Common use of Completion of the Project Clause in Contracts

Completion of the Project. (A) The Borrower agrees that it will undertake and complete the Project for the purposes and in the manner intended hereby and by the Borrower’s application for assistance to the Authority and that it will cause such improvements to be made to the Project as are necessary for the operation thereof in the manner herein provided. (B) The Borrower may modify, alter and amend the plans for the Project from time to time and at any time, provided that such modifications, alterations and amendments do not materially impair the operation of the Project as water facilities under the Act and provided that no material modifications, alterations or amendments shall be made unless the Borrower shall have theretofore delivered to the Trustee an opinion of Bond Counsel to the effect that such amendment, modification or alteration and the expenditure of amounts from the Project Fund in connection therewith will not cause interest on the Bonds to be subject to federal income taxation, together with any written representations or certifications of fact made by or on behalf of the Borrower upon which such counsel has relied in rendering such opinion. (C) The Borrower affirms that it shall bear all of the costs and expenses in connection with the preparation of the Financing Documents and the Indenture, the preparation and delivery of any legal instruments and documents necessary in connection therewith and their filing and recording, if required, and all taxes and charges payable in connection with any of the foregoing. Such costs and all other costs of the Project shall be paid by the Borrower in the manner and to the extent provided in the Indenture. (D) The Borrower hereby agrees that in order to effectuate the purposes of the Financing Documents, it will make, execute, acknowledge and deliver any contracts, orders, receipts, writings and instructions with any other persons, firms, or corporations and in general do all things which may be requisite or proper, all for the purpose of carrying out and completing the Project. The Borrower will use its best efforts to complete the Project, or cause the Project to be completed, with all reasonable dispatch. If for any reason the completion of such work is delayed, there shall be no liability on the part of the Authority and no diminution in or postponement of the payments required in Section 3.1 hereof to be paid by the Borrower. (E) The Borrower has obtained or shall obtain all necessary material approvals from any and all governmental agencies requisite to the undertaking and completion of the Project and in compliance with all federal, State and local laws, ordinances and regulations applicable thereto. Upon completion of the Project, the Borrower shall obtain all material required permits and authorizations from appropriate authorities, if any be required, authorizing the operation and uses of the Project for the purposes contemplated hereby, where failure to obtain such approvals, permits and authorizations would have a material adverse effect on the transactions contemplated hereby. (F) The Borrower covenants that it will take, or cause to be taken, such action and institute such proceedings within its power and authority as shall be necessary to cause and require all contractors and material suppliers to complete their contracts diligently in accordance with the terms of the contracts, including, without limitation, the correcting of any defective work. (G) Upon the occurrence of a default by any contractor or subcontractor or supplier under any contract made by it in connection with the Project, the Borrower will promptly proceed, to the extent it deems appropriate in the circumstances, either separately or in conjunction with others, to exhaust the remedies of the Borrower against any such contractor or subcontractor or supplier for the performance of such contract.

Completion of the Project. (A) The Borrower agrees that it will undertake Promptly commence and complete diligently pursue to completion the Project for the purposes and in the manner intended hereby and by the Borrower’s application for assistance to the Authority and that it will cause such improvements to be made to the Project as are necessary for the operation thereof in the manner herein provided. (B) The Borrower may modify, alter and amend the plans for the Project from time to time and at any time, provided that such modifications, alterations and amendments do not materially impair the operation Construction of the Project as water facilities under by the Act and provided that no material modificationsScheduled Completion Date, alterations or amendments shall be made unless the Borrower shall have theretofore delivered to the Trustee an opinion of Bond Counsel to the effect that such amendment, modification or alteration and the expenditure of amounts from the Project Fund in connection therewith will not cause interest on the Bonds to be subject to federal income taxationany Unavoidable Delays permitted hereunder, together with any written representations or certifications including such street improvements, curbs, sidewalks, grading, parking, buildings, utilities and connections as may be required for normal use thereof. For purposes of fact made by or on behalf of the Borrower upon which such counsel has relied in rendering such opinion. (C) The Borrower affirms that it shall bear all of the costs and expenses in connection with the preparation of the Financing Documents and the Indenturethis Agreement, the preparation and delivery of any legal instruments and documents necessary in connection therewith and their filing and recording, if required, and all taxes and charges payable in connection with any of the foregoing. Such costs and all other costs completion of the Project shall be paid by deemed to have occurred only when the Borrower in the manner and to the extent provided in the Indenture.following conditions shall have been satisfied: (Da) The Borrower hereby agrees shall submit to the Lender full and complete releases of liens from each contractor, architect, engineer, subcontractor and supplier, or other proof satisfactory to the Lender, confirming that final payment has been made for all materials supplied and labor furnished in order connection with the Project and that no party claims or has a right to effectuate the purposes claim any statutory or common law lien arising out of the Financing Documents, it will make, execute, acknowledge and deliver any contracts, orders, receipts, writings and instructions with any other persons, firms, or corporations and in general do all things which may be requisite or proper, all for the purpose of carrying out and completing the Project. The Borrower will use its best efforts to complete the Project, or cause the Project to be completed, with all reasonable dispatch. If for any reason the completion of such work is delayed, there shall be no liability on the part of the Authority and no diminution in or postponement of the payments required in Section 3.1 hereof to be paid by the Borrower. (E) The Borrower has obtained or shall obtain all necessary material approvals from any and all governmental agencies requisite to the undertaking and completion Construction of the Project and or the supplying of labor, material, and/or services in compliance with all federal, State and local laws, ordinances and regulations applicable thereto. Upon completion of the Project, the Borrower shall obtain all material required permits and authorizations from appropriate authorities, if any be required, authorizing the operation and uses of the Project for the purposes contemplated hereby, where failure to obtain such approvals, permits and authorizations would have a material adverse effect on the transactions contemplated hereby.connection therewith; (Fb) The Borrower covenants that it will take, or cause to be taken, such action and institute such proceedings within its power and authority as Project shall be necessary to cause and require have been finally completed in all contractors and material suppliers to complete their contracts diligently respects in accordance with the terms Plans and Specifications, as verified by a final inspection report satisfactory to the Lender from the Construction Consultant, certifying that the Project has been constructed in a good and workmanlike manner and is in satisfactory condition, and that all mechanical, electrical, plumbing, structural and roof systems are in acceptable operating condition. The Lender reserves the right to require that an escrow be established in an amount satisfactory to the Lender to remedy any physical deficiency in any of the contracts, including, without limitation, the correcting of any defective work.Project; (Gc) Upon The Borrower shall deliver to the occurrence Lender a satisfactory as-built survey disclosing no conditions unacceptable to the Lender and showing the location of all improvements, easements, rights-of-way and utilities (including all easements listed as exceptions on the Title Insurance Policy), satisfying the requirements set forth in Exhibit C attached hereto, and containing a default certification addressed to the Lender in form and content satisfactory to the Lender; (d) The Borrower shall deliver to the Lender evidence of property insurance as required hereunder and in form and content satisfactory to the Lender; (e) The Borrower shall deliver to the Lender final affidavits (to be provided by any contractor Regions) from the Borrower and the Contractor and containing a certification addressed to the Lender in form and content satisfactory to the Lender; (f) The Borrower shall submit to the Lender satisfactory evidence that all improvements (if any) to public streets have been completed, offered for dedication, and accepted by the applicable Governmental Authorities; and (g) The Borrower shall furnish to the Lender, within thirty (30) days of the completion of Construction (i) a permanent certificate of occupancy or subcontractor or supplier under any contract made by it its equivalent, (ii) a certificate of completion from the Architect certifying that the Project was constructed in connection accordance with the ProjectPlans and Specifications, the Borrower will promptly proceed, (iii) a final endorsement to the extent it deems appropriate Title Insurance Policy advancing the effective date to the Completion Date, indicating that there has been no change in the circumstancesstate of title and containing no exceptions not approved by the Lender, either separately and (iv) such other permits and/or certificates as shall be required to establish to the Lender’s satisfaction that the Project has been properly completed and is not subject to any violations or uncorrected conditions noted or filed in conjunction any municipal department and complies with others, to exhaust all Requirements of Law and the remedies requirements of the Borrower against any such contractor or subcontractor or supplier all Governmental Authorities and is in all respects ready for the performance of such contractoccupancy and operation.

Completion of the Project. (Aa) The Borrower agrees Upon the receipt by the Trustee of a certificate of an Authorized Officer of the Company to the effect that it will undertake and complete the Project for the purposes and has been completed, any balance remaining in the manner intended hereby and Construction Fund (other than amounts retained by the Borrower’s application Trustee to pay costs not then due and payable or for assistance which the liability for payment is in dispute) shall be (i) applied to the redemption of Bonds at the earliest date permitted by this Agreement or (ii) applied to such other purposes as shall, in the opinion of Bond Counsel, not be inconsistent with the provisions of the Act as it shall then be in effect and not cause the interest on any of the Bonds to become subject to federal income taxes then in effect, which opinion shall be in writing and filed by the Company with the Authority and that it will cause such improvements to be made the Trustee prior to the Project as are necessary for the operation thereof in the manner herein provided. (B) The Borrower may modify, alter and amend the plans for the Project from application of any such amount. From time to time and at any timeas the proper disposition of the amounts retained in the Construction Fund shall be determined, provided to the extent that such modificationsamounts are not to be paid out by the Trustee pursuant to Section 404 hereof, alterations and amendments do upon notification by the Company, the Trustee shall deposit such amounts in the Debt Service Fund to be applied as aforesaid. Until such time as the proceeds remaining in the Construction Fund are applied as set forth above, such proceeds shall not materially impair be invested at a yield which exceeds the operation of yield on the Project as water facilities under the Act and provided that no material modificationsBonds, alterations or amendments shall be made unless the Borrower shall have theretofore delivered except to the Trustee extent approved in an opinion of Bond Counsel to the effect that such amendment, modification or alteration and the expenditure of amounts from the Project Fund in connection therewith will not cause interest on the Bonds to be subject to federal income taxation, together with any written representations or certifications of fact made by or on behalf of the Borrower upon which such counsel has relied in rendering such opinionCounsel. (Cb) The Borrower affirms In the event that it shall bear the Company exercises an option under this Agreement to effect the redemption of all the Bonds then outstanding, the Trustee shall, upon the written direction of the costs and expenses in connection with the preparation of the Financing Documents and the IndentureCompany, the preparation and delivery of any legal instruments and documents necessary in connection therewith and their filing and recording, if required, and all taxes and charges payable in connection with any of the foregoing. Such costs and all other costs of the Project shall be paid by the Borrower deposit in the manner and to Debt Service Fund, on the extent provided date the prepayment is made, any balance remaining in the IndentureConstruction Fund. (Dc) The Borrower hereby agrees that If the principal of all outstanding Bonds shall have become due and payable in order to effectuate accordance with Section 901 of this Agreement, the purposes of Trustee shall forthwith deposit in the Financing Documents, it will make, execute, acknowledge and deliver Debt Service Fund any contracts, orders, receipts, writings and instructions with any other persons, firms, or corporations and balance remaining in general do all things which may be requisite or proper, all for the purpose of carrying out and completing the Project. The Borrower will use its best efforts to complete the Project, or cause the Project to be completed, with all reasonable dispatch. If for any reason the completion of such work is delayed, there shall be no liability on the part of the Authority and no diminution in or postponement of the payments required in Section 3.1 hereof to be paid by the BorrowerConstruction Fund. (Ed) The Borrower has obtained or shall obtain all necessary material approvals from If any and all governmental agencies requisite to the undertaking and completion of the Project and in compliance with all federal, State and local laws, ordinances and regulations applicable thereto. Upon completion of the Project, the Borrower shall obtain all material required permits and authorizations from appropriate authorities, if any be required, authorizing the operation and uses of the Project for the purposes contemplated hereby, where failure to obtain such approvals, permits and authorizations would have a material adverse effect on the transactions contemplated hereby. (F) The Borrower covenants that it will take, or cause to be taken, such action and institute such proceedings within its power and authority as acceleration shall be necessary to cause and require all contractors and material suppliers to complete their contracts diligently rescinded in accordance with Section 902 hereof, the terms Trustee shall transfer from the Debt Service Fund to the Construction Fund an amount, not to exceed the balance then to the credit of the contractsDebt Service Fund, including, without limitation, the correcting of any defective work. (G) Upon the occurrence of a default by any contractor or subcontractor or supplier under any contract made by it in connection with the Project, the Borrower will promptly proceed, equal to the extent it deems appropriate in amount previously transferred pursuant to clause (c) of this Section 406 from the circumstances, either separately or in conjunction with others, Construction Fund to exhaust the remedies of the Borrower against any such contractor or subcontractor or supplier for the performance of such contractDebt Service Fund.

Completion of the Project. (A) The Borrower agrees that it will undertake and complete the Project for the purposes and in the manner intended hereby and by the Borrower’s application for assistance to the Authority and that it will cause such improvements to be made to the Project as are necessary for the operation thereof in the manner herein provided. (B) The Borrower may modify, alter and amend the plans for the Project from time to time and at any time, provided that such modifications, alterations and amendments do not materially impair the operation of the Project as water facilities under the Act and provided that no material modifications, alterations or amendments shall be made unless the Borrower shall have theretofore delivered to the Trustee an opinion of Bond Counsel to the effect that such amendment, modification or alteration and the expenditure of amounts from the Project Fund in connection therewith will not cause interest on the Bonds to be subject to federal income taxation, together with any written representations or certifications of fact made by or on behalf of the Borrower upon which such counsel has relied in rendering such opinion. (C) The Borrower affirms that it shall bear all of the costs and expenses in connection with the preparation of the Financing Documents and the Indenture, the preparation and delivery of any legal instruments and documents necessary in connection therewith and their filing and recording, if required, and all taxes and charges payable in connection with any of the foregoing. Such costs and all other costs of the Project shall be paid by the Borrower in the manner and to the extent provided in the Indenture. (D) The Borrower hereby agrees that in order to effectuate the purposes of the Financing Documents, it will make, execute, acknowledge and deliver any contracts, orders, receipts, writings and instructions with any other persons, firms, or corporations and in general do all things which may be requisite or proper, all for the purpose of carrying out and completing the Project. The Borrower will use its best efforts to complete the Project, or cause the Project to be completed, with all reasonable dispatch. If for any reason the completion of such work is delayed, there shall be no liability on the part of the Authority and no diminution in or postponement of the payments required in Section 3.1 hereof to be paid by the Borrower. (E) The Borrower has obtained or shall obtain all necessary material approvals from any and all governmental agencies requisite to the undertaking and completion of the Project and in compliance with all federal, State and local laws, ordinances and regulations applicable thereto. Upon completion of the Project, the Borrower shall obtain all material required permits and authorizations from appropriate authorities, if any be required, authorizing the operation and uses of the Project for the purposes contemplated hereby, where failure to obtain such approvals, permits and authorizations would have a material adverse effect on the transactions contemplated hereby. (F) The Borrower covenants that it will take, or cause to be taken, such action and institute such proceedings within its power and authority as shall be necessary to cause and require all contractors and material suppliers to complete their contracts diligently in accordance with the terms of the contracts, including, without limitation, the correcting of any defective work. (G) Upon the occurrence of a default by any contractor or subcontractor or supplier under any contract made by it in connection with the Project, the Borrower will promptly proceed, to the extent it deems appropriate in the circumstances, either separately or in conjunction with others, to exhaust the remedies of the Borrower against any such contractor or subcontractor or supplier for the performance of such contract. (H) The Borrower will have good and marketable title in fee simple to the Project Realty to be owned by it subject only to Permitted Encumbrances, sufficient for the purposes of this Agreement.

Completion of the Project. (A) The Borrower ------------------------- agrees that it will undertake and complete or cause to be undertaken and completed the Project for the purposes and in the manner intended hereby and by the Borrower’s 's application for assistance to the Authority and in accordance with the plans and specifications therefor which have been prepared by or on behalf of the Borrower and placed on file in the principal office of the Borrower and with the Trustee, and that it will cause such improvements to be made to the Project as are necessary for the operation thereof in the manner herein provided. (B) The Borrower may modify, alter and amend the plans and specifications for the Project from time to time and at any time, provided that such modifications, alterations and amendments do not materially impair the operation of the Project as water treatment facilities under the Act and provided that no material modifications, alterations or amendments shall be made unless the Borrower shall have theretofore delivered to the Trustee an opinion of Bond Counsel counsel acceptable to the Trustee to the effect that such amendment, modification or alteration and the expenditure of amounts from the Project Fund in connection therewith will not cause interest on the Bonds to be subject to federal income taxation, together with any written representations or certifications of fact made by or on behalf of the Borrower upon which such counsel has relied in rendering such opinion. (C) The Borrower affirms that it shall bear all of the costs and expenses in connection with the preparation of the Financing Documents and the Indenture, the preparation and delivery of any legal instruments and documents necessary in connection therewith and their filing and recording, if required, and all taxes and charges payable in connection with any of the foregoing. Such costs and all other costs of the Project shall be paid by the Borrower in the manner and to the extent provided in the Indenture. (D) The Borrower hereby agrees that in order to effectuate the purposes of the Financing Documents, it will make, execute, acknowledge and deliver any contracts, orders, receipts, writings and instructions with any other persons, firms, or corporations and in general do all things which may be requisite or proper, all for the purpose of carrying out and completing the Project. The Borrower will use its best efforts to complete the Project, or cause the Project to be completed, with all reasonable dispatch. If for any reason the completion of such work is delayeddoes not occur within this period, there shall be no liability on the part of the Authority and no diminution in or postponement of the payments required in Section 3.1 hereof to be paid by the Borrower. (E) The Borrower has obtained or shall obtain all necessary material approvals from any and all governmental agencies requisite to the undertaking and completion of the Project and in compliance with all federal, State and local laws, ordinances and regulations applicable thereto. Upon completion of the Project, the Borrower shall obtain all material required permits and authorizations from appropriate authorities, if any be required, authorizing the operation and uses of the Project for the purposes contemplated hereby, where failure to obtain such approvals, permits and authorizations would have a material adverse effect on the transactions contemplated hereby. (F) The Borrower covenants that it will take, or cause to be taken, take such action and institute such proceedings within its power and authority as shall be necessary to cause and require all contractors and material suppliers to complete their contracts diligently in accordance with the terms of the contracts, including, without limitation, the correcting of any defective work. (G) Upon the occurrence of a default by any contractor or subcontractor or supplier under any contract made by it in connection with the Project, the Borrower will promptly proceed, to the extent it deems appropriate in the circumstances, either separately or in conjunction with others, to exhaust the remedies of the Borrower against any such contractor or subcontractor or supplier each surety for the performance of such contract. (H) The Borrower will have good and marketable title in fee simple to the Project Realty, subject only to Permitted Encumbrances, sufficient for the purposes of this Agreement.

Completion of the Project. Bonds in the principal amount of $500,000, referred to in the mortgage as the "Additional Bonds" will not be sold and delivered except as required by, and subject to, the provisions of this section. In the event that for any reason the amount on deposit in the Construction Fund is insufficient to pay all costs of completing the Project, the Company shall nevertheless complete the Project without delay and pay all costs thereof in excess of the amount available therefor in the Construction Fund; and the Company may in such event, at its option, elect to have all or any part of the Additional Bonds (Abut not exceeding an amount sufficient to produce monies required to pay the cost of completing the Project) offered for sale and the net sale proceeds (less interest to May 1, 1965) deposited in the Construction Fund. Such option may be exercised by the Company by notifying the Board and the Trustee in writing, on or before May 1, 1965, that it desires to have a specified amount of the Additional Bonds offered for sale. The Board and the Trustee will promptly take all action required to have the amount of Additional Bonds so designated offered for sale. In the event that any such Additional Bonds are issued and sold, the proceeds of the sale of such Additional Bonds (less the expenses of issuance and sale, which shall be paid therefrom, and an amount equal to the interest to become due on such Additional Bonds to and including May 1, 1965, which shall be deposited in the Bond and Interest Fund provided in the Mortgage) shall be deposited in the Construction Fund. The Company may be reimbursed from the Construction Fund for all monies necessarily expended by the Company in the acquisition of the Project after the monies in the Construction Fund were exhausted and before the proceeds of the sale of the Additional Bonds were deposited in the Construction Fund. Any Bonds not sold and delivered on or before November 1, 1965, will be cancelled and will not thereafter be issued or reissued. The obligation of the Company to complete the Project without delay shall not be contingent upon the sale or delivery of any of the Additional Bonds; and the Company shall be obligated to continue the construction and acquisition of the Project without interruption, at its own expense, regardless of its notice to the Board and the Trustee, or any delay in the sale or delivery of the Bonds or the inability of the Board to sell the same. The Company shall not by reason of the payment of such excess costs from its own funds be entitled to any diminution in the payment of the rents hereunder. Should the Company fail to comply with the foregoing provisions of this section, the Board shall have any one or more of the following remedies: (a) The Borrower agrees that it will undertake Trustee shall be entitled to retain all payments made as rent under this Lease Agreement by the Company, and the Company shall be obligated to pay to the Trustee the rental payments as they become due as liquidated damages, subject, however, to a credit for the net proceeds which the Trustee may receive from the sale of the Project or any part thereof, or from the lease or sublease of the Project or any part thereof to others than the Company herein, during and for the unexpired term of this Lease Agreement; or (b) The Board may take possession of the, Lease Realty and complete the Project at the expense of the Company, which expense with six per cent interest and a reasonable attorney's fee, if the services of an attorney are required for the purposes and in collection thereof, the manner intended Company hereby and by the Borrower’s application for assistance agrees to the Authority and that it will cause such improvements to be made to the Project as are necessary for the operation thereof in the manner herein provided.pay; or (Bc) The Borrower Board may modify, alter terminate this Lease Agreement and amend the plans sue ▇▇▇ damages for the Project from time to time and at any time, provided that such modifications, alterations and amendments do not materially impair the operation of the Project as water facilities under the Act and provided that no material modifications, alterations or amendments shall be made unless the Borrower shall have theretofore delivered to the Trustee an opinion of Bond Counsel to the effect that such amendment, modification or alteration and the expenditure of amounts from the Project Fund in connection therewith will not cause interest on the Bonds to be subject to federal income taxation, together with any written representations or certifications of fact made by or on behalf of the Borrower upon which such counsel has relied in rendering such opinionbreach thereof. (C) The Borrower affirms that it shall bear all of the costs and expenses in connection with the preparation of the Financing Documents and the Indenture, the preparation and delivery of any legal instruments and documents necessary in connection therewith and their filing and recording, if required, and all taxes and charges payable in connection with any of the foregoing. Such costs and all other costs of the Project shall be paid by the Borrower in the manner and to the extent provided in the Indenture. (D) The Borrower hereby agrees that in order to effectuate the purposes of the Financing Documents, it will make, execute, acknowledge and deliver any contracts, orders, receipts, writings and instructions with any other persons, firms, or corporations and in general do all things which may be requisite or proper, all for the purpose of carrying out and completing the Project. The Borrower will use its best efforts to complete the Project, or cause the Project to be completed, with all reasonable dispatch. If for any reason the completion of such work is delayed, there shall be no liability on the part of the Authority and no diminution in or postponement of the payments required in Section 3.1 hereof to be paid by the Borrower. (E) The Borrower has obtained or shall obtain all necessary material approvals from any and all governmental agencies requisite to the undertaking and completion of the Project and in compliance with all federal, State and local laws, ordinances and regulations applicable thereto. Upon completion of the Project, the Borrower shall obtain all material required permits and authorizations from appropriate authorities, if any be required, authorizing the operation and uses of the Project for the purposes contemplated hereby, where failure to obtain such approvals, permits and authorizations would have a material adverse effect on the transactions contemplated hereby. (F) The Borrower covenants that it will take, or cause to be taken, such action and institute such proceedings within its power and authority as shall be necessary to cause and require all contractors and material suppliers to complete their contracts diligently in accordance with the terms of the contracts, including, without limitation, the correcting of any defective work. (G) Upon the occurrence of a default by any contractor or subcontractor or supplier under any contract made by it in connection with the Project, the Borrower will promptly proceed, to the extent it deems appropriate in the circumstances, either separately or in conjunction with others, to exhaust the remedies of the Borrower against any such contractor or subcontractor or supplier for the performance of such contract.

Completion of the Project. (A) The Borrower agrees that it will undertake and complete the Project for the purposes and in the manner intended hereby and by the Borrower’s 's application for assistance to the Authority and in accordance with the plans and specifications therefor which have been prepared by or on behalf of the Borrower, and that it will cause such improvements to be made to the Project Realty as are necessary for the operation thereof in the manner herein provided. (B) The Borrower may modify, alter and amend the plans for the Project from time to time and at any time, provided that such modifications, alterations and amendments do not materially impair the operation of the Project as water facilities under the Act and provided that no material modifications, alterations or amendments shall be made unless the Borrower shall have theretofore delivered to the Trustee an opinion of Bond Counsel to the effect that such amendment, modification or alteration and the expenditure of amounts from the Project Fund in connection therewith will not cause interest on the Bonds to be subject to federal income taxation, together with any written representations or certifications of fact made by or on behalf of the Borrower upon which such counsel has relied in rendering such opinion. (C) The Borrower affirms that it shall bear all of the costs and expenses in connection with the preparation of the Financing Documents and the Indenture, the preparation and delivery of any legal instruments and documents necessary in connection therewith and their filing and recording, if required, and all taxes and charges payable in connection with any of the foregoing. Such costs and all other costs of the Project shall be paid by from the Borrower Project Fund in the manner and to the extent provided in the Indenture. (DC) The Borrower hereby agrees that in order to effectuate the purposes of the Financing Documents, it will make, execute, acknowledge and deliver any contracts, orders, receipts, writings and instructions with any other persons, firms, firms or corporations and in general do all things which may be requisite or proper, all for the purpose of carrying out and completing the Project. The Borrower will use its best efforts to shall complete the Project, or cause the Project to be completed, with all reasonable dispatch, but not later than December 31, 1999. If for any reason the completion of such work is delayeddoes not occur within this period, there shall be no liability on the part of the Authority and no diminution in or postponement of the payments required in Section 3.1 hereof to be paid by the Borrower. (ED) The Borrower has obtained or shall obtain all necessary material approvals from any and all governmental agencies requisite to the undertaking and completion of the Project and in compliance with all federal, State and local laws, ordinances and regulations applicable thereto. Upon completion of the Project, the Borrower shall obtain all material required permits and authorizations from appropriate authorities, if any be required, authorizing the operation and uses of the Project for the purposes contemplated hereby, where failure to obtain such approvals, permits and authorizations would have a material adverse effect on the transactions contemplated hereby. (E) [Reserved]. (F) The Borrower covenants that it will take, or cause to be taken, take such action and institute such proceedings within its power and authority as shall be necessary to cause and require all contractors and material suppliers to complete their contracts diligently in accordance with the terms of the contracts, including, without limitation, the correcting of any defective work. (G) Upon In the occurrence event of a default by any contractor or subcontractor or supplier under any contract made by it in connection with the Project, the Borrower will promptly proceed, to the extent it deems appropriate in the circumstances, either separately or in conjunction with others, to exhaust the remedies of the Borrower against any such the contractor or subcontractor or supplier so in default and against each surety for the performance of such contract. (H) Any proceeds of the title insurance maintained by the Borrower shall be paid to the Trustee for deposit in the Debt Service Fund and credited to the Redemption Account except to the extent that such proceeds shall be applied to remedy the defect in title if the Borrower so requests and such proceeds are sufficient with other amounts made available by the Borrower to remedy the defect. (I) The Borrower shall maintain or cause to be maintained builder's risk (or equivalent coverage) insurance upon any work done or materials furnished under construction contracts except excavations, foundations and any other structures not customarily covered by such insurance. The policies shall be issued by responsible companies qualified to do business in Connecticut and shall be written in completed value form for one hundred percent (100%) of the insurable value of the contract in the names of the Borrower, the Trustee, the contractor and subcontractors as their interests may appear. Such coverage shall be on an all risk form approved by the Borrower and not unsatisfactory to the Trustee and shall include flood coverage if economically available. The occupancy restriction shall be removed as of policy inception. Transportation insurance shall be included in a sufficient amount to protect the interests of the Borrower and the contractor for loss of goods in transit to the Project site. During the period of any construction, the Borrower shall also maintain or cause to be maintained: (1) worker's compensation insurance and employer's liability insurance underwritten by responsible companies qualified to do business in Connecticut, covering all employees of contractors and subcontractors in amounts required by law; (2) public liability insurance, on an occurrence basis, insuring the Borrower and the Trustee as additional insureds, in an amount not less than $1,000,000 combined single limit, such policy to cover premises and operations, independent contractors and products and completed operations, to be endorsed with a broad form comprehensive general liability endorsement or its equivalent including at least personal injury and broad form property damage coverage, provided that the contractor shall maintain completed operations coverage for at least one year after completion of the Project; (3) automobile liability insurance covering owned, non-owned and hired automobiles in an amount not less than $1,000,000 combined single limit; and (4) in addition to the above, until completion of the Project, the contractor shall maintain an umbrella liability policy in the amount of $5,000,000 applying in excess of the employers liability, comprehensive general liability (including endorsements) and automobile liability insurance required.

Completion of the Project. (Aa) The Borrower agrees that it If moneys representing proceeds of the Bonds shall be insufficient to pay fully all sums required to complete the Project, the Company shall be obligated to complete the acquisition, construction and equipping of the Project at its own expense and the Company shall pay any such deficiency either by making payments directly to the construction contractor or contractors or the suppliers of materials and equipment or by paying into the Construction Fund the moneys necessary to complete the Project, in which case the IDB will undertake and proceed to complete the Project and the cost thereof will be paid from the Construction Fund. The Company shall save the IDB whole and harmless from any obligation to pay any amount in excess of the money available therefor in the Construction Fund. The Company shall not by reason of the payment of such excess costs from its own funds (whether by direct payment thereof or payment into the Construction Fund) be entitled to any diminution in the payment of Rentals hereunder. (b) The Company shall on behalf of the IDB notify the Trustee of the Completion Date of the Project by a certificate signed by the Project Supervisor stating: (i) the date on which the acquisition, construction and equipping of the Project were substantially completed (the “Completion Date”); (ii) that all other facilities necessary in connection with the Project have been acquired, constructed, improved and equipped; (iii) that the acquisition, construction, improvement and equipping of the Project and those other facilities have been accomplished in such a manner as to conform with all applicable zoning, planning, buildings, environmental and other similar governmental regulations; (iv) that all costs of that acquisition, construction, improvement and equipping then or theretofore due and payable have been paid; and (v) the amounts (if any) which the Trustee shall retain in the Construction Fund for the purposes payment of Project Costs not yet due or for liabilities which the Company is contesting or which otherwise should be retained. Notwithstanding the foregoing, such certificate may state that it is given without prejudice to any rights against third parties which exist at the date of such certificate or which may subsequently come into being. The IDB and the Company will cooperate one with the other in causing such certificate to be furnished to the Trustee. (c) Any moneys remaining in the manner intended hereby and by Construction Fund after the Borrower’s application for assistance Completion Date, other than amounts specified pursuant to clause (v) of subsection (b) of this Section 4.5, shall, at the Authority and that it will cause direction of the Project Supervisor, promptly be (i) used to acquire, construct, install, equip or improve such improvements to be made to additional real or personal property in connection with the Project as are necessary for the operation thereof in the manner herein provided. (B) The Borrower may modify, alter and amend the plans for is designated by the Project from time to time Supervisor and at any timethe acquisition, provided that such modificationsconstruction, alterations installation, equipment and amendments do not materially impair the operation improvement of the Project as water facilities which will be permitted under the Act and the Code; (ii) paid into the Bond Fund to be applied to the redemption of IDB Bonds in accordance with their terms and, until such application, to be invested as provided in Section 5.7 hereof at a yield not exceeding the yield on the IDB Bonds; or (iii) applied to any combination of the foregoing as is provided in that no material modifications, alterations or amendments direction. Any direction to apply moneys from the Construction Fund pursuant to this subsection (c) shall be made unless accompanied by a statement of the Borrower shall have theretofore delivered yield at which such moneys are to the Trustee an opinion of Bond Counsel be invested and for what period and by a Non-Taxability Opinion with respect to such application and further opining to the effect that such amendment, modification or alteration and application is permitted under the expenditure of amounts from the Project Fund in connection therewith will not cause interest on the Bonds to be subject to federal income taxation, together with any written representations or certifications of fact made by or on behalf of the Borrower upon which such counsel has relied in rendering such opinionAct. (C) The Borrower affirms that it shall bear all of the costs and expenses in connection with the preparation of the Financing Documents and the Indenture, the preparation and delivery of any legal instruments and documents necessary in connection therewith and their filing and recording, if required, and all taxes and charges payable in connection with any of the foregoing. Such costs and all other costs of the Project shall be paid by the Borrower in the manner and to the extent provided in the Indenture. (D) The Borrower hereby agrees that in order to effectuate the purposes of the Financing Documents, it will make, execute, acknowledge and deliver any contracts, orders, receipts, writings and instructions with any other persons, firms, or corporations and in general do all things which may be requisite or proper, all for the purpose of carrying out and completing the Project. The Borrower will use its best efforts to complete the Project, or cause the Project to be completed, with all reasonable dispatch. If for any reason the completion of such work is delayed, there shall be no liability on the part of the Authority and no diminution in or postponement of the payments required in Section 3.1 hereof to be paid by the Borrower. (E) The Borrower has obtained or shall obtain all necessary material approvals from any and all governmental agencies requisite to the undertaking and completion of the Project and in compliance with all federal, State and local laws, ordinances and regulations applicable thereto. Upon completion of the Project, the Borrower shall obtain all material required permits and authorizations from appropriate authorities, if any be required, authorizing the operation and uses of the Project for the purposes contemplated hereby, where failure to obtain such approvals, permits and authorizations would have a material adverse effect on the transactions contemplated hereby. (F) The Borrower covenants that it will take, or cause to be taken, such action and institute such proceedings within its power and authority as shall be necessary to cause and require all contractors and material suppliers to complete their contracts diligently in accordance with the terms of the contracts, including, without limitation, the correcting of any defective work. (G) Upon the occurrence of a default by any contractor or subcontractor or supplier under any contract made by it in connection with the Project, the Borrower will promptly proceed, to the extent it deems appropriate in the circumstances, either separately or in conjunction with others, to exhaust the remedies of the Borrower against any such contractor or subcontractor or supplier for the performance of such contract.

Completion of the Project. (A) The Borrower agrees that it will undertake Project shall be completed and complete the Project for the purposes and in the manner intended hereby and by the Borrower’s application for assistance made available to the Authority Township for final inspection and that it will cause such improvements to be made to approval no later than the Project as are necessary for the operation thereof in the manner herein provided. (B) The Borrower may modify, alter and amend the plans for the Project from time to time and at any time, provided that such modifications, alterations and amendments do not materially impair the operation completion date. Upon completion of the Project as water facilities under and after final inspection and written approval by the Act and provided that no material modificationsTownship, alterations or amendments such approval not to be withheld unreasonably, the Project shall be made unless transferred by the Borrower shall have theretofore delivered Developer to the Trustee an opinion of Bond Counsel Township pursuant to the effect that such amendment, modification or alteration and the expenditure Township’s standard form Warranty Bill of amounts from Sale. The Township shall not be obligated to approve the Project Fund or accept ownership thereof unless and until it is satisfied the Project has been constructed in connection therewith will accordance with the approved plans and specifications and in a good and workmanlike manner and, further, that the Project meets all quality standards and tests which would apply and be conducted if the Township itself acquired and constructed the Project. In addition, the Township shall not cause interest on be obligated to approve the Bonds to be subject to federal income taxation, together with any written representations or certifications of fact made by or on behalf of the Borrower upon which such counsel has relied in rendering such opinion. (C) The Borrower affirms that it shall bear Project and accept ownership thereof unless and until all of the costs restoration has been fully completed. Prior to approval of the Project and expenses acceptance of ownership thereof, the Township shall receive from the Developer such waivers of lien, affidavits and other documentation as the Township shall reasonably deem necessary to be assured that all contractor(s) and all pipe and other equipment suppliers in connection with the preparation Project have been paid in full and that there are no liens or other unpaid obligations outstanding with respect to the Project. The Township also reserves the right to require, prior to approval of the Financing Documents Township and acceptance of ownership thereof, a written opinion from Developer’s consulting engineer that the Indenture, Project has been constructed and completed in accordance with the preparation approved plans and delivery specifications. If the Contract face pages require that the Developer provide an irrevocable letter of any legal instruments and documents necessary credit prior to commencement of construction in connection therewith and their filing and recording, if required, and all taxes and charges payable in connection with any of the foregoing. Such costs and all other costs order to guarantee completion of the Project by the Completion Date, this irrevocable letter of credit shall be paid issued by a bank having an office in Ottawa County in favor of the Borrower Township in the manner amount shown on the Contract face pages. The letter of credit to be provided shall be in such form and with such provisions as the Township shall reasonably require. The Project shall not be connected to the extent provided Township sewer and/or water systems unless and until the Township has completed its final inspection and approved the Project in writing. If the Indenture. (D) The Borrower hereby agrees that Developer desires to connect the Project to the water and/or sewer systems in order advance of this final inspection and written approval, Developer shall provide to effectuate the purposes Township an irrevocable letter of credit issued by a bank having an office in Ottawa County in favor of the Financing Documents, it will make, execute, acknowledge Township in such amount as the Township shall reasonably determine is necessary to pay all costs and deliver any contracts, orders, receipts, writings and instructions with any other persons, firms, or corporations and in general do all things which may be requisite or proper, all for the purpose of carrying out and expenses related to completing the Project. The Borrower will use its best efforts letter of credit to be provided shall be in such form and with such provisions as the Township shall reasonably require. If the Project is not completed by the Completion Date, the Township shall have the right to complete the Project, Project at Developer’s expense and to pay the full cost of such completion by making a draw or cause draws against Developer’s letter of credit. Developer shall reimburse the Township for all costs incurred in completing the Project to be completedincluding, with all reasonable dispatch. If for any reason but without limitation, engineering, third party contractors and the completion of such work is delayed, there shall be no liability on the part charges of the Authority and no diminution in or postponement of Township personnel necessary to supervise the payments required in Section 3.1 hereof to be paid by the Borrower. (E) The Borrower has obtained or shall obtain all necessary material approvals from any and all governmental agencies requisite to the undertaking and completion of the Project and in compliance with all federal, State and local laws, ordinances and regulations applicable thereto. Upon completion of the Project, . To the Borrower shall obtain all material required permits and authorizations from appropriate authorities, if any be required, authorizing extent the operation and uses of Township costs to complete the Project for are not fully paid by a draw or draws on a letter of credit, Developer shall pay such amounts to the purposes contemplated hereby, where failure to obtain such approvals, permits and authorizations would have Township on demand. Amounts not paid on demand shall bear interest at a material adverse effect on the transactions contemplated hereby. (F) The Borrower covenants that it will take, rate of 1% per month or cause to be taken, such action and institute such proceedings within its power and authority as shall be necessary to cause and require all contractors and material suppliers to complete their contracts diligently in accordance with the terms of the contracts, including, without limitation, the correcting of any defective work. (G) Upon the occurrence fraction of a default by any contractor or subcontractor or supplier under any contract made by it in connection with month that the Project, the Borrower will promptly proceed, to the extent it deems appropriate in the circumstances, either separately or in conjunction with others, to exhaust the remedies of the Borrower against any such contractor or subcontractor or supplier for the performance of such contractamount remains unpaid.

Completion of the Project. (A) The Borrower agrees ------------------------- that it will undertake and complete or cause to be undertaken and completed the Project for the purposes and in the manner intended hereby and by the Borrower’s 's application for assistance to the Authority and in accordance with the plans and specifications therefor which have been prepared by or on behalf of the Borrower and placed on file in the principal office of the Borrower and with the Trustee, and that it will cause such improvements to be made to the Project as are necessary for the operation thereof in the manner herein provided. (B) The Borrower may modify, alter and amend the plans and specifications for the Project from time to time and at any time, provided that such modifications, alterations and amendments do not materially impair the operation of the Project as a water facilities treatment facility under the Act and provided that no material modifications, alterations or amendments shall be made unless the Borrower shall have theretofore delivered to the Trustee an opinion of Bond Counsel counsel acceptable to the Trustee to the effect that such amendment, modification or alteration and the expenditure of amounts from the Project Fund in connection therewith will not cause interest on the Bonds to be subject to federal income taxation, together with any written representations or certifications of fact made by or on behalf of the Borrower upon which such counsel has relied in rendering such opinion. (C) The Borrower affirms that it shall bear all of the costs and expenses in connection with the preparation of the Financing Documents and the Indenture, the preparation and delivery of any legal instruments and documents necessary in connection therewith and their filing and recording, if required, and all taxes and charges payable in connection with any of the foregoing. Such costs and all other costs of the Project shall be paid by the Borrower in the manner and to the extent provided in the Indenture. (D) The Borrower hereby agrees that in order to effectuate the purposes of the Financing Documents, it will make, execute, acknowledge and deliver any contracts, orders, receipts, writings and instructions with any other persons, firms, or corporations and in general do all things which may be requisite or proper, all for the purpose of carrying out and completing the Project. The Borrower will use its best efforts to complete the Project, or cause the Project to be completed, with all reasonable dispatch. If for any reason the completion of such work is delayeddoes not occur within this period, there shall be no liability on the part of the Authority and no diminution in or postponement of the payments required in Section 3.1 hereof to be paid by the Borrower. (E) The Borrower has obtained or shall obtain all necessary material approvals from any and all governmental agencies requisite to the undertaking and completion of the Project and in compliance with all federal, State and local laws, ordinances and regulations applicable thereto. Upon completion of the Project, the Borrower shall obtain all material required permits and authorizations from appropriate authorities, if any be required, authorizing the operation and uses of the Project for the purposes contemplated hereby, where failure to obtain such approvals, permits and authorizations would have a material adverse effect on the transactions contemplated hereby. (F) The Borrower covenants that it will take, or cause to be taken, take such action and institute such proceedings within its power and authority as shall be necessary to cause and require all contractors and material suppliers to complete their contracts diligently in accordance with the terms of the contracts, including, without limitation, the correcting of any defective work. (G) Upon the occurrence of a default by any contractor or subcontractor or supplier under any contract made by it in connection with the Project, the Borrower will promptly proceed, to the extent it deems appropriate in the circumstances, either separately or in conjunction with others, to exhaust the remedies of the Borrower against any such contractor or subcontractor or supplier each surety for the performance of such contract. (H) The Borrower will have good and marketable title in fee simple to the Project Realty, subject only to Permitted Encumbrances, sufficient for the purposes of this Agreement.

Completion of the Project. If the Construction Fund shall be insufficient to pay fully all sums required to construct the Plant and purchase all items of Leased Equipment, the Company shall be obligated to complete the construction and acquisition of the Project without interruption, at its own expense and the Company shall pay any such deficiency by making payments directly to the construction contractor or contractors and to the suppliers of materials, machinery and equipment as the same shall become due, and the Company shall save the Board whole and harmless from any obligation to pay such deficiency. The Company shall not by reason of the payment of such excess costs from its own funds be entitled to any diminution in the payment of the rents hereunder. Should the Company fail to comply with the foregoing provisions of this section, the Board shall have any one or more of the following remedies: (Aa) The Borrower agrees that it will undertake Trustee shall be entitled to retain all payments made as rent under this Lease Agreement by the Company, and the Company shall be obligated to pay to the Trustee the rental payments as they become due as liquidated damages, subject, however, to a credit for the net proceeds which the Trustee may receive from the sale of the Project or any part thereof, or from the lease or sublease of the Project or any part thereof to others than the Company herein, during and for the unexpired term of this Lease Agreement; or (b) The Board may take possession of the Lease Realty and complete the Project at the expense of the Company, which expense with six per cent interest and a reasonable attorney's fee, if the services of an attorney are required for the purposes and in collection thereof, the manner intended Company hereby and by the Borrower’s application for assistance agrees to the Authority and that it will cause such improvements to be made to the Project as are necessary for the operation thereof in the manner herein provided.pay; or (Bc) The Borrower Board may modify, alter terminate this Lease Agreement and amend the plans sue ▇▇▇ damages for the Project from time to time and at any time, provided that such modifications, alterations and amendments do not materially impair the operation of the Project as water facilities under the Act and provided that no material modifications, alterations or amendments shall be made unless the Borrower shall have theretofore delivered to the Trustee an opinion of Bond Counsel to the effect that such amendment, modification or alteration and the expenditure of amounts from the Project Fund in connection therewith will not cause interest on the Bonds to be subject to federal income taxation, together with any written representations or certifications of fact made by or on behalf of the Borrower upon which such counsel has relied in rendering such opinionbreach thereof. (C) The Borrower affirms that it shall bear all of the costs and expenses in connection with the preparation of the Financing Documents and the Indenture, the preparation and delivery of any legal instruments and documents necessary in connection therewith and their filing and recording, if required, and all taxes and charges payable in connection with any of the foregoing. Such costs and all other costs of the Project shall be paid by the Borrower in the manner and to the extent provided in the Indenture. (D) The Borrower hereby agrees that in order to effectuate the purposes of the Financing Documents, it will make, execute, acknowledge and deliver any contracts, orders, receipts, writings and instructions with any other persons, firms, or corporations and in general do all things which may be requisite or proper, all for the purpose of carrying out and completing the Project. The Borrower will use its best efforts to complete the Project, or cause the Project to be completed, with all reasonable dispatch. If for any reason the completion of such work is delayed, there shall be no liability on the part of the Authority and no diminution in or postponement of the payments required in Section 3.1 hereof to be paid by the Borrower. (E) The Borrower has obtained or shall obtain all necessary material approvals from any and all governmental agencies requisite to the undertaking and completion of the Project and in compliance with all federal, State and local laws, ordinances and regulations applicable thereto. Upon completion of the Project, the Borrower shall obtain all material required permits and authorizations from appropriate authorities, if any be required, authorizing the operation and uses of the Project for the purposes contemplated hereby, where failure to obtain such approvals, permits and authorizations would have a material adverse effect on the transactions contemplated hereby. (F) The Borrower covenants that it will take, or cause to be taken, such action and institute such proceedings within its power and authority as shall be necessary to cause and require all contractors and material suppliers to complete their contracts diligently in accordance with the terms of the contracts, including, without limitation, the correcting of any defective work. (G) Upon the occurrence of a default by any contractor or subcontractor or supplier under any contract made by it in connection with the Project, the Borrower will promptly proceed, to the extent it deems appropriate in the circumstances, either separately or in conjunction with others, to exhaust the remedies of the Borrower against any such contractor or subcontractor or supplier for the performance of such contract.

Completion of the Project. (A) The Borrower agrees that it will undertake Project shall be completed and complete the Project for the purposes and in the manner intended hereby and by the Borrower’s application for assistance made available to the Authority Township for final inspection and that it will cause such improvements to be made to approval no later than the Project as are necessary for the operation thereof in the manner herein provided. (B) The Borrower may modify, alter and amend the plans for the Project from time to time and at any time, provided that such modifications, alterations and amendments do not materially impair the operation Completion Date. Upon completion of the Project as water facilities under and after final inspection and written approval by the Act and provided that no material modificationsTownship, alterations or amendments such approval not to be withheld unreasonably, the Project shall be made unless transferred by the Borrower shall have theretofore delivered Developer, in consideration of this Development Contract, to the Trustee an opinion Charter Township of Bond Counsel Jamestown pursuant to the effect that such amendment, modification or alteration and the expenditure Township’s standard form Warranty Bill of amounts from Sale. The Township shall not be obligated to approve the Project Fund or accept ownership thereof unless and until the Township is satisfied the Project has been constructed in connection therewith will accordance with the approved plans and specifications and in a good and workmanlike manner and, further, that the Project meets all quality standards and tests which would apply and be conducted if the Township itself acquired and constructed the Project. In addition, the Township shall not cause interest on be obligated to approve the Bonds to be subject to federal income taxation, together with any written representations or certifications of fact made by or on behalf of the Borrower upon which such counsel has relied in rendering such opinion. (C) The Borrower affirms that it shall bear Project and accept ownership thereof unless and until all of the costs restoration has been fully completed. Prior to approval of the Project and expenses acceptance of ownership thereof, the Township shall receive from the Developer such waivers of lien, affidavits and other documentation as the Township shall reasonably deem necessary to be assured that all contractor(s) and all pipe, equipment and other suppliers in connection with the preparation Project have been paid in full and that there are no liens or other unpaid obligations outstanding with respect to the Project. The Township also reserves the right to require, prior to approval of the Financing Documents Township and acceptance of ownership thereof and at the Indenture, the preparation and delivery of any legal instruments and documents necessary in connection therewith and their filing and recording, if required, and all taxes and charges payable in connection with any cost of the foregoingDeveloper, a written opinion from the Developer’s consulting engineer that the Project has been constructed and completed in accordance with the approved plans and specifications. Such costs and all other costs If the Contract Face Pages require that the Developer provide an irrevocable letter of credit prior to commencement of construction in order to guarantee completion of the Project by the Completion Date, this irrevocable letter of credit shall be paid issued by a bank having an office in Ottawa County in favor of the Borrower Township in the manner amount shown on the Contract Face Pages. The letter of credit to be provided shall be in such form and with such provisions as the Township shall reasonably require. The Project shall not be connected to the extent provided Township's sewer and/or water systems unless and until the Township has completed its final inspection and approved the Project in writing. If the Indenture. (D) The Borrower hereby agrees that Developer desires to connect the Project to the water and/or sewer systems in order advance of this final inspection and written approval, the Developer shall provide to effectuate the purposes Township an irrevocable letter of credit issued by a bank having an office in Ottawa County in favor of the Financing Documents, it will make, execute, acknowledge Township in such amount as the Township shall reasonably determine is necessary to pay all costs and deliver any contracts, orders, receipts, writings and instructions with any other persons, firms, or corporations and in general do all things which may be requisite or proper, all for the purpose of carrying out and expenses related to completing the Project. The Borrower will use its best efforts letter of credit to be provided shall be in such form and with such provisions as the Township shall reasonably require. No portion of the Development shall be connected to the Project until the Project has been approved by the Township and the ownership of the Project has been dedicated and conveyed jointly to the Charter Township of Jamestown in the manner provided by these Contract Terms. The Developer shall cooperate with the Township at all times, whether before or after the conveyance of the Project to the Township, and to the fullest extent with all Project contract and warranty claims deemed necessary by the Township to be made or filed against the Developer's contractor. If the Project is not completed by the Completion Date, the Township shall have the right to complete the Project, Project at the Developer’s expense and to pay the full cost of such completion by making a draw or cause draws against the Developer’s letter of credit. The Developer shall reimburse the Township for all costs incurred in completing the Project including, but without limitation, engineering, third party contractors and the charges of Township personnel necessary to be completed, with all reasonable dispatch. If for any reason supervise the completion of such work is delayed, there shall be no liability on the part of the Authority and no diminution in or postponement of the payments required in Section 3.1 hereof to be paid by the Borrower. (E) The Borrower has obtained or shall obtain all necessary material approvals from any and all governmental agencies requisite to the undertaking and completion of the Project and in compliance with all federal, State and local laws, ordinances and regulations applicable thereto. Upon completion of the Project. To the extent the Township costs to complete the Project are not fully paid by a draw or draws on a letter of credit, the Borrower Developer shall obtain all material required permits and authorizations from appropriate authorities, if any be required, authorizing pay such amounts to the operation and uses Township on demand. Amounts not paid on demand shall bear interest at a rate of the Project for the purposes contemplated hereby, where failure to obtain such approvals, permits and authorizations would have a material adverse effect on the transactions contemplated hereby. (F) The Borrower covenants that it will take, 1% per month or cause to be taken, such action and institute such proceedings within its power and authority as shall be necessary to cause and require all contractors and material suppliers to complete their contracts diligently in accordance with the terms of the contracts, including, without limitation, the correcting of any defective work. (G) Upon the occurrence fraction of a default by any contractor or subcontractor or supplier under any contract made by it in connection with month that the Project, the Borrower will promptly proceed, to the extent it deems appropriate in the circumstances, either separately or in conjunction with others, to exhaust the remedies of the Borrower against any such contractor or subcontractor or supplier for the performance of such contractamount remains unpaid.

Completion of the Project. (Aa) The Borrower agrees that it If moneys representing proceeds of the Series 1996A Bonds shall be insufficient to pay fully all sums required to complete the Project, the Company shall be obligated to complete the acquisition, construction and equipping of the Project at its own expense and the Company shall pay any such deficiency either by making payments directly to the construction contractor or contractors or the suppliers of materials and equipment or by paying into the Construction Fund the moneys necessary to complete the Project, in which case the Issuer will undertake and proceed to complete the Project and the cost thereof will be paid from the Construction Fund. The Company shall save the Issuer whole and harmless from any obligation to pay any amount in excess of the money available therefor in the Construction Fund. The Company shall not by reason of the payment of such excess costs from its own funds (whether by direct payment thereof or payment into the Construction Fund) be entitled to any diminution in the payment of Rentals hereunder. (b) The Company shall on behalf of the Issuer notify the Trustee of the Completion Date of the Project by a certificate signed by the Project Supervisor stating: (i) the date on which the acquisition, construction and equipping of the Project were substantially completed (the "Completion Date"); (ii) that all other facilities necessary in connection with the Project have been acquired, constructed, improved and equipped; (iii) that the acquisition, construction, improvement and equipping of the Project and those other facilities have been accomplished in such a manner as to conform with all applicable zoning, planning, buildings, environmental and other similar governmental regulations; (iv) that all costs of that acquisition, construction, improvement and equipping then or theretofore due and payable have been paid; and (v) the amounts (if any) which the Trustee shall retain in the Construction Fund for the purposes payment of Project Costs not yet due or for liabilities which the Company is contesting or which otherwise should be retained. Notwithstanding the foregoing, such certificate may state that it is given without prejudice to any rights against third parties which exist at the date of such certificate or which may subsequently come into being. The Issuer and the Company will cooperate one with the other in causing such certificate to be furnished to the Trustee. (c) Any moneys remaining in the manner intended hereby and by Construction Fund after the Borrower’s application for assistance Completion Date, other than amounts specified pursuant to clause (v) of subsection (b) of this Section 4.5, shall, at the Authority and that it will cause direction of the Project Supervisor, promptly be (i) used to acquire, construct, install, equip or improve such improvements to be made to additional real or personal property in connection with the Project as are necessary for the operation thereof in the manner herein provided. (B) The Borrower may modify, alter and amend the plans for is designated by the Project from time to time Supervisor and at any timethe acquisition, provided that such modificationsconstruction, alterations installation, equipment and amendments do not materially impair the operation improvement of the Project as water facilities which will be permitted under the Act and the Code; (ii) paid into the Bond Fund to be applied to the redemption of Bonds in accordance with their terms and, until such application, to be invested as provided in Section 5.7 hereof at a yield not exceeding the yield on the Bonds; or (iii) applied to any combination of the foregoing as is provided in that no material modifications, alterations or amendments direction. Any direction to apply moneys from the Construction Fund pursuant to this subsection (c) shall be made unless accompanied by a statement of the Borrower shall have theretofore delivered yield at which such moneys are to the Trustee an opinion of Bond Counsel be invested and for what period and by a Non-Taxability Opinion with respect to such application and further opining to the effect that such amendment, modification or alteration and application is permitted under the expenditure of amounts from the Project Fund in connection therewith will not cause interest on the Bonds to be subject to federal income taxation, together with any written representations or certifications of fact made by or on behalf of the Borrower upon which such counsel has relied in rendering such opinionAct. (C) The Borrower affirms that it shall bear all of the costs and expenses in connection with the preparation of the Financing Documents and the Indenture, the preparation and delivery of any legal instruments and documents necessary in connection therewith and their filing and recording, if required, and all taxes and charges payable in connection with any of the foregoing. Such costs and all other costs of the Project shall be paid by the Borrower in the manner and to the extent provided in the Indenture. (D) The Borrower hereby agrees that in order to effectuate the purposes of the Financing Documents, it will make, execute, acknowledge and deliver any contracts, orders, receipts, writings and instructions with any other persons, firms, or corporations and in general do all things which may be requisite or proper, all for the purpose of carrying out and completing the Project. The Borrower will use its best efforts to complete the Project, or cause the Project to be completed, with all reasonable dispatch. If for any reason the completion of such work is delayed, there shall be no liability on the part of the Authority and no diminution in or postponement of the payments required in Section 3.1 hereof to be paid by the Borrower. (E) The Borrower has obtained or shall obtain all necessary material approvals from any and all governmental agencies requisite to the undertaking and completion of the Project and in compliance with all federal, State and local laws, ordinances and regulations applicable thereto. Upon completion of the Project, the Borrower shall obtain all material required permits and authorizations from appropriate authorities, if any be required, authorizing the operation and uses of the Project for the purposes contemplated hereby, where failure to obtain such approvals, permits and authorizations would have a material adverse effect on the transactions contemplated hereby. (F) The Borrower covenants that it will take, or cause to be taken, such action and institute such proceedings within its power and authority as shall be necessary to cause and require all contractors and material suppliers to complete their contracts diligently in accordance with the terms of the contracts, including, without limitation, the correcting of any defective work. (G) Upon the occurrence of a default by any contractor or subcontractor or supplier under any contract made by it in connection with the Project, the Borrower will promptly proceed, to the extent it deems appropriate in the circumstances, either separately or in conjunction with others, to exhaust the remedies of the Borrower against any such contractor or subcontractor or supplier for the performance of such contract.

Completion of the Project. (A) The Borrower agrees that it will undertake and complete the Project for the purposes and in the manner intended hereby and by the Borrower’s application for assistance to the Authority and that it will cause such improvements to be made to the Project as are necessary for the operation thereof in the manner herein provided. (B) The Borrower may modify, alter and amend the plans for the Project from time to time and at any time, provided that such modifications, alterations and amendments do not materially impair the operation of the Project as water facilities under the Act and provided that no material modifications, alterations or amendments shall be made unless the Borrower shall have theretofore delivered to the Trustee an opinion of Bond Counsel to the effect that such amendment, modification or alteration and the expenditure of amounts from the Project Fund in connection therewith will not cause interest on the Bonds to be subject to federal income taxation, together with any written representations or certifications of fact made by or on behalf of the Borrower upon which such counsel has relied in rendering such opinion. (C) The Borrower affirms that it shall bear all of the costs and expenses in connection with the preparation of the Financing Documents and the Indenture, the preparation and delivery of any legal instruments and documents necessary in connection therewith and their filing and recording, if required, and all taxes and charges payable in connection with any of the foregoing. Such costs and all other costs of the Project shall be paid by the Borrower in the manner and to the extent provided in the Indenture. (D) The Borrower hereby agrees that in order to effectuate the purposes of the Financing Documents, it will make, execute, acknowledge and deliver any contracts, orders, receipts, writings and instructions with any other persons, firms, or corporations and in general do all things which may be requisite or proper, all for the purpose of carrying out and completing the Project. The Borrower will use its best efforts to complete the Project, or cause the Project to be completed, with all reasonable dispatch. If for any reason the completion of such work is delayed, there shall be no liability on the part of the Authority and no diminution in or postponement of the payments required in Section 3.1 hereof to be paid by the Borrower. (E) The Borrower has obtained or shall obtain all necessary material approvals from any and all governmental agencies requisite to the undertaking and completion of the Project and in compliance with all federal, State and local laws, ordinances and regulations applicable thereto. Upon completion of the Project, the Borrower shall obtain all material required permits and authorizations from appropriate authorities, if any be required, authorizing the operation and uses of the Project for the purposes contemplated hereby, where failure to obtain such approvals, permits and authorizations would have a material adverse effect on the transactions contemplated hereby. (F) The Borrower covenants that it will take, or cause to be taken, such action and institute such proceedings within its power and authority as shall be necessary to cause and require all contractors and material suppliers to complete their contracts diligently in accordance with the terms of the contracts, including, without limitation, the correcting of any defective work. (G) Upon the occurrence of a default by any contractor or subcontractor or supplier under any contract made by it in connection with the Project, the Borrower will promptly proceed, to the extent it deems appropriate in the circumstances, either separately or in conjunction with others, to exhaust the remedies of the Borrower against any such contractor or subcontractor or supplier for the performance of such contract. (H) The Borrower will have good and marketable title in fee simple to the Project Realty to be owned by it subject only to Permitted Encumbrances, sufficient for the purposes of this Agreement.