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<br />Section 4.4. The Trustee is hereby directed to deposit the TIF Revenues into the Bond Fund in the
<br />manner prescribed in this Section 4.2 and in Section 4.4.
<br />(3) Moneys in the Bond Fund shall be used by the Trustee to pay interest, premium, if
<br />any, and principal on the Bonds, together with any Annual Fees, as the same comes due. The
<br />Trustee shall transmit such funds to the Paying Agent for any series of Bonds in sufficient time to
<br />insure that such principal and interest will be paid as it becomes due.
<br />Section 4.3. Project Fund. The Trustee shall establish and maintain a separate
<br />fund to be known as the “City of South Bend, Indiana—2025 J.C. Hart Development Project Fund”
<br />(the “Project Fund”). The Issuer shall maintain the Project Fund in the custody of the Trustee, to
<br />the credit of which deposits are to be made as required by the provisions of Section 3.1 hereof.
<br />(a) Moneys held in the Project Fund representing proceeds of the sale of the Bonds
<br />shall be disbursed by the Trustee in accordance with the provisions of this Section 4.3 to pay the
<br />costs of the Project, including the issuance costs of the Bonds. Subject to the provisions below
<br />and to any applicable representations, warranties and covenants contained in the Indenture or the
<br />Loan Agreement, disbursements from the Project Fund shall be made only to pay (or to reimburse
<br />the Company for payment of) costs of the Project, as the case may be, as follows:
<br />(1) Costs incurred directly or indirectly for or in connection with the
<br />acquisition, construction, expansion, equipping, installation or improvement of the
<br />Project, as the case may be, including: costs incurred with respect to preliminary
<br />planning and studies; architectural, legal, engineering, accounting, consulting,
<br />supervisory and other services; labor, services and materials; and recording of
<br />documents and title work;
<br />(2) Costs incurred directly or indirectly in seeking to enforce any
<br />remedy against any contractor or subcontractor in respect of any actual or claimed
<br />default under any contract relating to the Project, as the case may be;
<br />(3) Financial, legal, accounting, charges and expenses, and all other
<br />fees, charges and expenses incurred in connection with the authorization, sale,
<br />issuance and delivery of the Bonds, including, without limitation, the fees and
<br />expenses of the Issuer, Issuer’s Counsel, Bond Counsel, Company’s Counsel,
<br />Financial Advisor to the Issuer, and the Trustee (the “Costs of Issuance”); and
<br />(4) Any other incidental and necessary costs, expenses, fees and charges
<br />relating to the acquisition, construction, expansion, equipping, installation or
<br />improvement of the Project, as the case may be.
<br />Promptly after the proceeds from the sale of the Bonds and other funds of the Issuer
<br />are deposited into the Project Fund in accordance with Article III hereof, the Trustee shall
<br />pay the Costs of Issuance set forth in Exhibit B from such funds.
<br />Any further disbursements from the Project Fund described above to pay such fees,
<br />costs or expenses or to reimburse the Company for the payment of such fees, costs or
<br />expenses, other than Costs of Issuance, shall be made by the Trustee only upon the written
<br />order of an Authorized Representative of the Company and acknowledged by the Issuer
<br />and the purchaser of the Bonds. Each such written order shall be in the form of the
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