Agenda - Economic Development Authority - 05/24/2005

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Each of the payments referred to in this Section shall be made only upon the written order of the Tenant Representative as to the Project Costs; provided, that interest accruing on the Bonds during construction may be paid without an order of the Tenant Representative. Before any of the payments referred to in the preceding subsections of this section (other than (2)) may be made, the Tenant Representative, as to the Project Costs, shall certify to the Trustee with respect to each such payment by submitting the form of Draw Request attached hereto as Exhibit C: (a) that none of the items for which the payment is proposed to be made has theretofore been paid from the Construction Fund and (b) that each item for which the payment is proposed to be made is or was necessary in connection with the Project and is or was a Project Cost. In the case of any contract providing for the retention of a portion of the contract price, there shall be paid from the Construction Fund only the net amount remaining after deduction of any such portion. Section 3.4. Obligation of the Parties to Cooperate in Furnishina Documents to Trustee. The Landlord and the Tenant agree to cooperate in fi2mishing to the Trustee the documents referred to in Section 3.3 that are required to effect payments out of the Construction. Fund and to cause such orders to be directed by the Tenant Representative, and to the Trustee as may be necessary to effect payments out of the Construction Fund in accordance with Section 3.3. Such obligation is subject to any provision of this Lease or the Indenture requiring additional documentation with respect to payments and shall not extend beyond the moneys 'in the Construction Fund available for payment under the terms of the Indenture. Section 3.5. Establishment of Completion Date. The Completion Date shall be ' evidenced to the Trustee and the Insurer by a certificate signed by the Tenant Representative stating that construction of the Project has been completed in accordance wi~ the Plans and Specifications and all labor, services, materials and supplies used in such construction, acquisition and installation have been paid for. Section 3.6. Tenant Required to Pat' Proiect Costs in Event Construction Fund Insufficient. In the event that, after the Bonds have been issued, the moneys in the Construction Fund available for pa ._yrnent of the Project Costs should not be 'sufficient. to pay all costs required, to complete the Project [n accordance with the Plans and Specifications~ the Tenant agrees, for the benefit of the Landlord and the Holders of the Bonds, to complete the Project and to pay the Costs thereof directly or by causing to be deposited in the Construction Fund such mounts as are necessary and sufficient for payment of the balance of the Project Costs, and to this end Tenant shall promptly perform its obligations. The Landlord does not make any representation or warranty, either express or implied, that the moneys which wilI be paid into the Construction Fund and which will be available for payment of the Project Costs will be sufficient to pay all such Costs. The Tenant agrees that if after exhaustion of the moneys of the Construction Fund the Tenant should pay any portion of the Project Costs pursuant to the provisions of this Section, Tenant shall not be entitled to any reimbursement therefor from the Landlord, the Trustee, or the Holders of any of the Bonds or be entitled to any diminution in or postponement of the amounts payable under Section 5,1 or 5.3. 28 t763908¥1 12'