgage If an Event of Default shall have been recorded in the official records of Los Angeles County (confirmed by the title company responsible for such recording), occurred and there shall be filed with the Trustee a Written Requisition of the Borrower substantially in the form attached hereto as Exhibit C-1 and approved by the Servicer for each such payment (upon which the Trustee may conclusively rely). Notwithstanding the foregoingcontinuing, the Trustee may withdraw amounts (without any authorization from the Equity Account 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 without a Written Requisition to pay interest on the Bonds. Amounts on deposit in the Tax-Exempt Bonds Account of accordance with Section 4.05, any remaining balance in the Project Fund shall be allocated to, and disbursed from time to 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 the preceding sentence, which requisition shall include a certification that the “95% Requirement” referred to 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: Only the signature of an authorized officer of the 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 Loan (notice of which default has been given in writing by an authorized officer of the Servicer transferred to the Trustee and the Issuer, and the Trustee shall be entitled to conclusively rely on any such Written Notice as to the occurrence and continuation of such a default). The Trustee shall disburse amounts in the Project Fund upon receipt of a Written Requisition signed only by the 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 Bond Documents. The Trustee shall be entitled to conclusively rely upon any Written Requisition in determining whether to disburse amounts from the Project Fund.

Project Fund. (a) The Trustee All proceeds of the Funding Loan provided by the Funding Lender shall use moneys 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 Tax-Exempt Bonds Account and the Equity Account of the Project Fund, the amount of $ . Additional amounts provided by or on behalf of the Borrower to the Fiscal Agent for the payment of costs of the Project shall be deposited by the Fiscal Agent to the Equity Account of the Project Fund. The Fiscal Agent shall use moneys in the Project Fund for the acquisition, rehabilitation and equipping development of the Project, to pay other Qualified Project Costs and to pay other costs related to the Project as provided herein; provided, however, that any monies on deposit in the Capitalized Interest Account of the Project Fund shall only be used to make payments on the Note (including payments under the Swap Agreement, as provided therein) pursuant to Section 2.5 of the Loan Agreement and as otherwise provided in Section 8.7(c) below. The amounts on deposit in the 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 9597% of the Tax-Exempt Bond proceeds representing net moneys deposited in and credited to the Project Fund, and taking into account proceeds of the Tax-Exempt Bonds 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 “9597% 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 recorded executed and submitted to a title company for recordation in the official records of Los Angeles the County (confirmed by the title company responsible for such recording), of Santa Xxxxx and there shall be filed with the Trustee Fiscal Agent a Written Requisition of the Borrower substantially in the form attached hereto as Exhibit C-1 EXHIBIT C and approved by the Servicer for each such payment (upon which Funding Lender pursuant to the Trustee may conclusively rely). Notwithstanding the foregoingterms, the Trustee may withdraw amounts from the Equity Account conditions and provisions of the Project Fund without a Written Requisition to pay interest on the Bonds. Amounts on deposit in the Tax-Exempt Bonds Account of the Project Fund shall be allocated toConstruction Funding Agreement, and disbursed from time to 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 the preceding sentence, which requisition shall include a certification that the “95% Requirement” referred to 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: Only the signature of an authorized officer of the 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 Loan (notice of which default has been given in writing by an authorized officer of the Servicer copy to the Trustee and the Issuer, and the Trustee shall be entitled to conclusively rely on any such Written Notice as to the occurrence and continuation of such a default)Governmental Lender. The Trustee shall disburse amounts in the Project Fund upon receipt of a Written Requisition signed only by the 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 Bond Documents. The Trustee 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 Note:

Project Fund. (a) The Trustee shall use moneys Money in the Tax-Exempt Bonds Account and the Equity Account of the Project Fund for the acquisition, rehabilitation and equipping of the Project, to pay other Qualified Project Costs and to pay other costs related to the Project as provided herein; provided, however, that any monies on deposit in the Capitalized Interest Account of the Project Fund shall only be used to make payments on the Note (including payments under the Swap Agreement, as provided therein) pursuant to Section 2.5 of the Loan Agreement and as otherwise provided in Section 8.7(c) below. The amounts on deposit in the 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 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 as provided in Section 4.06 hereof, and subject to the provisions of this Section 8.7(g) hereof. Not less than 95% of the Tax-Exempt Bond proceeds representing net proceeds of the Tax-Exempt Bonds will be expended for Qualified Project Costs (the “95% Requirement”). Before any payment shall be made from any account within the Project Fund, the Regulatory Agreement and Mortgage shall have been recorded in the official records of Los Angeles County (confirmed by the title company responsible for such recording), and there shall be filed with the Trustee a Written Requisition of the Borrower substantially in the form attached hereto as Exhibit C-1 and approved by the Servicer for each such payment (upon which the Trustee may conclusively rely). Notwithstanding the foregoing4.04, the Trustee may withdraw amounts from shall disburse the Equity Account of the Project Fund without a Written Requisition to pay interest on the Bonds. Amounts Bond proceeds on deposit in the Tax-Exempt Bonds Account Project Fund for 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, including money on deposit in the Bond Fund or the Collateral Fund, the Trustee shall transfer from the Project Fund to the Bond Fund sufficient money to make the necessary interest and principal payments on each Interest Payment Date without further written direction. Except as described in the preceding sentence, funds on deposit in the Project Fund shall be allocated to, used exclusively to pay Project Costs. The Trustee shall cause to be kept and disbursed from time maintained adequate records pertaining to time the Project Fund and all disbursements therefrom. If requested by the Trustee for Issuer, the sole purpose ofBorrower or the Federal Tax Credit Investor, paying Qualified after the Project Costs has been completed and other costs that are the subject of a Written Requisition and approved by the Servicer Completion Certificate is filed as provided in Section 4.07 hereof, the preceding sentence, which requisition Trustee shall include a certification that file copies of the “95% Requirement” referred records pertaining to above is complied the Project Fund and disbursements therefrom with and shall include an exhibit that allocates the amount to be disbursed among the Tax-Exempt Bonds Account Issuer and the Equity Account of Borrower. The Trustee shall satisfy this obligation by providing trust statements for all periods in which there are funds in the Project Fund. In connection with a Written Requisition: Only the signature of an authorized officer Notwithstanding any provision of the Servicer shall be required on a Written Requisition during Loan Agreement or any period in which a default by the Borrower has occurred and is then continuing under the Loan (notice other provision of which default has been given in writing by an authorized officer of the Servicer this Indenture to the Trustee and the Issuercontrary, and the Trustee shall be entitled not disburse money from the Project Fund, other than to conclusively rely 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 such Written Notice as disbursement (except to the occurrence extent necessary to pay Bond Service Charges), the Trustee shall determine that the aggregate principal amount that will be held in (a) the Collateral Fund and continuation (b) the Project Fund, after the anticipated disbursement, is at least equal to the then-Outstanding principal amount of the Bonds provided that upon receipt of a Collateral Payment, Trustee shall, prior to the close of business on the date of receipt of such a default)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. The 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 4.06 are insufficient to pay Bond Service Charges, the Trustee shall disburse transfer any amounts then on deposit in the Project Fund upon receipt into the Bond Fund to pay Bond Service Charges on the Bonds. Upon the occurrence and continuance of a Written Requisition signed only an Event of Default hereunder because of which the principal amount of the Bonds has been declared to be due and immediately payable pursuant to Section 6.03 hereof, any money remaining in the Project Fund shall be promptly transferred by the Servicer (and without any need for any signature by an Authorized Borrower Representative), so long as the amount Trustee to be disbursed is to be used solely to make payments of principal, interest and/or fees due under the Bond DocumentsFund. The Trustee shall be entitled to conclusively rely upon any Written Requisition in determining whether to disburse amounts from the Project Fund.OHSUSA:763098104.5

Project Fund. On the date of delivery of the Bonds, the Bond proceeds (aexcluding accrued and capitalized interest in accordance with Section 502 of the Indenture) The Trustee shall use moneys be deposited in the Tax-Exempt Bonds Account and the Equity Account of the Project Fund for with the acquisition, rehabilitation Trustee. The Authority and equipping Trustee covenant and agree upon receipt of the Project, to pay other Qualified Project Costs and to pay other costs related to the Project as provided herein; provided, howeverBond proceeds, that any monies on deposit in the Capitalized Interest Account of the Project Fund shall only be used to make payments on the Note (including payments under the Swap Agreement, as provided therein) pursuant to Section 2.5 of the Loan Agreement and as otherwise provided in Section 8.7(c) below. The amounts on deposit in the 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 established and maintained as trust account in the provisions of Section 8.7(g) hereof. Not less than 95% custody of the Tax-Exempt Bond proceeds representing net proceeds Trustee separate and apart from all other funds of the Tax-Exempt Bonds will be expended for Qualified Project Costs (the “95% Requirement”). Before any payment shall be made from any account within the Project FundAuthority, the Regulatory Agreement Letter of Credit Bank and Mortgage shall have been recorded in the official records of Los Angeles County (confirmed by the title company responsible for such recording), and there shall be filed with the Trustee a Written Requisition of the Borrower substantially in the form attached hereto as Exhibit C-1 and approved by the Servicer for each such payment (upon which the Trustee may conclusively rely)Owner. Notwithstanding the foregoing, the Trustee may withdraw amounts from the Equity Account of the Project Fund without a Written Requisition to pay interest on the Bonds. Amounts The funds on deposit in the Tax-Exempt Bonds Account of the Project Fund shall be allocated to, and disbursed from time to time expended by checks issued by the Trustee for on the sole purpose ofbasis of requisitions to pay Project Costs. Such requisitions shall be originated, paying Qualified Project Costs approved and other costs executed by the Authorized Owner Representative, Authorized Authority Representative and Architect or Engineer, if appropriate, in that are order. Such requisitions shall be in the subject form of a Written Payment Requisition and attached to this Loan Agreement (with such revisions as may be approved by Bond Counsel), shall be accompanied by invoices or orders to be paid as determined by Owner; PROVIDED, HOWEVER, until the Servicer general contractor has been selected for project construction and its performance bond approved by Underwriter, evidence of which shall be delivered to Trustee, not in excess of $400,000 of the monies available in the Project Fund shall be disbursed. Should the general contractor not be selected and its performance bond tendered to Underwriter for approval prior to January 12, 1987, the Bonds will be subject to extraordinary mandatory redemption as provided in the preceding sentenceBonds. As required by Section 178(D) of the Public Trust Act, which requisition the Authority shall include a certification that report to the “95% Requirement” referred to 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 Board all expenditures made from the Project Fund, by means of a copy, forwarded by the Trustee to the Board, of all requisitions paid from the Project Fund or such other means to convey the information as determined by Trustee. In connection The Owner will cause the Facilities to be acquired, constructed and equipped with a Written Requisition: Only all reasonable dispatch. The Owner represents that all such Facilities were ordered from the signature of an authorized officer vendor, supplier or manufacturer thereof, or acquisition, construction, or development thereof was initiated subsequent to the date of the Servicer shall be required on a Written Requisition during Inducement Resolution. If at any period in which a default by the Borrower has occurred and is then continuing under the Loan (notice of which default has been given in writing by an authorized officer of the Servicer time prior to Completion Date, the Trustee and shall, in its option, determine that the Issuer, and the Trustee shall be entitled to conclusively rely on any such Written Notice as to the occurrence and continuation of such a default). The Trustee shall disburse amounts undisbursed funds in the Project Fund upon receipt are insufficient to pay the then remaining Project Costs, the Trustee may, but shall be under no obligation to do so, require the Owner to deposit in the Project Fund, such sum or sums which when added to the funds on deposit therein, shall be adequate in the Trustee’s opinion, to pay the then remaining Project Costs. Failure of the Owner to make such a Written Requisition signed only deposit within ten (10) days (or in all events by August 31, 1989) after written demand therefor by the Servicer (Trustee shall constitute a Default. The Owner recognizes that the Trustee shall have the right under this Section to require deposit of funds by the Owner in the Project Fund any time after the issuance of the Bonds and without any need for any signature by an Authorized Borrower Representative)prior to the Completion Date. Provided the Authority and Owner are otherwise in compliance with the terms and conditions of this Loan Agreement, so long as the amount to Trustee shall not be disbursed is to be used solely obligated to make payments of principal, interest and/or fees due under the Bond Documents. The Trustee shall be entitled to conclusively rely upon any Written Requisition in determining whether to disburse amounts or further disbursements from the Project Fund, or to allow Payment Requisitions to be paid, if a Default exists and remains uncured or unwaived. The Project Fund shall be kept in the Trustee, shall be held in a separate and special trust account for the benefit of the Bondholders and shall not be subject to lien or attachment by any creditor of the Trustee, Letter of Credit Bank, Authority or Owner. Such funds shall constitute part of the Trust Estate and be subject to the lien thereon of the Indenture.

Project Fund. (a) The Trustee shall use moneys in Upon the Tax-Exempt Bonds Account issuance and delivery of Obligations, the Equity Account proceeds of the Project Fund for the acquisition, rehabilitation and equipping of the Project, to pay other Qualified Project Costs and to pay other costs related to the Project as provided herein; provided, however, that any monies on deposit in the Capitalized Interest Account of the Project Fund shall only which will be used to make payments on pay Costs of University Facilities, there shall be created and ordered maintained in the Note (including payments under the Swap Agreement, as provided therein) pursuant to Section 2.5 Treasury of the Loan Agreement and as otherwise provided Commonwealth, a fund designated the "University of Kentucky Project Fund" with an additional series identification for each series of Obligations. Amounts in Section 8.7(c) below. The amounts on deposit in the 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 a Project Fund shall be disbursed pursuant to therefrom by the provisions of Section 8.7(g) hereof. Not less than 95% Treasurer of the Tax-Exempt Bond proceeds representing net proceeds of the Tax-Exempt Bonds will be expended for Qualified Project Costs (the “95% Requirement”). Before any payment shall be made from any account within the Project FundCommonwealth according to such inspection, the Regulatory Agreement and Mortgage shall have been recorded in the official records of Los Angeles County (confirmed by the title company responsible for such recording)audit, and there shall be filed with the Trustee a Written Requisition of the Borrower substantially in the form attached hereto disbursement procedures as Exhibit C-1 and approved by the Servicer for each such payment (upon which the Trustee may conclusively rely). Notwithstanding the foregoing, the Trustee may withdraw amounts from the Equity Account of the Project Fund without a Written Requisition to pay interest on the Bonds. Amounts on deposit in the Tax-Exempt Bonds Account of the Project Fund shall be allocated to, and disbursed from time to time 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 to 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 Debt Service Fund and (i) credited to the related subaccount, if any, within the Debt Service Reserve Account if and to the extent that such 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 made into the Debt Service Payment Fund, or used to purchase Obligations in the open market at a purchase price not exceeding par plus accrued interest, as may be directed by the Trustee 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 sole purpose ofproceeds of Obligations, paying Qualified 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 Costs Fund created for such purpose. If so provided in any Series Resolution or a Supplemental Trust Agreement, to the extent permitted by law, a Project Fund may be held and other costs that are the subject of a Written Requisition and approved disbursed by the Servicer as provided in Trustee. Furthermore, if the preceding sentence, which requisition shall include a certification that the “95% Requirement” referred Obligations with respect to 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: Only the signature of an authorized officer of the Servicer shall be required on a Written Requisition during any period in which a default by Project Fund is created are Financing Agreements, SPBC Leases or Additional Obligation Instruments, a Project Fund may be created in accordance with the Borrower has occurred and is then continuing under the Loan (notice of which default has been given in writing by an authorized officer of the Servicer to the Trustee and the Issuer, and the Trustee shall be entitled to conclusively rely on any such Written Notice as to the occurrence and continuation requirements of such a default). The Trustee shall disburse amounts in the Project Fund upon receipt of a Written Requisition signed only by the Servicer (and without any need for any signature by an Authorized Borrower Representative)Financing Agreements, 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 Bond Documents. The Trustee shall be entitled to conclusively rely upon any Written Requisition in determining whether to disburse amounts from the Project FundSPBC Leases or Additional Obligation Instruments.

Project Fund. (a) All proceeds of the Funding Loan provided by the Funding Lender shall be deposited to the Funding Loan Proceeds Account of the Project Fund as advanced and disbursed as herein provided. Proceeds of the Funding Loan allocable to the Funding Note (the "Funding Note Project Subaccount") shall be placed in a separate subaccount of the Funding Loan Proceeds Account of the Project Fund. The Trustee Borrower shall deposit, or cause to be deposited, the Equity Contributions as it is contributed by the Equity Investor to Borrower, in accordance with and subject to the terms of the Partnership Agreement, unless and to the extent required otherwise, pursuant to the Acknowledgement of Payment Direction, dated as of , by the Borrower, the General Partner, the Equity Investor, , the Funding Lender, and . The Fiscal Agent shall use moneys in the Tax-Exempt Bonds Funding Loan Proceeds Account and the Borrower Equity Account of the Project Fund for the acquisition, rehabilitation acquisition and equipping construction of the Project, to pay other Qualified Project Costs (which costs will be paid from Funding Note Project Subaccount) and to pay other costs related to the Project as provided herein; provided, however, that any monies on deposit . Not less than 95% of the moneys representing proceeds of the Funding Loan deposited in and credited to the Capitalized Interest Funding Loan Proceeds Account of the Project Fund shall only Fund, and more specifically the Project Funding Note Subaccount, including Investment Income thereon, will be used to make payments on the Note (including payments under the Swap Agreementexpended for Qualified Project Costs, as provided therein) pursuant to Section 2.5 of such term is defined in the Borrower Loan Agreement and as otherwise provided in Section 8.7(c) below(the "95% Requirement"). The amounts on deposit in the Tax-Exempt Bonds Funding Loan Proceeds Account of the Project Fund 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 95% of the Tax-Exempt Bond proceeds representing net proceeds of the Tax-Exempt Bonds will be expended for Qualified Project Costs (the “95% Requirement”)Closing Costs. Before any payment shall be made from any account within the Project Fund, the Regulatory Agreement and Mortgage shall have been recorded executed and submitted to a title company for recordation in the official records of Los Angeles the County (confirmed by the title company responsible for such recording), and there shall be filed with the Trustee Fiscal Agent a Written Requisition of the Borrower substantially in the form attached hereto as Exhibit C-1 C and approved by the Servicer for each such payment (upon which Funding Lender pursuant to the Trustee may conclusively rely). Notwithstanding the foregoingterms, the Trustee may withdraw amounts from the Equity Account conditions and provisions of the Project Fund without a Written Requisition to pay interest on the Bonds. Amounts on deposit in the Tax-Exempt Bonds Account of the Project Fund shall be allocated to, and disbursed from time to 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 the preceding sentence, which requisition shall include a certification that the “95% Requirement” referred to 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: Only the signature of an authorized officer of the 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 Loan (notice of which default has been given in writing by an authorized officer of the Servicer to the Trustee and the Issuer, and the Trustee shall be entitled to conclusively rely on any such Written Notice as to the occurrence and continuation of such a default)Construction Funding Agreement. The Trustee shall disburse amounts in the Project Fund upon receipt of a Written Requisition signed only by the 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 Bond Documents. The Trustee 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:

Project Fund. (a) The Trustee proceeds of the Funding Loan shall use moneys in be deposited by the Tax-Exempt Bonds Fiscal Agent to the Note Proceeds Account and of the Project Fund.﷒ All proceeds of the Borrower Deferred Equity, as 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 disburse moneys in the Project Fund for the acquisition, rehabilitation and equipping of the Project, to pay other Qualified Project Costs and to pay other costs related to the Project as provided herein; provided, however, that any monies on deposit . Not less than 97% of the moneys deposited in and credited to the Capitalized Interest Note Proceeds Account of the Project Fund shall only be used to make payments on the Note (including payments under the Swap AgreementFund, as provided therein) pursuant to Section 2.5 of the Loan Agreement and as otherwise provided in Section 8.7(c) below. The amounts on deposit in the 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 95% of the Tax-Exempt Bond proceeds representing net taking into account proceeds of the Tax-Exempt Bonds 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 “9597% Requirement”). No more than 2% of the amounts deposited to the Note Proceeds Account of the Project Fund shall be applied to the payment of Closing Costs. Before any payment shall be made from any account within the Note Proceeds Account of the Project Fund, the Regulatory Agreement and Mortgage shall have been recorded executed and submitted to a title company for recordation in the official records of Los Angeles the County (confirmed by the title company responsible for such recording)of Santa Xxxxx, and there shall be filed with the Trustee Fiscal Agent a Written Requisition of the Borrower substantially in the form attached hereto as Exhibit C-1 C and approved consented to by the Servicer for each such payment (upon which Funding Lender pursuant to the Trustee may conclusively rely). Notwithstanding the foregoingterms, the Trustee may withdraw amounts from the Equity Account conditions and provisions of the Project Fund without a Written Requisition to pay interest on the Bonds. Amounts on deposit in the Tax-Exempt Bonds Account of the Project Fund shall be allocated toConstruction Funding Agreement, and disbursed from time to 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 the preceding sentence, which requisition shall include a certification that the “95% Requirement” referred to 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: Only the signature of an authorized officer of the 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 Loan (notice of which default has been given in writing by an authorized officer of the Servicer copy to the Trustee and the Issuer, and the Trustee shall be entitled to conclusively rely on any such Written Notice as to the occurrence and continuation of such a default). The Trustee shall disburse amounts in the Project Fund upon receipt of a Written Requisition signed only by the 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 Bond Documents. The Trustee shall be entitled to conclusively rely upon any Written Requisition in determining whether to disburse amounts from the Project FundGovernmental Lender.

Project Fund. (a) All proceeds of the Funding Loan provided by the Funding Lender shall be deposited to the Project Fund and disbursed as herein provided. The Trustee Fiscal Agent shall use moneys in the Tax-Exempt Bonds Account and the Equity Account of the Project Fund for the acquisition, acquisition and rehabilitation and equipping of the Project, to pay other Qualified Project Costs and to pay other costs related to the Project as provided herein; provided, however, that any monies on deposit in the Capitalized Interest Account of the Project Fund shall only be used to make payments on the Note (including payments under the Swap Agreement, as provided therein) pursuant to Section 2.5 of the Loan Agreement and as otherwise provided in Section 8.7(c) below. The amounts on deposit in the 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 95% of the Tax-Exempt Bond proceeds representing net moneys deposited in and credited to the Project Fund, and taking into account proceeds of the Tax-Exempt Bonds 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 “95% 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 recorded executed and submitted to a title company for recordation in the official records of Los Angeles the County (confirmed by the title company responsible for such recording), of Santa Xxxxx and there shall be filed with the Trustee Fiscal Agent a Written Requisition of the Borrower substantially in the form attached hereto as Exhibit C-1 EXHIBIT C and approved by (i) the Servicer for each such payment (upon which Funding Lender pursuant to the Trustee may conclusively rely). Notwithstanding the foregoingterms, the Trustee may withdraw amounts from the Equity Account conditions and provisions of the Project Fund without a Written Requisition to pay interest on Construction Funding Agreement and (ii) the BondsGovernmental Lender. Amounts on deposit in The Governmental Lender agrees that if the Tax-Exempt Bonds Account of the Project Fund shall be allocated to, and disbursed from time to 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 the preceding sentence, which requisition shall include a certification that the “95% Requirement” referred to 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: Only the signature of an authorized officer of the Servicer shall be required on a Written Requisition during any period in which a default by the Borrower Governmental Lender has occurred and is then continuing under the Loan (notice of which default has been given not objected in writing by an authorized officer to any disbursement within five Business Days of the Servicer to the Trustee and the Issuer, and the Trustee shall be entitled to conclusively rely on any such Written Notice as to the occurrence and continuation of such a default). The Trustee shall disburse amounts in the Project Fund upon receipt of a Written Requisition signed only request for approval of such disbursement, the Governmental Lender shall be deemed to have approved such disbursement. Furthermore, if the Governmental Lender and the Funding Lender disagree as to whether a particular disbursement shall be approved or disapproved, they shall meet and confer in good faith, upon the request of either of them in an effort to resolve the matter, which meeting may be by telephonic or electronic means, or may be at a personal meeting. If they fail to agree upon the Servicer (approval or disapproval of a disbursement following such good faith efforts, the Funding Lender can approve the disbursement and without any need for any signature by an Authorized Borrower Representative), so long as pay it from the amount to be disbursed is to be used solely to make payments proceeds of principal, interest and/or fees due under the Bond DocumentsGovernmental Lender Note. The Trustee 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:

Project Fund. (a) The Trustee All proceeds of the Funding Loan provided by the Funding Lender shall use moneys in be deposited to the Tax-Exempt Bonds Account and the Equity Note Proceeds Account of the Project Fund and disbursed as herein provided. The Fiscal Agent shall disburse moneys in the Note Proceeds Account or Borrower Equity Account of Project Fund for the acquisition, rehabilitation 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; provided, however, that any monies . All funds deposited by or on deposit in the Capitalized Interest Account behalf of the Borrower for credit to the Project Fund shall only be used to make payments Fund, and otherwise transferred hereunder, including the amount of $[NEG ARB DEPOSIT] deposited on the Note (including payments under the Swap AgreementClosing Date, as provided therein) pursuant to Section 2.5 of the Loan Agreement and as otherwise provided in Section 8.7(c) below. The amounts on deposit in the Tax-Exempt Bonds Account shall not be applied deposited to the payment of Costs of Issuance. The amounts on deposit in the Borrower Equity Account of the Project Fund shall be and: (i) disbursed as requested by the Borrower pursuant to a Written Requisition in the provisions of Section 8.7(gform attached hereto as Exhibit C; and (ii) hereofautomatically used without a requisition to pay the Ongoing Governmental Lender Fee or interest on the Governmental Lender Note when due. Not less than 95% of the Tax-Exempt Bond proceeds moneys deposited in and credited to the Note Proceeds Account of the Project Fund representing net the proceeds of the Tax-Exempt Bonds Funding Loan, including Investment Income thereon, will be expended for Qualified Project Costs (the “95% Requirement”). The amounts on deposit in the Note Proceeds Account of the Project Fund shall not be applied to the payment of Governmental Lender Closing Costs. Before any payment shall be made from any account within the Project Fund, the Regulatory Agreement and Mortgage shall have been recorded executed and submitted to a title company for recordation in the official records of the County of Los Angeles County (confirmed by the title company responsible for such recording), and there shall be filed with the Trustee Fiscal Agent a Written Requisition of the Borrower substantially in the form attached hereto as Exhibit C-1 C and approved by (i) the Servicer Funding Lender pursuant to the terms, conditions and provisions of the Construction Funding Agreement, and (ii) the Governmental Lender. The Governmental Lender agrees that if the Governmental Lender has not objected in writing to any disbursement from the Note Proceeds Account or Borrower Equity Account within five Business Days of receipt of a request for each approval of such payment (disbursement, the Governmental Lender shall be deemed to have approved such disbursement. Furthermore, if the Governmental Lender and the Funding Lender disagree as to whether a particular disbursement from the Note Proceeds Account or the Borrower Equity Account shall be approved or disapproved, they shall meet and confer in good faith, upon the request of either of them in an effort to resolve the matter, which meeting may be by telephonic or electronic means, or may be at a personal meeting. If they fail to agree upon the Trustee may conclusively rely)approval or disapproval of such a disbursement following such good faith efforts, the Funding Lender can approve the disbursement and the Fiscal Agent shall pay it from the proceeds of the Governmental Lender Note or sums held in the Borrower Equity Account, as applicable. Notwithstanding the foregoingforgoing, the Trustee may withdraw amounts Fiscal Agent shall disburse from the Project Fund: (i) first from the Borrower Equity Account of the Project Fund without a Written Requisition to pay interest on the Bonds. Amounts on deposit in the Tax-Exempt Bonds Account of the Project Fund shall be allocated to, Account; and disbursed (ii) second from time to time by the Trustee for the sole purpose of, paying Qualified Project Costs and any other costs that are the subject of a Written Requisition and approved by the Servicer as provided in the preceding sentence, which requisition shall include a certification that the “95% Requirement” referred to 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 account or subaccount of the Project Fund, to the registered owner of the Governmental Lender Note, the accrued interest on the Governmental Lender Note when due, automatically, without the need for: (i) a Written Requisition; or (ii) the consent of the Borrower and the Governmental Lender but with written notice of such disbursement by the Fiscal Agent to the Governmental Lender. In addition to the above, in connection with a Written Requisition: Only the signature of an authorized officer of the 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 Loan (notice of which default has been given in writing by an authorized officer of the Servicer to the Trustee and the Issuer, and the Trustee shall be entitled to conclusively rely on any such Written Notice as to the occurrence and continuation of such a default). The Trustee shall disburse amounts in the Project Fund upon receipt of a Written Requisition signed only by the 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 Bond Documents. The Trustee shall be entitled to conclusively rely upon any Written Requisition in determining whether to disburse amounts from the Project Fund.:

Project Fund. (a) The Trustee shall use moneys Moneys in the Tax-Exempt Bonds Account and the Equity Account of the Project Fund for the acquisition, rehabilitation and equipping of the Project, to pay other Qualified Project Costs and to pay other costs related to the Project as provided herein; provided, however, that any monies on deposit in the Capitalized Interest Account of the Project Fund shall only be used to make payments on the Note (including payments under the Swap Agreement, as provided therein) pursuant to Section 2.5 of the Loan Agreement and as otherwise provided in Section 8.7(c) below. The amounts on deposit in the 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 used for the provisions purpose of Section 8.7(g) hereof. Not less than 95% paying Costs of the Tax-Exempt Bond proceeds representing net proceeds of the Tax-Exempt Bonds will be expended for Qualified Project Costs (the “95% Requirement”). Before any payment shall be made from any account within the Project FundProject, the Regulatory Agreement and Mortgage shall have been recorded in the official records of Los Angeles County (confirmed by the title company responsible for such recording), and there shall be filed with the Trustee a Written Requisition of the Borrower substantially in the form attached hereto as Exhibit C-1 and approved by the Servicer for each such payment (upon which the Trustee may conclusively rely). Notwithstanding the foregoing, the Trustee may withdraw amounts from the Equity Account of the Project Fund without a Written Requisition to pay interest on the Bonds. Amounts on deposit in the Tax-Exempt Bonds Account of the Project Fund shall be allocated to, and disbursed from time to 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 this Section and in accordance with the preceding sentenceplans and specifications therefor, which requisition shall include a certification that the “95% Requirement” referred including any alterations in or amendments to above is complied with said plans 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: Only the signature of an authorized officer of the Servicer shall be required on a Written Requisition during any period in which a default specifications deemed advisable by the Borrower has occurred Corporation and is then continuing under approved in accordance with the Loan (notice of which default has been given in writing by an authorized officer of the Servicer to the Trustee and the Issuer, and the Trustee shall be entitled to conclusively rely on any such Written Notice as to the occurrence and continuation of such a default)Agreement. The Trustee shall disburse amounts money on deposit in the Project Fund from time to time to pay or as reimbursement for payment made for other Costs of the Project (other than Costs of Issuance), in each case within five Business Days after receipt by the Bond Trustee of written disbursement requests of the Corporation in substantially the form of Exhibit D hereto, signed by the Corporation Representative, accompanied (if appropriate) by a completed AIA Document G702 or the substantial equivalent, signed by the construction manager, general contractor or architect for the Project and/or invoices describing personal property (including serial numbers, if any) for which payment is being requested. The Trustee may require that such payout be made through a customary construction loan disbursement agreement. The Trustee is authorized to enter into a construction loan disbursement agreement with the Corporation and an escrow agent acceptable to the Trustee. In the event such agreement is entered into, the Trustee shall make payments for Costs of the Project pursuant to said agreement to the extent provided by said agreement. In making payments pursuant to this Section, the Trustee may rely upon such written requests and accompanying certificates and statements and shall not be required to make any independent investigation in connection therewith. If for any reason the Corporation should decide prior to the mailing or release of payment by the Trustee of any item not to pay such item, it shall give written notice of such decision to the Trustee and upon receipt of such notice the Trustee shall not make such payment. If the Issuer so requests, a Written Requisition signed only copy of each written disbursement request submitted to the Trustee for payment under this Section shall be promptly provided by the Servicer (and without any need for any signature by an Authorized Borrower Representative), so long as Trustee to the amount to be disbursed is to be used solely to make payments of principal, interest and/or fees due under the Bond DocumentsIssuer. The Trustee shall be entitled keep and maintain adequate records pertaining to conclusively rely upon any Written Requisition in determining whether to disburse amounts from the Project Fund.Fund and all disbursements therefrom, and shall file periodic statements of activity regarding the Project Fund with the Corporation. The Corporation shall deliver to the Trustee, within 90 days after completion of the Project, an Officer’s Certificate stating the following:

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 any proceeds of the Funding Loan funded pursuant to the Contingency Draw-Down Agreement shall be deposited into the Remaining Proceeds Account of the Project Fund and disbursed as provided in this Section 7.7. On the Initial 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 $0. Additional amounts provided by or on behalf of the Borrower to the Fiscal Agent for the payment of costs of the Project shall be deposited by the Fiscal Agent to the Equity Account of the Project Fund. The Trustee Fiscal Agent shall use moneys in the Tax-Exempt Bonds Account and the Equity Account of the Project Fund for the acquisition, rehabilitation construction and equipping development of the Project, to pay other Qualified Project Costs and to pay other costs related to the Project as provided herein; provided, however, that any monies on deposit in the Capitalized Interest Account of the Project Fund shall only be used to make payments on the Note (including payments under the Swap Agreement, as provided therein) pursuant to Section 2.5 of the Loan Agreement and as otherwise provided in Section 8.7(c) below. The amounts on deposit in the 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 95% of the Tax-Exempt Bond proceeds representing net moneys deposited in and credited to the Note Proceeds Account of the Project Fund, and taking into account proceeds of the Tax-Exempt Bonds 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 “95% Requirement”). 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 any account within the Project Fund, the Regulatory Agreement and Mortgage shall have been recorded executed and submitted to a title company for recordation in the official records of Los Angeles the County (confirmed by the title company responsible for such recording), of Santa Xxxxx and there shall be filed with the Trustee Fiscal Agent a Written Requisition of the Borrower substantially in the form attached hereto as Exhibit C-1 EXHIBIT C and approved by the Servicer for each such payment (upon which Funding Lender pursuant to the Trustee may conclusively rely). Notwithstanding the foregoingterms, the Trustee may withdraw amounts from the Equity Account conditions and provisions of the Project Fund without a Written Requisition to pay interest on the Bonds. Amounts on deposit in the Tax-Exempt Bonds Account of the Project Fund shall be allocated toBorrower Loan Agreement, and disbursed from time to 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 the preceding sentence, which requisition shall include a certification that the “95% Requirement” referred to 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: Only the signature of an authorized officer of the 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 Loan (notice of which default has been given in writing by an authorized officer of the Servicer copy to the Trustee and the Issuer, and the Trustee shall be entitled to conclusively rely on any such Written Notice as to the occurrence and continuation of such a default)Governmental Lender. The Trustee shall disburse amounts in the Project Fund upon receipt of a Written Requisition signed only by the 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 Bond Documents. The Trustee 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: