8447-93 Authorizing Economic Development Revenue (P.A.I. Properties $450,000)

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of Construction, or to reimburse Borrower for any Costs of Construction paid by it. At the time of each payment, evidence of the title shall be continued down to such time for possible liens or objections intervening between the date of the delivery of the Bonds and the date of such payment. Borrower agrees to direct such requisitions to the Trustee as may be necessary to effect payments out of the Construction Fund in accordance with this Section 3 .20. (c) The Completion Date shall be evidenced to Trustee and Issuer by a certificate signed by an authorized representative of Borrower stating that, except for amounts retained by Trustee at Borrower' s direction for any Costs of Construction not then due and payable or being contested in good faith, (i) acquisition and construction of the Project has been completed and any and all labor, services, materials and supplies used in such acquisition, installation and equipping have been paid for, (ii) all other facilities necessary in connection with the Project have been constructed, acquired and installed and all costs and expenses incurred in connection therewith have been paid. Notwithstanding the foregoing, such certificate shall 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. Upon receipt of such certificate, Trustee shall in accordance with Section 403 of the Indenture transfer all moneys then in the Construction Fund to a special escrow account within the Bond Fund, except any amount retained as aforesaid by Trustee for any Costs of Construction, provided that at least 95% of the amount actually expended has been expended on land or property of a character subject to the allowance for depreciation under the Code. Trustee, as directed by Borrower, shall use any amount transferred to the Bond Fund from the original Loan (together with interest thereon, limited as provided in the Internal Revenue Service Rev. Proc. 79-5 at 26 CFR 601.201 and any subsequent amendments, modifications or replacements thereof) to pay principal of, or redeem Series 1993 Bonds, or upon receipt of an opinion from Bond Counsel to the effect that such use would not cause interest on the Bonds to become taxable, for any other use so approved by said Bond Counsel. Section 3 . 21. Sale and Release of Mortgaged Property. Except for Permitted Encumbrances and as herein specifically provided in this Section or in Section 3 .22 or otherwise, the Borrower will not sell or transfer or otherwise dispose of all or any part of the Mortgaged Property. The Borrower may at any time request the Issuer to enter into an amendment to this Loan Agreement for the purpose of effecting the release from this mortgage of any portion of the Mortgaged Property which constitutes equipment and is not necessary to the Borrower's business operations and the release of which will not adversely affect the ability of the Borrower to operate and maintain the remaining Mortgaged Property as provided in this Loan Agreement. The Issuer will execute the amendment but the amendment shall not -25-