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Pursuant to Section 5.12 hereof, there shall be deposited in the Collateral Fund Available Money
in such amounts as may be necessary to allow the Trustee to disburse funds from the Project Fund upon the
Trustee’s receipt of a Disbursement Request from the Borrower to pay Project Costs.
For purposes of complying with the requirements of this Section, the Trustee may conclusively rely
on the Disbursement Request executed by the Borrower and shall be protected in acting or refraining from
acting upon the Disbursement Request, which may be submitted by email (pdf). All payments made from
the Project Fund shall be presumed by the Trustee to be made for the purposes certified in said written
requests, and the Trustee shall not be required to see to the application of any payments made from the
Project Fund or to inquire into the purposes for which withdrawals are being made from the Project Fund.
The Trustee shall not be bound to make an investigation into the facts or matters stated in any form of
Disbursement Request. The Trustee shall not be responsible for determining whether the funds on hand in
the Project Fund are sufficient to complete the Project. The Trustee shall not be responsible to collect lien
waivers. The Trustee shall have no responsibility whatsoever to disburse or transfer funds absent written
instructions from the Borrower. The Trustee shall not be liable or accountable for the use or application by
the Borrower of any of the Bonds or the proceeds thereof or for the use or application of any money paid
over by the Trustee in accordance with the provisions of this Section.
(c) Records. The Trustee shall cause to be kept and maintained adequate records pertaining to
the Project Fund and all disbursements therefrom as herein provided. If requested by the Issuer, the
Borrower, the Federal Investor Limited Partner, or the State Historic Tax Credit Investor, the Trustee shall
file copies of the records pertaining to the Project Fund and disbursements therefrom with the Issuer, the
Borrower, and the Investor Limited Partners.
The proceeds of the Bonds shall be used exclusively to pay costs that (i) are (1) capital expenditures
(as defined in Section 1.150-1(a) of the Code’s regulations) and (2) not made for the acquisition of existing
property, to the extent prohibited in Section 147(d) of the Code; and (ii) are made exclusively with respect
to a “qualified residential rental project” within the meaning of Section 142(d) of the Code so that the
Project and the land on which it is located will have been financed 25% or more by the proceeds of the
Bonds for the purpose of complying with Section 42(h)(4)(B) of the Code; provided, however, the
foregoing representation, covenant and warranty is made for the benefit of the Borrower and its partners
and neither the Trustee nor the Issuer shall have any obligation to enforce this covenant nor shall they incur
any liability to any person, including without limitation, the Borrower, the partners of the Borrower, any
other affiliate of the Borrower or the Holders of the Bonds for any failure to meet the intent expressed in
the foregoing representation, covenant and warranty; and provided further, that failure to comply with this
representation, covenant and warranty shall not constitute a default or an Event of Default under this
Indenture.
Upon the occurrence and continuance of 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 7.03 hereof, any money remaining in the Project Fund shall be promptly transferred by the Trustee
to the Bond Fund.
Section 5.04 Bond Fund. There shall be deposited in the Bond Fund (a) interest earnings on
the Project Fund and the Collateral Fund; and (b) amounts set forth under this Section.
The Bond Fund (and the Interest Account and the Remarketing Proceeds Account therein) and the
money and Eligible Investments therein shall be used solely and exclusively for the payment of Bond Debt
Service Charges as they become due and at the stated maturity, or upon redemption, Mandatory Tender, or
acceleration, all as provided herein and in the Loan Agreement. Any Extension Payment received by the
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