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135242345v3 24 (l) A Transferee Representations Letter from Initial Funding Lender. (m) Confirmation that all conditions stated in Section 3.01 of the Project Loan Agreement have been satisfied. Section 2.11 Establishment of Project Loan Fund; Application of Funding Loan Proceeds and Other Money. (a) Fiscal Agent shall establish, maintain and hold in trust and there is hereby established with Fiscal Agent a Project Loan Fund and therein a Project Account and a Borrower Equity Account. No amount shall be charged against the Project Loan Fund except as expressly provided in this Section 2.11 and Section 4.02 hereof. (b) The proceeds of the Funding Loan shall be delivered by Initial Funding Lender to Fiscal Agent on behalf of Governmental Lender in the initial installment on the Delivery Date and thereafter on a draw-down basis as provided in Section 2.01(b) hereof. Upon receipt, Fiscal Agent shall deposit such proceeds to the credit of the Project Account of the Project Loan Fund. Amounts in the Project Loan Fund shall be disbursed as provided in subparagraph (d) below, subject to the conditions set forth in Section 3.01 of the Project Loan Agreement. (c) Governmental Lender shall cause Borrower to deliver from sources other than the Loans to Fiscal Agent, on or prior to the Delivery Date, the Costs of Issuance Deposit for deposit to the credit of the Costs of Issuance Fund and the Borrower Equity Deposit for deposit to the credit of the Borrower Equity Account. Fiscal Agent shall also deposit in the Costs of Issuance Deposit and the Borrower Equity Account any additional amounts delivered from time to time to Fiscal Agent and directed by Borrower or Loan Servicer to be deposited therein, excluding any proceeds of the Loans. (d) Upon the making of the initial deposits described above in this Section 2.11, Governmental Lender shall originate the Project Loan pursuant to the Project Loan Agreement and the Title Company shall disburse the initial proceeds thereof as provided in the Settlement Statement. Thereafter, Fiscal Agent shall make disbursements of amounts in the Project Loan Fund to Borrower or otherwise as provided in Section 4.02 hereof [; provided that, prior to making any such disbursements, $[___________] of proceeds of the Project Loan shall be transferred by Fiscal Agent to the Costs of Issuance Fund without need of a Requisition therefor]]. Section 2.12 Direct Loan Payments to Funding Lender; Loan Servicer Disbursement of Fees. (a) Notwithstanding any provision in this Funding Loan Agreement to the contrary, during any period that a Loan Servicer is engaged with respect to the Loans, Governmental Lender and Fiscal Agent agree that all payments of principal of, Prepayment Premium, if any, and interest on the Funding Loan and all fees due hereunder and under the Project Loan Agreement shall be paid by Borrower to Loan Servicer; provided, however, (i) the Borrower shall make all payments with respect to all fees due hereunder and under the Project Loan Agreement directly to the obligee thereof, including the Fiscal