Common use of Establishment of Completion Date Clause in Contracts

Establishment of Completion Date. (a) The Completion Date shall be evidenced to the Issuer and the Trustee by a certificate signed by a Company Representative, as attached as Exhibit C hereto stating that, except for amounts retained by the Trustee at the Company’s direction to pay any Cost of the Project not then due and payable, (i) construction of the Project has been completed and all costs of labor, services, materials and supplies used in such construction have been paid, (ii) all equipment for the Project has been installed, such equipment so installed is suitable and sufficient for the operation of the Project, and all costs and expenses incurred in the acquisition and installation of such equipment have been paid, and (iii) all other facilities necessary in connection with the Project have been acquired, constructed, improved, and equipped 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. Forthwith upon completion of the acquisition, construction, improving, and equipping of the Project, the Company agrees to cause such certificate to be furnished to the Issuer and the Trustee. Upon receipt of such certificate, the Trustee shall retain in the Project Fund a sum equal to the amounts necessary for payment of the Costs of the Project not then due and payable according to such certificate. If any such amounts so retained are not subsequently used, prior to any transfer of said amounts to the Bond Fund as provided below, the Trustee shall give notice to the Company of the failure to apply said funds for payment of the Costs of the Project. Any amount not to be retained in the Project Fund for payment of the Costs of the Project, and all amounts so retained but not subsequently used, shall be transferred by the Trustee into the Bond Fund. (b) If at least ninety-five percent (95%) of the Net Proceeds of the Bonds have not been used to pay Qualified Project Costs, any amount (exclusive of amounts retained by the Trustee in the Project Fund for payment of Costs of the Project not then due and payable) remaining in the Project Fund shall be transferred by the Trustee into the Bond Fund and used by the Trustee (i) to redeem, or to cause the redemption of, Bonds on the earliest redemption date permitted by the Indenture without a premium, or (ii) for any other purpose, provided that the Trustee is furnished with an opinion of Bond Counsel to the effect that such use is lawful under the Act and will not require that interest on the Bonds be included in gross income for federal income tax purposes. Until used for one or more of the foregoing purposes, such segregated amount may be invested as permitted by the Indenture provided that prior to any such investment the Trustee is provided with an opinion of Bond Counsel to the effect that such investment will not require that interest on the Bonds be included in gross income for federal income tax purposes.

Establishment of Completion Date. (a) The Completion Date shall be evidenced to the Issuer and the Trustee by a certificate signed by a Company Representative, as attached as Exhibit C hereto Representative stating that, except for amounts retained by the Trustee at the Company’s direction to pay any Cost of the Project not then due and payable, (i) construction of the Project has been completed and all costs of labor, services, materials and supplies used in such construction have been paid, (ii) all equipment for the Project has been installed, such equipment so installed is suitable and sufficient for the operation of the Project, and all costs and expenses incurred in the acquisition and installation of such equipment have been paid, and (iii) all other facilities necessary in connection with the Project have been acquired, constructed, improved, constructed and equipped 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. Forthwith upon completion of the acquisition, construction, improving, construction and equipping installation of the Project, the Company agrees to cause such certificate to be furnished to the Issuer and the Trustee. Upon receipt of such certificate, the Trustee shall retain in the Project Fund a sum equal to the amounts necessary for payment of the Costs of the Project not then due and payable according to such certificate. If any such amounts so retained are not subsequently used, prior to any transfer of said amounts to the General Account of the Bond Fund as provided below, the Trustee shall give notice to the Company of the failure to apply said funds for payment of the Costs of the Project. Any amount not to be retained in the Project Fund for payment of the Costs of the Project, and all amounts so retained but not subsequently used, shall be transferred by the Trustee into the General Account of the Bond Fund. (b) If If, upon the Completion Date, at least ninety-five percent (95%) of the Net Proceeds of the Bonds have not been used to pay Qualified Project Costs, any amount (exclusive of amounts retained by the Trustee in the Project Fund for payment of Costs of the Project not then due and payable) remaining in the Project Fund shall be transferred by the Trustee into the General Account of the Bond Fund and used by the Trustee (ia) to redeem, or to cause the redemption of, Bonds on the earliest redemption date permitted by the Indenture without a premium, (b) to purchase Bonds on the open market prior to such redemption date at prices not in excess of one hundred percent (100%) of the principal amount of such Bonds, or (iic) for any other purpose, purpose provided that the Trustee is furnished with an opinion of Bond Counsel to the effect that such use is lawful under the Act and will not require that interest on the Bonds be included in gross income for federal income tax purposes. Until used for one or more of the foregoing purposes, such segregated amount may be invested as permitted by the Indenture provided that prior to any such investment the Trustee is provided with an opinion of Bond Counsel to the effect that such investment will not require that interest on the Bonds be included in gross income for federal income tax purposes.

Establishment of Completion Date. (a) The Completion Date shall be evidenced by delivery to the Issuer and Lessor of the Trustee by a certificate Completion Certificate signed by a Company Representative, as attached as Exhibit C hereto the Authorized City Representative stating that, except for amounts retained by the Trustee at the Company’s direction to pay any Cost of the Project not then due and payable, (i) construction that the acquisition, construction, improvement, furnishing and equipping of the Project has been completed in accordance with the Plans and all costs of labor, services, materials and supplies used in such construction have been paidSpecifications, (ii) that all equipment for the Project has Costs have been installed, such equipment so installed is suitable and sufficient for the operation of the Project, and all paid except costs and expenses incurred the payment of which is not yet due or is being retained or contested in good faith by the acquisition and installation of such equipment have been paidLessee, and (iii) all other facilities necessary in connection amounts to be retained by the Lessor with the Project have been acquired, constructed, improved, and equipped and all costs and expenses incurred in connection therewith have been paidrespect to item (ii) above. 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. Forthwith upon completion of the acquisition, construction, improving, and equipping of the Project, the Company agrees to cause such certificate to be furnished to the Issuer and the Trustee. Upon receipt of such certificate, the Trustee shall retain in the Project Fund a sum equal to the amounts necessary for payment of the Costs of the Project not then due and payable according to such certificate. If any such amounts so retained are not subsequently used, prior to any transfer of said amounts to the Bond Fund as provided below, the Trustee shall give notice to the Company of the failure to apply said funds for payment of the Costs of the Project. Any amount not to be retained in the Project Fund for payment of the Costs of the Project, and all amounts so retained but not subsequently used, shall be transferred by the Trustee into the Bond Fund. (b) If at least ninety-five percent (95%) Upon receipt of the Net Proceeds of the Bonds have not been used to pay Qualified Project CostsCompletion Certificate, any amount (exclusive of amounts retained by the Trustee in the Project Fund for payment of Costs of the Project not remaining moneys then due and payable) remaining in the Project Fund shall be transferred applied by the Trustee into Lessor as provided in Section 505 of the Bond Indenture. (c) If an Event of Nonappropriation or an Event of Default shall occur prior to the delivery of the Completion Certificate pursuant to Section 505 of the Indenture, or, in the event that the Project is not substantially completed, as evidenced by delivery of the Completion Certificate on or prior to the date that is three years after the date the Certificates are issued, and the Rental Payments and Additional Payments payable during the current Renewal Term have not been declared immediately due and payable under Section 802 of the Indenture, the moneys remaining in the Project Fund and used may be utilized by the Trustee Lessor to complete construction of the Project or, upon termination of the term of this Lease, may be disbursed as provided in the Indenture. (id) The Lessee hereby covenants, to redeemthe extent permitted by law, to use other available funds, but only to the extent contemplated by the Construction Contracts or from lawfully available moneys specifically appropriated for that purpose, to the extent necessary to complete the design and construction of the Project as herein required, or to cause make certain design changes in the redemption of, Bonds on the earliest redemption date permitted by the Indenture without a premium, or (ii) for any other purpose, provided that the Trustee is furnished with an opinion of Bond Counsel Project to the effect that extent necessary to complete the Project with moneys then available for such use is lawful under purposes in the Act and will not require that interest on the Bonds be included in gross income for federal income tax purposes. Until used for one or more of the foregoing purposes, such segregated amount may be invested as permitted by the Indenture provided that prior to any such investment the Trustee is provided with an opinion of Bond Counsel to the effect that such investment will not require that interest on the Bonds be included in gross income for federal income tax purposesProject Fund.

Establishment of Completion Date. (a) The Completion Date shall be evidenced to the Issuer and the Trustee by a certificate signed by a Company Representative, as attached as Exhibit C "C" hereto stating that, except for amounts retained by the Trustee at the Company’s direction to pay any Cost of the Project not then due and payable, (i) construction of the Project has been completed and all costs of labor, services, materials and supplies used in such construction have been paid, (ii) all equipment for the Project has been installed, such equipment so installed is suitable and sufficient for the operation of the Project, and all costs and expenses incurred in the acquisition and installation of such equipment have been paid, and (iii) all other facilities necessary in connection with the Project have been acquired, constructed, improved, and equipped 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. Forthwith upon completion of the acquisition, constructioncon­struc­tion, improving, and equipping of the Project, the Company agrees to cause such certificate to be furnished to the Issuer and the Trustee. Upon receipt of such certificate, the Trustee shall retain in the Project Fund a sum equal to the amounts necessary for payment of the Costs of the Project not then due and payable according to such certificate. If any such amounts so retained are not subsequently used, prior to any transfer of said amounts to the Bond Fund as provided below, the Trustee shall give notice to the Company of the failure to apply said funds for payment of the Costs of the Project. Any amount not to be retained in the Project Fund for payment of the Costs of the Project, and all amounts so retained but not subsequently used, shall be transferred by the Trustee into the Bond Fund. (b) If at least ninety-five percent (95%) of the Net Proceeds of the Bonds have not been used to pay Qualified Project Costs, any amount (exclusive of amounts retained by the Trustee in the Project Fund for payment of Costs of the Project not then due and payable) remaining in the Project Fund shall be transferred by the Trustee into the Bond Fund and used by the Trustee (i) to redeem, or to cause the redemption of, Bonds on the earliest redemption date permitted by the Indenture without a premium, or (iib) for any other purpose, purpose provided that the Trustee is furnished with an opinion of Bond Counsel to the effect that such use is lawful under the Act and will not require that interest on the Bonds be included in gross income for federal income tax purposes. Until used for one or more of the foregoing purposes, such segregated amount may be invested as permitted by the Indenture provided that prior to any such investment the Trustee is provided with an opinion of Bond Counsel to the effect that such investment will not require that interest on the Bonds be included in gross income for federal income tax purposes.

Establishment of Completion Date. (a) The Completion Date shall be evidenced to the Issuer and the Trustee by a certificate signed by a Company Representative, as attached as Exhibit C "C" hereto stating that, except for amounts retained by the Trustee at the Company’s direction to pay any Cost of the Project not then due and payable, (i) construction of the Project has been completed and all costs of labor, services, materials and supplies used in such construction have been paid, (ii) all equipment for the Project has been installed, such equipment so installed is suitable and sufficient for the operation of the Project, and all costs and expenses incurred in the acquisition and installation of such equipment have been paid, and (iii) all other facilities necessary in connection with the Project have been acquired, constructed, improved, and equipped 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. Forthwith upon completion of the acquisition, constructioncon­struc­tion, improving, and equipping of the Project, the Company agrees to cause such certificate to be furnished to the Issuer and the Trustee. Upon receipt of such certificate, the Trustee shall retain in the Project Fund a sum equal to the amounts necessary for payment of the Costs of the Project not then due and payable according to such certificate. If any such amounts so retained are not subsequently used, prior to any transfer of said amounts to the General Account of the Bond Fund as provided below, the Trustee shall give notice to the Company of the failure to apply said funds for payment of the Costs of the Project. Any amount not to be retained in the Project Fund for payment of the Costs of the Project, and all amounts so retained but not subsequently used, shall be transferred by the Trustee into the General Account of the Bond Fund. (b) If at least ninety-five percent (95%) of the Net Proceeds of the Bonds have not been used to pay Qualified Project Costs, any amount (exclusive of amounts retained by the Trustee in the Project Fund for payment of Costs of the Project not then due and payable) remaining in the Project Fund shall be transferred by the Trustee into the General Account of the Bond Fund and used by the Trustee (ia) to redeem, or to cause the redemption of, Bonds on the earliest redemption date permitted by the Indenture without a premium, (b) to purchase Bonds on the open market prior to such redemption date at prices not in excess of one hundred percent (100%) of the principal amount of such Bonds, or (iic) for any other purpose, purpose provided that the Trustee is furnished with an opinion of Bond Counsel to the effect that such use is lawful under the Act and will not require that interest on the Bonds be included in gross income for federal income tax purposes. Until used for one or more of the foregoing purposes, such segregated amount may be invested as permitted by the Indenture provided that prior to any such investment the Trustee is provided with an opinion of Bond Counsel to the effect that such investment will not require that interest on the Bonds be included in gross income for federal income tax purposes.

Establishment of Completion Date. (a) The Completion Date end of the Construction Period shall be evidenced to the Issuer and the Trustee by a certificate signed by a Company Representative, as attached as Exhibit C hereto Representative stating that, except for amounts retained by the Trustee at the Company’s 's direction to pay any Cost of the Project Costs not then due and payable, (i) the acquisition, construction and installation of the Project has been completed and all costs of labor, services, materials and supplies used in such construction have been paid, (ii) all equipment for the Project has been installed, such equipment so installed is suitable and sufficient for the operation of the Project, and all costs and expenses incurred in the acquisition and installation of such equipment have been paid, and (iii) all other facilities necessary in connection with the Project have been acquired, constructed, improved, and equipped and all costs and expenses incurred in connection therewith Costs 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. Forthwith upon completion of the acquisition, construction, improving, construction and equipping installation of the Project, the Company agrees to cause such certificate to be furnished to the Issuer and the Trustee. Upon receipt of such certificate, the Trustee shall retain in the Project Fund a sum equal to the amounts necessary for payment of the Project Costs of the Project not then due and payable according to such certificate. If any such amounts so retained are not subsequently used, prior to any transfer of said amounts to the Bond Note Fund as provided below, the Trustee shall give notice to the Company of the failure to apply said funds for payment of the Costs of the ProjectProject Costs. Any amount not to be retained in the Project Fund for payment of the Costs of the ProjectProject Costs, and all amounts so retained but not subsequently used, shall be transferred by the Trustee into the Bond Note Fund. . The transferred amounts (bthe "Excess Proceeds") If shall be retained in a segregated subaccount in the Note Fund for the payment or redemption of Outstanding Notes at least ninetythe earliest possible date after such amounts become Available Moneys. Any provision of this Agreement or the Indenture to the contrary notwithstanding, the Excess Proceeds held in the Note Fund may not be invested to produce a yield (as computed under Section 1.103-five percent (95%) 13 of the Net Proceeds of Federal Income Tax Regulations) greater than the Bonds have not been used to pay Qualified Project Costs, any amount (exclusive of amounts retained by the Trustee in the Project Fund for payment of Costs of the Project not then due and payable) remaining in the Project Fund shall be transferred by the Trustee into the Bond Fund and used by the Trustee (i) to redeem, or to cause the redemption of, Bonds yield on the earliest redemption date permitted by Notes. The Trustee shall have the Indenture without a premium, or (ii) for any other purpose, provided that right to request from the Trustee is furnished Company and to rely on instructions with an opinion of Bond Counsel respect to the effect that such use is lawful under the Act and will not require that interest yield on the Bonds be included in gross income for federal income tax purposes. Until used for one or more of the foregoing purposes, such segregated amount may be invested as permitted by the Indenture provided that prior to any such investment the Trustee is provided with an opinion of Bond Counsel to the effect that such investment will not require that interest on the Bonds be included in gross income for federal income tax purposesNotes.

Establishment of Completion Date. (a) The Completion Date of the Project shall be evidenced by delivery to the Issuer Authority and to the Trustee by a certificate Purchaser of the Borrower’s Completion Certificate signed by a Company Representativean Authorized Borrower Representative stating the date of completion of the Project and that, as attached as Exhibit C hereto stating thatof such date, except for amounts retained by the Trustee Escrow Agent at the CompanyBorrower’s direction to pay for any Cost cost of the Project not then due and payablepayable or, if due and payable not then paid: (i) construction of the Project has been completed and completed; (ii) the cost of all costs of labor, services, materials and supplies used in such construction the Project have been paid, (ii) all equipment or will be paid from amounts retained by the Escrow Agent at the Borrower’s direction for any cost of the Project has been installednot then due and payable or, such equipment so installed is suitable if due and sufficient for the operation of the Projectpayable, and all costs and expenses incurred in the acquisition and installation of such equipment have been not then paid, and ; (iii) all other facilities necessary in connection with the Project have been acquired, constructed, improved, is being operated as an authorized “project” under the Act and equipped substantially as proposed in the Application; (iv) the Borrower has reviewed the Contractor’s Completion Certificate and the Borrower has no knowledge or information that the representations contained therein are false or misleading; and (v) the Borrower has required in all costs and expenses incurred Construction Contracts that wages paid to workers employed in connection therewith have been paidthe performance of Construction Contracts be paid at a rate not less than the Prevailing Wage Rate. Notwithstanding the foregoing, such certificate shall the Borrower’s Completion Certificate may state that it is given without prejudice to any rights against third parties which exist at the date of such certificate the Borrower’s Completion Certificate or which may subsequently come into being. Forthwith upon completion of the acquisition, construction, improving, and equipping of the Project, the Company agrees to cause such certificate to be furnished to the Issuer and the Trustee. Upon receipt of such certificate, the Trustee shall retain Any amount remaining in the Project Fund a sum equal Escrow Account on the Completion Date (except for amounts therein sufficient to the amounts necessary for payment of the Costs cover costs of the Project not then due and payable according to such certificate. If any such amounts so retained are or not subsequently used, prior to any transfer of said amounts to then paid) shall be used upon the Bond Fund as provided below, the Trustee shall give notice to the Company written instructions of the failure Borrower or the Authority by the Escrow Agent to apply said make prepayments of principal only on the Note in accordance with its terms, without premium or penalty, and following such date the Borrower shall not permit such funds for payment of the Costs of the Project. Any amount not to be retained in invested at a yield materially higher than the Project Fund for payment of the Costs of the Project, and all amounts so retained but not subsequently used, shall be transferred by the Trustee into the Bond Fund. (b) If at least ninety-five percent (95%) of the Net Proceeds of the Bonds have not been used to pay Qualified Project Costs, any amount (exclusive of amounts retained by the Trustee in the Project Fund for payment of Costs of the Project not then due and payable) remaining in the Project Fund shall be transferred by the Trustee into the Bond Fund and used by the Trustee (i) to redeem, or to cause the redemption of, Bonds yield on the earliest redemption date permitted by the Indenture without a premium, or (ii) for any other purpose, provided that the Trustee is furnished with an opinion of Bond Counsel to the effect that such use is lawful under the Act and will not require that interest on the Bonds be included in gross income for federal income tax purposes. Until used for one or more of the foregoing purposes, such segregated amount may be invested as permitted by the Indenture provided that prior to any such investment the Trustee is provided with an opinion of Bond Counsel to the effect that such investment will not require that interest on the Bonds be included in gross income for federal income tax purposesBonds.

Establishment of Completion Date. (a) The Provision of the Project involves the acquisition of an existing building on leased land and the renovation and equipping of said building. If applicable as hereinafter provided, the Completion Date shall occur not later than one (1) year after any damage or destruction to the Project if the Project is to be restored or rebuilt, and shall be evidenced to the Issuer Director and to the Trustee by a certificate signed by the Authorized Company Representative stating (i) the Completion Date, (ii) that all licenses and approvals, including a Company Representativecertificate of occupancy, as attached as Exhibit C hereto stating for the Project required by any Governmental Authority have been obtained, (iii) that, except for amounts retained by the Trustee at in the Company’s direction to pay any Cost Project Fund for Allowable Costs of the Project not then due and payable, (i) construction Provision of the Project has been completed in accordance with the Plans and Specifications and all costs of labor, services, materials and supplies used in such construction Provision of the Project have been paidpaid for, (ii) all equipment for the Project has been installed, such equipment so installed is suitable and sufficient for the operation of the Project, and all costs and expenses incurred in the acquisition and installation of such equipment have been paid, and (iiiiv) all other facilities necessary in connection with the Project have been acquired, constructed, improved, acquired and equipped installed in accordance with the plans and specifications therefor and all costs and expenses incurred in connection therewith have been paid, (v) the Project Facilities and all other facilities necessary in connection with the Project have been constructed, acquired or installed, as the case may be, in such manner as to conform to all applicable zoning, planning, building, environmental and other regulations of the Governmental Authorities; provided that if any part of the construction or installation does not conform to such regulation, the certificate shall describe any such non-conformities and the actions being taken to remedy them, (vi) the Project Equipment, if any, (which shall be described in an exhibit attached to said certificate) has been installed to the Company's satisfaction, and as so installed is suitable and sufficient for the efficient operation of the Project for the Project Purposes, and (vii) all materially significant disputes, controversies or claims arising out of or in connection with the Provision of the Project have been resolved, satisfied or paid in full, as the case may be, except as otherwise disclosed in the certificate. 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. Forthwith upon completion of the acquisition, construction, improving, and equipping of the Project, the The Company agrees to cause such certificate to be furnished shall also deliver to the Issuer Director and the Trustee. Upon receipt of such certificate, to the Trustee shall retain a Final Cost Certification and completed forms AIA-G-702 and AIA-G-703. Any amount remaining in the Project Fund a sum equal on the Completion Date, except for amounts which the Authorized Company Representative certifies to the amounts necessary for payment of the Costs of the Project not then due and payable according to such certificate. If any such amounts so retained are not subsequently used, prior to any transfer of said amounts to the Bond Fund Trustee as provided below, the Trustee shall give notice to the Company of the failure to apply said funds for payment of the Costs of the Project. Any amount not to be retained in the Project Fund for payment of the Costs of the Project, and all amounts so retained but not subsequently used, shall be transferred by the Trustee into the Bond Fund. (b) If at least ninety-five percent (95%) of the Net Proceeds of the Bonds have not been used being required to pay Qualified Project Costs, any amount (exclusive of amounts retained by the Trustee in the Project Fund for payment of Allowable Costs of the Project not then due and payable) remaining in the Project Fund , shall be transferred by the Trustee into the Bond Fund and used by the Trustee (i) to redeem, or to cause the redemption of, Bonds on the earliest redemption date permitted by the Indenture without a premium, or (ii) for any other purpose, provided that the Trustee is furnished with an opinion of Bond Counsel to the effect that such use is lawful under the Act and will not require that interest on the Bonds be included in gross income for federal income tax purposes. Until used for one or more of the foregoing purposes, such segregated amount may be invested as permitted by the Indenture provided that prior to any such investment the Trustee is provided with an opinion of Bond Counsel to the effect that such investment will not require that interest on the Bonds be included in gross income for federal income tax purposesCollateral Proceeds Account.

Establishment of Completion Date. (a) The Completion Date for the 2003 Facility and any Additional Facilities, to the extent applicable, shall be evidenced to the Trustee and the Credit Facility Provider by the Borrower’s delivery to the Trustee, the Issuer and the Trustee by Credit Facility Provider of a certificate signed by a Company Representative, as Completion Certificate (appropriately completed) substantially in the form attached to this Loan Agreement as Exhibit C hereto stating thatA and made a part hereof. Upon receipt of a Completion Certificate for the 2003 Facility and any Additional Facilities, except the Trustee shall apply any Excess Bond Proceeds remaining in the Facility Fund with respect thereto, other than moneys necessary for amounts retained the payment of Facility Costs incurred by the Trustee at the Company’s direction to pay any Cost of the Project Borrower but not then due and or payable, (i) construction as provided in Section 5.5 of the Project has been completed and all costs Indenture. With respect to Excess Bond Proceeds remaining in the Facility Fund after the Completion Date, the Borrower shall direct the Trustee in writing (a) to apply such Excess Bond Proceeds to redeem Bonds of laborthe Series from which the Excess Bond Proceeds derive pursuant to Section 5.5 of the Indenture, servicesor (b) to apply such Excess Bond Proceeds to purchase Bonds Tendered or Deemed Tendered for Purchase. If any portion of such Excess Bond Proceeds aggregating less than an Authorized Denomination is not used to redeem or purchase Bonds as provided in the preceding sentence or to pay the Borrower’s reimbursement obligations to the Credit Facility Provider to the extent of drawings paid by the Credit Facility Provider to redeem or purchase Bonds as provided in the preceding sentence, materials and supplies used within 12 months of being deposited in such construction have been paidthe Principal Account or the Purchase Account, (ii) all equipment for as the Project has been installedcase may be, such equipment so installed is suitable and sufficient for the operation Excess Bond Proceeds shall be applied as provided in Section 5.5 of the Project, and all costs and expenses incurred in the acquisition and installation of such equipment have been paid, and (iii) all other facilities necessary in connection with the Project have been acquired, constructed, improved, and equipped and all costs and expenses incurred in connection therewith have been paidIndenture. Notwithstanding the foregoing, such certificate the Completion Certificate shall state that it is given without prejudice to any rights against third parties which exist at the date of such certificate the Completion Certificate or which may subsequently come into being. Forthwith upon completion It shall be the duty of the acquisition, construction, improving, and equipping of the Project, the Company agrees Borrower to cause such certificate the Completion Certificates to be furnished as soon as the acquisition of the 2003 Facility and any Additional Facilities, to the Issuer and the Trustee. Upon receipt of such certificate, the Trustee shall retain in the Project Fund a sum equal to the amounts necessary for payment of the Costs of the Project not then due and payable according to such certificate. If any such amounts so retained are not subsequently used, prior to any transfer of said amounts to the Bond Fund as provided below, the Trustee shall give notice to the Company of the failure to apply said funds for payment of the Costs of the Project. Any amount not to be retained in the Project Fund for payment of the Costs of the Project, and all amounts so retained but not subsequently usedextent applicable, shall be transferred by the Trustee into the Bond Fundhave been completed. (b) If at least ninety-five percent (95%) of the Net Proceeds of the Bonds have not been used to pay Qualified Project Costs, any amount (exclusive of amounts retained by the Trustee in the Project Fund for payment of Costs of the Project not then due and payable) remaining in the Project Fund shall be transferred by the Trustee into the Bond Fund and used by the Trustee (i) to redeem, or to cause the redemption of, Bonds on the earliest redemption date permitted by the Indenture without a premium, or (ii) for any other purpose, provided that the Trustee is furnished with an opinion of Bond Counsel to the effect that such use is lawful under the Act and will not require that interest on the Bonds be included in gross income for federal income tax purposes. Until used for one or more of the foregoing purposes, such segregated amount may be invested as permitted by the Indenture provided that prior to any such investment the Trustee is provided with an opinion of Bond Counsel to the effect that such investment will not require that interest on the Bonds be included in gross income for federal income tax purposes.

Establishment of Completion Date. (a) The Completion Date shall be evidenced to the Issuer and the Trustee by a certificate delivery of the Completion Certificate in the form attached as Exhibit "D" hereto, signed by a Company Representative, as attached as Exhibit C hereto Representative stating that, except for amounts retained by the Trustee at the Company’s 's direction to pay any Cost of the Project not then due and payable, (i) construction rehabilitation of the Project has been completed and all costs of labor, services, materials and supplies used in connection with such construction rehabilitation have been paid, (ii) all equipment for the Project has been installed, such equipment so installed is suitable and sufficient for the operation of the Project, and all costs and expenses incurred in the acquisition and installation of such equipment have been paid, and (iii) all other facilities necessary in connection with the Project have been acquired, constructedrehabilitated, improved, furnished and equipped 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. Forthwith upon completion of the acquisition, constructionrehabilitation, improving, furnishing and equipping of the Project, the Company agrees to cause such certificate to be furnished to the Issuer and the Trustee. Upon receipt of such certificate, the Trustee shall retain in the Project Construction Fund a sum equal to the amounts necessary for payment of the Costs of the Project not then due and payable according to such certificate. If any such amounts so retained are not subsequently used, prior to any transfer of said amounts to the Bond Fund as provided below, the Trustee shall give notice to the Company of the failure to apply said funds for payment of the Costs of the Project. Any amount not to be retained in the Project Construction Fund for payment of the Costs of the Project, and all amounts so retained but not subsequently used, shall be transferred by the Trustee into the Bond Fund. (b) If at least ninety-five percent (95%) of the Net Proceeds of the Bonds have not been used to pay Qualified Project Costs, any amount (exclusive of amounts retained by the Trustee in the Project Fund for payment of Costs of the Project not then due and payable) remaining in the Project Fund shall be transferred by the Trustee into the Bond Fund and used by the Trustee (i) to redeem, or to cause the redemption of, Bonds on the earliest redemption date permitted by the Indenture without a premium, or (ii) for any other purpose, provided that the Trustee is furnished with an opinion of Bond Counsel to the effect that such use is lawful under the Act and will not require that interest on the Bonds be included in gross income for federal income tax purposes. Until used for one or more of the foregoing purposes, such segregated amount may be invested as permitted by the Indenture provided that prior to any such investment the Trustee is provided with an opinion of Bond Counsel to the effect that such investment will not require that interest on the Bonds be included in gross income for federal income tax purposes.

Establishment of Completion Date. (a) The Project shall be completed not later than ____ __, 2022. Completion Date of the Project shall be evidenced by delivery to the Issuer Authority and the Trustee by a certificate of the Company’s Completion Certificate (attached hereto as Exhibit E) signed by a Company RepresentativeRepresentative stating the date of completion of the Project and that, as attached as Exhibit C hereto stating thatof such date, except for amounts retained by the Trustee at the Company’s direction to pay for any Project Cost of the Project not then due and payable or, if due and payable, not then paid: (i) construction that portion of the Project has Facilities to be financed with the proceeds of the Bonds have been completed and completed; (ii) the cost of all costs of labor, services, materials and supplies used in such construction the Project have been paid, (ii) all equipment or will be paid from amounts retained by the Trustee at the Company’s direction for any cost of the Project has Facilities not then due and payable or, if due and payable, not then paid; (iii) the Project Facilities have been installedinstalled to the Company’s satisfaction, such equipment Project Facilities so installed is are suitable and sufficient for the efficient operation of the Project, Project for the intended purposes and all costs and expenses incurred in the acquisition and installation of such equipment have been paid, and (iii) all other facilities necessary in connection with or will be paid from amounts retained by the Project have been acquired, constructed, improved, and equipped 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 Trustee at the date of such certificate or which may subsequently come into being. Forthwith upon completion of the acquisition, construction, improving, and equipping of the Project, the Company agrees to cause such certificate to be furnished to the Issuer and the Trustee. Upon receipt of such certificate, the Trustee shall retain in the Project Fund a sum equal to the amounts necessary Company’s direction for payment of the Costs any cost of the Project not then due and payable according or, if due and payable, not then paid; (iv) the Project Facilities are being operated as an authorized “project” under the Act and substantially as proposed in the Application; and (v) the Company has required in all Construction Contracts that wages paid to workers employed in the performance of such certificateConstruction Contracts be paid, or determined that such workers were paid, at a rate not less than the Prevailing Wage Rate. If any Upon receipt of such amounts so retained are not subsequently used, prior to any transfer of said amounts to certificate by the Bond Fund as provided belowTrustee, the Company shall direct the Trustee shall give notice in writing to transfer any amounts remaining in the Company Project Fund (except for amounts therein sufficient to cover costs of the failure to apply said funds for payment of Project not then due and payable or not then paid or the Costs of the Project. Any amount not holdback required to be retained in the Project Fund for pursuant to the Affirmation Action Regulations) to the Redemption Fund. Amounts transferred into the Redemption Fund hereunder shall be used to prepay the amounts payable hereunder prior to the full payment of the Costs of Bonds and to redeem the Project, and all amounts so retained but not subsequently used, shall be transferred by the Trustee into the Bond Fund. (b) If at least ninety-five percent (95%) of the Net Proceeds of the Bonds have not been used to pay Qualified Project Costs, any amount (exclusive of amounts retained by the Trustee in the Project Fund for payment of Costs of the Project not then due and payable) remaining in the Project Fund shall be transferred by the Trustee into the Bond Fund and used by the Trustee (i) to redeem, or to cause the redemption of, Bonds on the earliest next succeeding redemption date permitted by on which the Indenture Bonds can be redeemed without a penalty or premium, or (ii) for any other purpose, provided that the Trustee is furnished with an opinion of Bond Counsel pursuant to the effect that such use is lawful under Indenture. The Company shall not cause amounts held in the Act and will not require that interest Redemption Fund to be invested at a Yield materially higher than the Yield on the Bonds be included in gross income for federal income tax purposes. Until used for one or more of the foregoing purposes, such segregated amount may be invested as permitted by the Indenture provided that prior to any such investment the Trustee is provided with an opinion of Bond Counsel to the effect that such investment will not require that interest on the Bonds be included in gross income for federal income tax purposesSeries 2019 Bonds.

Establishment of Completion Date. (a) The Completion Date shall be evidenced to the Issuer and the Trustee by a certificate signed by a Company Representative, as attached as Exhibit C hereto Representative stating that, except for amounts retained by the Trustee at the Company’s direction to pay any Cost of the Project not then due and payable, (i) construction of the Project has been completed and all costs of labor, services, materials and supplies used in such construction have been paid, (ii) all equipment for the Project has been installed, such equipment so installed is suitable and sufficient for the operation of the Project, and all costs and expenses incurred in the acquisition and installation of such equipment have been paid, and (iii) all other facilities necessary in connection with the Project have been acquired, constructed, improved, constructed and equipped 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. Forthwith upon completion of the acquisition, construction, improving, construction and equipping installation of the Project, the Company agrees to cause such certificate to be furnished to the Issuer and the Trustee. Upon receipt of such certificate, the Trustee shall retain in the Project Fund a sum equal to the amounts necessary for payment of the Costs of the Project not then due and payable according to such certificate. If any such amounts so retained are not subsequently used, prior to any transfer of said amounts to the General Account of the Bond Fund as provided below, the Trustee shall give notice to the Company of the failure to apply said funds for payment of the Costs of the Project. Any amount not to be retained in the Project Fund for payment of the Costs of the Project, and all amounts so retained but not subsequently used, shall be transferred by the Trustee into the General Account of the Bond Fund. (b) If If, upon the Completion Date, at least ninety-five percent (95%) of the Net Proceeds of the Bonds have not been used to pay Qualified Project Costs, any amount (exclusive of amounts retained by the Trustee in the Project Fund for payment of Costs of the Project not then due and payable) remaining in the Project Fund shall be transferred by the Trustee into the General Account of the Bond Fund and used by the Trustee (ia) to redeem, or to cause the redemption of, Bonds on the earliest redemption date permitted by the Indenture without a premium, (b) to purchase Bonds on the open market prior to such redemption date at prices not in excess of one hundred percent (100%) of the principal amount of such Bonds, or (iic) for any other purpose, purpose provided that the Trustee is furnished with an opinion of Bond Counsel to the effect that such use is lawful under the Act and will not require that interest on the Bonds be included in gross income for federal income tax purposes. Until used for one or more of the foregoing purposes, such segregated amount may be invested as as. permitted by the Indenture provided that prior to any such investment the Trustee is provided with an opinion of of. Bond Counsel to the effect that such investment will not require that interest on the Bonds be included in gross income for federal income tax purposes.

Establishment of Completion Date. (a) The Completion Date shall be evidenced to the Issuer and the Trustee by (a) a certificate signed by a an Authorized Company Representative, as attached as Exhibit C hereto Representative stating that, except for amounts retained by the Trustee at the Company’s direction to pay for any Cost of the Project not then due and payable, (i) acquisition and construction of the Project has been substantially completed and all costs of labor, services, materials materials, and supplies used in such acquisition and construction have been paid, except for punch list items, for which adequate reserves shall have been established (ii) all equipment for the Project has been installedinstalled to Company’s satisfaction, such equipment so installed is suitable and sufficient for the operation of the Project, and substantially all costs and expenses incurred in the acquisition and installation of such equipment have been paid, except to the extent any such equipment is Leased Equipment, and (iii) all other facilities necessary in connection with the Project have been acquired, constructed, improved, and equipped and all costs and expenses incurred in connection therewith have been paidpaid and (b) a certificate signed by an Authorized Company Representative stating that the Project has been substantially completed in accordance with all plans and specifications for the Project and to the best knowledge of the Authorized Company Representative, after inquiry of the Project’s architect, the Project complies with all applicable federal, State, and local laws, regulations, and other governmental requirements (including, without limitation, the federal Americans with Disabilities Act). Notwithstanding the foregoing, such the certificate required by clause (a) above 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. Forthwith upon substantial completion of the acquisition, construction, improving, and equipping of the Project, the Company agrees to cause such certificate certificates to be furnished to the Issuer and the Trustee. Upon receipt of such certificate, the Trustee shall retain Any moneys in the Project Construction Fund a sum equal to remaining after the amounts necessary Completion Date and payment, or provision for payment payment, of the Costs costs of financing the Project described above, at the direction of the Project not then due Authorized Company Representative, promptly, and payable according in all events on or before July 1, 1998, shall be: (i) used to acquire, construct, equip and install such certificate. If any such amounts so retained are not subsequently used, prior to any transfer of said amounts to the Bond Fund as provided below, the Trustee shall give notice to the Company of the failure to apply said funds for payment of the Costs of the Project. Any amount not to be retained additional real or personal property in the Project Fund for payment of the Costs of connection with the Project, in accordance with the applicable provisions of the Code (including the public notice requirements therein), as is designated by the Authorized Company Representative and all amounts so retained but not subsequently usedthe acquisition, construction, equipping and installation of which will be permitted under the Act, provided that any such use shall be transferred accompanied by evidence satisfactory to the Trustee into that the Bond Fund. (b) If at least ninety-five percent (95%) average reasonably expected economic life of such additional property, together with the other property theretofore acquired with the proceeds of the Net Proceeds Bonds, will not be less than 5/6ths of the average maturity of the Bonds have or, if such evidence is not been used to pay Qualified Project Costspresented with the direction, any amount (exclusive of amounts retained by the Trustee in the Project Fund for payment of Costs of the Project not then due and payable) remaining in the Project Fund shall be transferred by the Trustee into the Bond Fund and used by the Trustee (i) to redeem, or to cause the redemption of, Bonds on the earliest redemption date permitted by the Indenture without a premium, or (ii) for any other purpose, provided that the Trustee is furnished with an opinion of Bond Counsel to the effect that the acquisition of such use is lawful under the Act and additional property will not require that result in the interest on the Bonds be included in gross income for becoming subject to federal income tax purposes. Until taxation, and provided further that any such additional real or personal property shall be Mortgaged Property or Collateral, as applicable, pursuant to the terms of this Loan Agreement and the Indenture; (ii) used for one or more to redeem Bonds in accordance with the terms of the Indenture; or (iii) used to accomplish a combination of the foregoing purposesas is provided in that direction. Any amounts transferred from the Construction Fund to the Bond Fund shall be treated as a separate, such segregated amount restricted fund within the Bond Fund and may be invested as and reinvested at the written direction of the Authorized Company Representative by Trustee only in investments designated by the Authorized Company Representative and permitted by the Indenture provided that prior to any Indenture. The Authorized Company Representative shall in no event direct such investment such that the Yield on such investments would, in the aggregate, be in excess of the Yield on the Bonds. Trustee is provided with an opinion of Bond Counsel shall, to the effect extent of the funds available, apply such transferred funds to the redemption of Bonds (not including interest, except to the extent that such investment will not require that funds so transferred from the Construction Fund to the Bond Fund constitute interest earned on funds in the Construction Fund, which funds so constituting interest earned shall be applied to the payment of principal of or interest earned on the Bonds be included as the Authorized Company Representative shall direct as and to the extent provided in gross income for federal income tax purposesSection 5.8 of this Loan Agreement) on the earliest date that such Bonds are subject to redemption in accordance with and in the manner provided in the Indenture.

Establishment of Completion Date. (a) The Completion Date shall be evidenced to the Issuer and Trustee mad the Trustee Credit Provider by a certificate signed by a Company Representative, as attached as Exhibit C hereto stating that, except for amounts retained by the Trustee at the Company’s direction to pay any Cost of the Project not then due and payable, (i) construction of the Project has been completed and all costs of labor, services, materials and supplies used in such construction have been paid, (ii) all equipment for the Project has been installed, such equipment so installed is suitable and sufficient for the operation of the Project, and all costs and expenses incurred Borrower Representative substantially in the acquisition and installation of such equipment have been paid, and (iii) all other facilities necessary form set forth in connection with the Project have been acquired, constructed, improved, and equipped and all costs and expenses incurred in connection therewith have been paidExhibit B hereto. Notwithstanding the foregoing, such certificate shall 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. Forthwith upon completion It shall be the duty of the acquisition, construction, improving, and equipping of the Project, the Company agrees Borrower to cause such certificate to be furnished to the Issuer Trustee and the TrusteeCredit Provider within sixty (60) days after the Project shall have been completed. Upon receipt of such certificate, the Trustee shall retain Moneys (including investment proceeds) remaining in the Project Fund a sum equal on the date of such certificate may be used, at the direction of the Borrower Representative with the consent of the Credit Provider, to the amounts necessary extent indicated, for payment one or more of the Costs following purposes: (1) for the payment, in accordance with the provisions of this Agreement, of any Cost of the Project not then due and payable according to such theretofore paid, as specified in the above-mentioned completion certificate. If any such amounts so retained are not subsequently used, prior to any or (2) for transfer of said amounts to the Bond Fund as provided belowFund, but only if, and to the extent that, the Trustee shall give notice and the Issuer have been furnished with an opinion of Bond Counsel to the Company effect that such transfer is lawful under the Act and does not adversely affect the exclusion from Federal gross income of interest on any of the failure to apply said funds for payment of the Costs of the ProjectSeries 2007A Bonds. Any amount not to be retained moneys (including investment proceeds) remaining in the Project Fund for payment on the date of the Costs of aforesaid certificate and not set aside for the Project, and all amounts so retained but not subsequently used, shall be transferred by the Trustee into the Bond Fund. (b) If at least ninety-five percent (95%) of the Net Proceeds of the Bonds have not been used to pay Qualified Project Costs, any amount (exclusive of amounts retained by the Trustee in the Project Fund for payment of Costs of the Project not then due as specified in (1) above or transferred to the Bond Fund pursuant to (2) above shall on such date be deposited by the Trustee in a separate escrow account and payableused to pay all or part of the redemption price of Bonds at the earliest redemption date or dates on which Bonds may be redeemed without the payment of a premium or, at the option of the Borrower, with the consent of the Credit Provider, at an earlier redemption date or dates; provided that, until so used such moneys may also be used, at the direction of the Borrower Representative, with the consent of the Credit Provider, for one or more of the following purposes: (a) remaining to pay all or part of the price of purchasing Bonds on tender, in the open market or at private sale, at a purchase price not in excess of 100% of the principal amount of such Bonds plus accrued interest to the date of such purchase for the purpose of cancellation; (b) for the payment of qualifying costs of any additional improvements to be installed or constructed on the Project Fund site, provided that such use of funds is permitted under the Act; or (c) for any other purpose permitted by the Act; provided, that the earnings on the investment of the moneys on deposit in such escrow account shall be transferred by on each interest payment date on the Trustee into Bonds to the Bond Fund and shall be used by to pay interest on the Bonds coming due on each interest payment date on the Bonds (or to reimburse the Credit Provider for draws under the Letter of Credit to pay interest on the Bonds), but no moneys on deposit in such escrow account may be used for any of the purposes specified in this paragraph (including the redemption of Bonds) unless and until the Trustee (i) to redeem, or to cause and the redemption of, Bonds on the earliest redemption date permitted by the Indenture without a premium, or (ii) for any other purpose, provided that the Trustee is Issuer have been furnished with an opinion of Bond Counsel to the effect that such use is lawful under the Act and will does not require that interest on adversely affect the Bonds be included in exclusion from gross income for federal Federal income tax purposes. Until purposes of the interest on any of the Series 2007A Bonds; and provided further that, until used for one or more of the foregoing purposes, moneys on deposit in such segregated amount escrow account may be invested as permitted in investments authorized by Section 4.4 of this Agreement, but may not be invested to produce a yield on such moneys (computed from the Indenture provided that prior to Completion Date and taking into account any investment of such investment moneys during the Trustee is provided with an opinion of Bond Counsel to period from the effect that Completion Date until such investment will not require that interest moneys were deposited in such escrow account) greater than the yield on the Bonds from which such proceeds were derived, all as such terms are used in and determined in accordance with the code and regulations promulgated thereunder. In the event the moneys in the Project Fund available for payment of the Costs of the Project should not be included sufficient to pay the costs thereof in gross income full, the Borrower agrees, to pay directly, or to deposit in the Project Fund moneys sufficient to pay, the costs of completing the Project as may be in excess of the moneys available therefor in the Project Fund. THE ISSUER DOES NOT MAKE ANY WARRANTY, EITHER EXPRESS OR IMPLIED, THAT THE MONEYS WHICH WILL BE PAID INTO THE PROJECT FUND AND WHICH, UNDER THE PROVISIONS OF THIS AGREEMENT, WILL BE AVAILABLE FOR PAYMENT OF THE COSTS OF THE PROJECT, WILL BE SUFFICIENT TO PAY ALL THE COSTS WHICH WILL BE INCURRED IN THAT CONNECTION. The Borrower agrees that if after exhaustion of the moneys in the Project Fund the Borrower should pay or deposit moneys in the Project Fund for federal income tax purposesthe payment of any portion of the said Costs of the Project pursuant to the provisions of this Section, it shall not be entitled to any reimbursement therefor from the Issuer, the Trustee, the Credit Provider, or from the owners of any of the Bonds, nor shall the Borrower be entitled to any diminution of the amounts payable under Article V hereof.

Establishment of Completion Date. (a) The Completion Date shall be evidenced to the Issuer and the Trustee by a certificate signed by a Company Representative, as attached as Exhibit C hereto Representative stating that, except for amounts retained by the Trustee at the Company’s 's direction to pay any Cost of the Project not then due and payable, (i) construction of the Project has been substantially completed and all costs then due of labor, services, materials and supplies used in such construction have been paid, (ii) all equipment for the Project has been installed, such equipment so installed is suitable and sufficient for the operation of the Project, and all costs then due and expenses incurred in the acquisition and installation of such equipment have been paid, and (iii) all other facilities necessary in connection with the Project have been acquiredrenovated, constructedexpanded, improved, rehabilitated and equipped 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. Forthwith upon completion of the acquisitionrenovation, constructionexpansion, improving, rehabilitation and equipping of the Project, the Company agrees to cause such certificate to be furnished to the Issuer and the Trustee. Upon receipt of such certificate, the Trustee shall retain in the Project Construction Fund a sum equal to the amounts necessary for payment of the Costs of the Project not then due and payable according to such certificate. If any such amounts so retained are not subsequently used, prior to any transfer of said amounts to the General Account of the Bond Fund as provided below, the Trustee shall give notice to the Company of the failure to apply said funds for payment of the Costs of the Project. Any amount not to be retained in the Project Construction Fund for payment of the Costs of the Project, and all amounts so retained but not subsequently used, shall be transferred by the Trustee into the General Account of the Bond Fund. (b) If As of the Completion Date, if at least ninety-five percent (95%) of the Net Proceeds net proceeds of the sale of the Bonds have not been used to pay Qualified Project Costs, any amount (exclusive of amounts retained by the Trustee in the Project Construction Fund for payment of Costs of the Project not then due and payable) remaining in the Project Construction Fund shall be transferred by the Trustee into the General Account of the Bond Fund and used by the Trustee (ia) to redeem, or to cause the redemption of, Bonds on the earliest redemption date permitted by the Indenture without a premium, (b) to purchase Bonds on the open market prior to such redemption date at prices not in excess of one hundred percent (100%) of the principal amount of such Bonds, or (iic) for any other purpose, purpose provided that the Trustee is furnished with an opinion of Bond Counsel to the effect that such use is lawful under the Act and will not require that interest on the Bonds be included in gross income for federal income tax purposes. Until used for one or more of the foregoing purposes, such segregated amount may be invested as permitted by the Indenture provided that prior to any such investment the Trustee is provided with an opinion of Bond Counsel to the effect that such investment will not require that interest on the Bonds be included in gross income for federal income tax purposes.

Establishment of Completion Date. (a) The Completion Date shall be evidenced to the Issuer and the Trustee by (a) a certificate signed by a an Authorized Company Representative, as attached as Exhibit C hereto Representative stating that, except for amounts retained by the Trustee at the Company’s direction to pay for any Cost of the Project not then due and payable, (i) acquisition and construction of the Project has been substantially completed and all costs of labor, services, materials materials, and supplies used in such acquisition and construction have been paid, except for punch list items, for which adequate reserves shall have been established (ii) all equipment for the Project has been installedinstalled to Company’s satisfaction, such equipment so installed is suitable and sufficient for the operation of the Project, and substantially all costs and expenses incurred in the acquisition and installation of such equipment have been paid, except to the extent any such equipment is Leased Equipment, and (iii) all other facilities necessary in connection with the Project have been acquired, constructed, improved, and equipped and all costs and expenses incurred in connection therewith have been paidpaid and (b) a certificate signed by an Authorized Company Representative stating that the Project has been substantially completed in accordance with all plans and specifications for the Project and to the best knowledge of the Authorized Company Representative, after inquiry of the Project’s architect, the Project complies with all applicable federal, State, and local laws, regulations, and other governmental requirements (including, without limitation, the federal Americans with Disabilities Act). Notwithstanding the foregoing, such the certificate required by clause (a) above 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. Forthwith upon substantial completion of the acquisition, construction, improving, and equipping of the Project, the Company agrees to cause such certificate certificates to be furnished to the Issuer and the Trustee. Upon receipt of such certificate, the Trustee shall retain Any moneys in the Project Construction Fund a sum equal to remaining after the amounts necessary Completion Date and payment, or provision for payment payment, of the Costs costs of financing the Project described above, at the direction of the Project not then due Authorized Company Representative, promptly, and payable according in all events on or before June 1, 1998, shall be: (i) used to acquire, construct, equip and install such certificate. If any such amounts so retained are not subsequently used, prior to any transfer of said amounts to the Bond Fund as provided below, the Trustee shall give notice to the Company of the failure to apply said funds for payment of the Costs of the Project. Any amount not to be retained additional real or personal property in the Project Fund for payment of the Costs of connection with the Project, in accordance with the applicable provisions of the Code (including the public notice requirements therein), as is designated by the Authorized Company Representative and all amounts so retained but not subsequently usedthe acquisition, construction, equipping and installation of which will be permitted under the Act, provided that any such use shall be transferred accompanied by evidence satisfactory to the Trustee into that the Bond Fund. (b) If at least ninety-five percent (95%) average reasonably expected economic life of such additional property, together with the other property theretofore acquired with the proceeds of the Net Proceeds Bonds, will not be less than 5/6ths of the average maturity of the Bonds have or, if such evidence is not been used to pay Qualified Project Costspresented with the direction, any amount (exclusive of amounts retained by the Trustee in the Project Fund for payment of Costs of the Project not then due and payable) remaining in the Project Fund shall be transferred by the Trustee into the Bond Fund and used by the Trustee (i) to redeem, or to cause the redemption of, Bonds on the earliest redemption date permitted by the Indenture without a premium, or (ii) for any other purpose, provided that the Trustee is furnished with an opinion of Bond Counsel to the effect that the acquisition of such use is lawful under the Act and additional property will not require that result in the interest on the Bonds be included in gross income for becoming subject to federal income tax purposes. Until taxation, and provided further that any such additional real or personal property shall be Mortgaged Property or Collateral, as applicable, pursuant to the terms of this Loan Agreement and the Indenture; (ii) used for one or more to redeem Bonds in accordance with the terms of the Indenture; or (iii) used to accomplish a combination of the foregoing purposesas is provided in that direction. Any amounts transferred from the Construction Fund to the Bond Fund shall be treated as a separate, such segregated amount restricted fund within the Bond Fund and may be invested as and reinvested at the written direction of the Authorized Company Representative by Trustee only in investments designated by the Authorized Company Representative and permitted by the Indenture provided that prior to any Indenture. The Authorized Company Representative shall in no event direct such investment such that the Yield on such investments would, in the aggregate, be in excess of the Yield on the Bonds. Trustee is provided with an opinion of Bond Counsel shall, to the effect extent of the funds available, apply such transferred funds to the redemption of Bonds (not including interest, except to the extent that such investment will not require that funds so transferred from the Construction Fund to the Bond Fund constitute interest earned on funds in the Construction Fund, which funds so constituting interest earned shall be applied to the payment of principal of or interest earned on the Bonds be included as the Authorized Company Representative shall direct as and to the extent provided in gross income for federal income tax purposesSection 5.8 of this Loan Agreement) on the earliest date that such Bonds are subject to redemption in accordance with and in the manner provided in the Indenture.

Establishment of Completion Date. (a) The Completion Date shall be evidenced to the Issuer and the Trustee by (a) a certificate signed by a an Authorized Company Representative, as attached as Exhibit C hereto Representative stating that, except for amounts retained by the Trustee at the Company’s direction to pay for any Cost of the Project not then due and payable, (i) acquisition and construction of the Project has been substantially completed and all costs of labor, services, materials materials, and supplies used in such acquisition and construction have been paid, except for punch list items, for which adequate reserves shall have been established (ii) all equipment for the Project has been installedinstalled to Company’s satisfaction, such equipment so installed is suitable and sufficient for the operation of the Project, and substantially all costs and expenses incurred in the acquisition and installation of such equipment have been paid, and (iii) all other facilities necessary in connection with the Project have been acquired, constructed, improved, and equipped and all costs and expenses incurred in connection therewith have been paidpaid and (b) certificate signed by an Authorized Company Representative stating that the Project has been substantially completed in accordance with all plans and specifications for the Project and complies with all applicable federal, State, and local laws, regulations, and other governmental requirements (including, without limitation, the federal Americans with Disabilities Act) . Notwithstanding the foregoing, such the certificate required by clause (a) above 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. Forthwith upon substantial completion of the acquisition, construction, improving, and equipping of the Project, the Company agrees to cause such certificate certificates to be furnished to the Issuer and the Trustee. Upon receipt of such certificate, the Trustee shall retain Any moneys in the Project Construction Fund a sum equal to remaining after the amounts necessary Completion Date and payment, or provision for payment payment, of the Costs costs of financing the Project described above, at the direction of the Project not then due Authorized Company Representative, promptly, and payable according in all events on or before April 27, 1998, shall be: (i) used to acquire, construct, equip and install such certificate. If any such amounts so retained are not subsequently used, prior to any transfer of said amounts to the Bond Fund as provided below, the Trustee shall give notice to the Company of the failure to apply said funds for payment of the Costs of the Project. Any amount not to be retained additional real or personal property in the Project Fund for payment of the Costs of connection with the Project, in accordance with the applicable provisions of the Code (including the public notice requirements therein) , as is designated by the Authorized Company Representative and all amounts so retained but not subsequently usedthe acquisition, construction, equipping and installation of which will be permitted under the Act, provided that any such use shall be transferred accompanied by evidence satisfactory to the Trustee into that the Bond Fund. (b) If at least ninety-five percent (95%) average reasonably expected economic life of such additional property, together with the other property theretofore acquired with the proceeds of the Net Proceeds Bonds, will not be less than 5/6ths of the average maturity of the Bonds have or, if such evidence is not been used to pay Qualified Project Costspresented with the direction, any amount (exclusive of amounts retained by the Trustee in the Project Fund for payment of Costs of the Project not then due and payable) remaining in the Project Fund shall be transferred by the Trustee into the Bond Fund and used by the Trustee (i) to redeem, or to cause the redemption of, Bonds on the earliest redemption date permitted by the Indenture without a premium, or (ii) for any other purpose, provided that the Trustee is furnished with an opinion of Bond Counsel to the effect that the acquisition of such use is lawful under the Act and additional property will not require that result in the interest on the Bonds be included in gross income for becoming subject to federal income tax purposes. Until taxation, and provided further that any such additional real or personal property shall be Mortgaged Property or Collateral, as applicable, pursuant to the terms of this Lease Agreement and Indenture; (ii) used for one or more to redeem Bonds in accordance with the terms of the Indenture; or (iii) used to accomplish a combination of the foregoing purposesas is provided in that direction. Any amounts transferred from the Construction Fund to the Bond Fund shall be treated as a separate, such segregated amount restricted fund within the Bond Fund and may be invested as and reinvested at the written direction of the Authorized Company Representative by Trustee only in investments designated by the Authorized Company Representative and permitted by the Indenture provided that prior to any Indenture. The Authorized Company Representative shall in no event direct such investment such that the Yield on such investments would be in excess of the Yield on the Bonds. Trustee is provided with an opinion of Bond Counsel shall, to the effect extent of the funds available, apply such transferred funds to the redemption of Bonds (not including interest) on the earliest date that such investment will not require that interest on Bonds are subject to redemption in accordance with and in the Bonds be included manner provided in gross income for federal income tax purposesthe Indenture.

Establishment of Completion Date. (a) The Completion Date as to the Project shall be evidenced to the Issuer and the Trustee by a certificate signed by a Company Representative, as attached as Exhibit C hereto Representative stating that, except for amounts retained by the Trustee at the Company’s 's direction to pay any Cost of the Project not then due and payable, (i) construction of the Project has been completed and all costs of labor, services, materials and supplies used in such construction have been paid, (ii) all equipment for the Project has been installed, such equipment so installed is suitable and sufficient for the operation of the Project, and all costs and expenses incurred in the acquisition and installation of such equipment have been paid, and (iii) all other facilities necessary in connection with the Project have been acquired, constructed, improved, and equipped 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. Forthwith upon completion of the acquisition, construction, improving, and equipping of the Project, the Company agrees to cause such a certificate to be furnished to the Issuer and the Trustee. Upon receipt of such certificate, the Trustee shall retain in the Project applicable account in the Construction Fund a sum equal to the amounts necessary for payment of the Costs of the Project not then due and payable according to such certificate. If any such amounts so retained are not subsequently used, prior to any transfer of said amounts to the General Account of the Bond Fund as provided below, the Trustee shall give notice to the Company of the failure to apply said funds for payment of the Costs of the Project. Any amount not to be retained in the Project Construction Fund for payment of the Costs of the Project, and all amounts so retained but not subsequently used, shall be transferred by the Trustee into the General Account of the Bond Fund. (b) If at least ninety-five percent (95%) less than Substantially All of the Net Proceeds of the Bonds have not then Outstanding has been used to pay Qualified Project Costs, any amount (exclusive of amounts retained by the Trustee in the Project applicable account in the Construction Fund for payment of Costs of the Project not then due and payable) remaining in the Project Construction Fund shall be transferred by the Trustee into the General Account of the Bond Fund and used by the Trustee (ia) to redeem, or to cause the redemption of, Bonds on the earliest redemption date permitted by the Indenture without a premium, (b) to purchase Bonds on the open market prior to such redemption date at prices not in excess of one hundred percent (100%) of the principal amount of such Bonds, or (iic) for any other purpose, purpose provided that the Trustee is furnished with an opinion of Bond Counsel to the effect that such use is lawful under the Act Act, if applicable, and will not require that interest on the Bonds be included in gross income for federal income tax purposes. Until used for one or more of the foregoing purposes, such segregated amount may be invested as permitted by the Indenture provided that prior to any such investment investment, if applicable, the Trustee is provided with an opinion of Bond Counsel to the effect that such investment will not require that cause interest on the Bonds to be included in gross income for federal income tax purposes.

Establishment of Completion Date. (a) The Completion Date shall be evidenced to the Issuer and the Trustee by a certificate signed by a Company Representative, as attached as Exhibit C hereto stating that, except for amounts retained by the Trustee at the Company’s direction to pay any Cost of the Project not then due and payable, (i) construction of the Project has been completed and all costs of labor, services, materials and supplies used in such construction have been paid, (ii) all equipment for the Project has been installed, such equipment so installed is suitable and sufficient for the operation of the Project, and all costs and expenses incurred in the acquisition and installation of such equipment have been paid, and (iii) all other facilities necessary in connection with the Project have been acquired, constructed, improved, and equipped 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. Forthwith upon completion of the acquisition, construction, improving, and equipping of the Project, the Company agrees to cause such certificate to be furnished to the Issuer and the Trustee. Upon receipt of such certificate, the Trustee shall retain in the Project Fund a sum equal to the amounts necessary for payment of the Costs of the Project not then due and payable according to such certificate. If any such amounts so retained are not subsequently used, prior to any transfer of said amounts to the General Account of the Bond Fund as provided below, the Trustee shall give notice to the Company of the failure to apply said funds for payment of the Costs of the Project. Any amount not to be retained in the Project Fund for payment of the Costs of the Project, and all amounts so retained but not subsequently used, shall be transferred by the Trustee into the General Account of the Bond Fund. (b) If at least ninety-five percent (95%) of the Net Proceeds of the Bonds have not been used to pay Qualified Project Costs, any amount (exclusive of amounts retained by the Trustee in the Project Fund for payment of Costs of the Project not then due and payable) remaining in the Project Fund shall be transferred by the Trustee into the General Account of the Bond Fund and used by the Trustee (i) to redeem, or to cause the redemption of, Bonds on the earliest redemption date permitted by the Indenture without a premium, or (ii) for any other purpose, provided that the Trustee is furnished with an opinion of Bond Counsel to the effect that such use is lawful under the Act and will not require that interest on the Bonds be included in gross income for federal income tax purposes. Until used for one or more of the foregoing purposes, such segregated amount may be invested as permitted by the Indenture provided that prior to any such investment the Trustee is provided with an opinion of Bond Counsel to the effect that such investment will not require that interest on the Bonds be included in gross income for federal income tax purposes.

Establishment of Completion Date. (a) The Completion Date as to the Project shall be evidenced to the Issuer and the Trustee by a certificate signed by a Company Representative, as attached as Exhibit C hereto Representative stating that, except for amounts retained by the Trustee at the Company’s 's direction to pay any Cost of the Project not then due and payable, (i) construction of the Project has been completed and all costs of labor, services, materials and supplies used in such construction have been paid, (ii) all equipment for the Project has been installed, such equipment so installed is suitable and sufficient for the operation of the Project, and all costs and expenses incurred in the acquisition and installation of such equipment have been paid, and (iii) all other facilities necessary in connection with the Project have been acquired, constructed, improved, and equipped 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. Forthwith upon completion of the acquisition, construction, improving, and equipping of the Project, the Company agrees to cause such a certificate to be furnished to the Issuer and the Trustee. Upon receipt of such certificate, the Trustee shall retain in the Project Construction Fund a sum equal to the amounts necessary for payment of the Costs of the Project not then due and payable according to such certificate. If any such amounts so retained are not subsequently used, prior to any transfer of said amounts to the General Account of the Bond Fund as provided below, the Trustee shall give notice to the Company of the failure to apply said funds for payment of the Costs of the Project. Any amount not to be retained in the Project Construction Fund for payment of the Costs of the Project, and all amounts so retained but not subsequently used, shall be transferred by the Trustee into the General Account of the Bond Fund. (b) If at least ninety-five percent (95%) less than Substantially All of the Net Proceeds of the Bonds have not then Outstanding has been used to pay Qualified Project Costs, any amount (exclusive of amounts retained by the Trustee in the Project Construction Fund for payment of Costs of the Project not then due and payable) remaining in the Project Fund shall be transferred by the Trustee into the Bond Fund and used by the Trustee (i) to redeem, or to cause the redemption of, Bonds on the earliest redemption date permitted by the Indenture without a premium, or (ii) for any other purpose, provided that the Trustee is furnished with an opinion of Bond Counsel to the effect that such use is lawful under the Act and will not require that interest on the Bonds be included in gross income for federal income tax purposes. Until used for one or more of the foregoing purposes, such segregated amount may be invested as permitted by the Indenture provided that prior to any such investment the Trustee is provided with an opinion of Bond Counsel to the effect that such investment will not require that interest on the Bonds be included in gross income for federal income tax purposes.Construction

Establishment of Completion Date. (a) The Completion Date of the Project and payment of the costs related to the Loan shall be evidenced by delivery to the Issuer Authority and to the Trustee by a certificate Purchaser of the Borrower’s Completion Certificate signed by a Company Representativean Authorized Borrower Representative stating the date of completion of the Project and that, as attached as Exhibit C hereto stating thatof such date, except for amounts retained by the Trustee Agent at the CompanyBorrower’s direction to pay for any Cost cost of the Project not then due and payablepayable or, if due and payable not then paid: (i) construction of the Project has been completed and completed; (ii) the cost of all costs of labor, services, materials and supplies used in such construction the Project have been paid, (ii) all equipment or will be paid from amounts retained by the Agent at the Borrower’s direction for any cost of the restoration of the Project has been installednot then due and payable or, such equipment so installed is suitable if due and sufficient for the operation of the Projectpayable, and all costs and expenses incurred in the acquisition and installation of such equipment have been not then paid, ; and (iii) all other facilities necessary in connection with the Project have been acquired, constructed, improved, is being operated as an authorized “project” under the Act and equipped and all costs and expenses incurred substantially as proposed in connection therewith have been paidthe Application. Notwithstanding the foregoing, such certificate shall the Borrower’s Completion Certificate may state that it is given without prejudice to any rights against third parties which exist at the date of such certificate the Borrower’s Completion Certificate or which may subsequently come into being. Forthwith upon completion of the acquisition, construction, improving, and equipping of the Project, the Company agrees to cause such certificate to be furnished to the Issuer and the Trustee. Upon receipt of such certificate, the Trustee shall retain Any amount remaining in the Project Fund a sum equal Escrow Accounts on the Completion Date (except for amounts therein sufficient to the amounts necessary for payment of the Costs cover costs of the Project not then due and payable according or not then paid) shall be used upon the written instructions of the Borrower by the Agent to make prepayments of principal only on the Note in accordance with its terms and following such certificatedate the Borrower shall not permit such funds to be invested at a yield materially higher than the yield on the Bonds. If any such amounts so retained are not subsequently usedNotwithstanding the foregoing, on or prior to any transfer the third (3rd) anniversary of said amounts to the Bond Fund as provided belowClosing Date, the Trustee Borrower shall give notice to the Company of the failure to apply said funds for payment of the Costs of the Project. Any amount not cause any Bond Proceeds remaining unexpended to be retained in applied to redeem the Project Fund for payment of the Costs of the Project, and all amounts so retained but not subsequently used, shall be transferred by the Trustee into the Bond FundBonds. (b) If at least ninety-five percent (95%) of the Net Proceeds of the Bonds have not been used to pay Qualified Project Costs, any amount (exclusive of amounts retained by the Trustee in the Project Fund for payment of Costs of the Project not then due and payable) remaining in the Project Fund shall be transferred by the Trustee into the Bond Fund and used by the Trustee (i) to redeem, or to cause the redemption of, Bonds on the earliest redemption date permitted by the Indenture without a premium, or (ii) for any other purpose, provided that the Trustee is furnished with an opinion of Bond Counsel to the effect that such use is lawful under the Act and will not require that interest on the Bonds be included in gross income for federal income tax purposes. Until used for one or more of the foregoing purposes, such segregated amount may be invested as permitted by the Indenture provided that prior to any such investment the Trustee is provided with an opinion of Bond Counsel to the effect that such investment will not require that interest on the Bonds be included in gross income for federal income tax purposes.

Establishment of Completion Date. (a) The Completion Date shall be evidenced to the Issuer Authority and the Trustee by a certificate signed by a Company Representative, as attached as Exhibit C hereto stating that, except for amounts retained by the Trustee at the Company’s direction to pay any Cost an Authorized Representative of the Project not then due and payable, Borrower stating in effect that (i) construction of all Property for the Project has been completed acquired and all costs of labor, services, materials and supplies used expenses incurred in connection with such construction acquisition have been paid, ; (ii) all equipment for the Project has been installed, such equipment so installed is suitable and sufficient for the operation of the Project, and all costs and expenses incurred in the acquisition and installation of such equipment have been paid, and (iii) all other facilities necessary in connection with the Project have been acquired, constructed, improved, and equipped 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. Forthwith upon completion of the acquisition, construction, improving, acquisition and equipping of the Project, the Company Borrower agrees to cause such certificate to be furnished to the Issuer Authority and the Trustee. Upon receipt of such certificate, the Trustee shall retain in the Project Fund a sum equal to the amounts necessary for payment of the Costs of the Project not then due and payable according to such certificate. If any such amounts so retained are not subsequently usedremain, prior to any transfer of said amounts to the Bond Fund as provided below, the Trustee shall give notice to the Company Borrower of the failure to apply said amount of funds for payment of remaining unspent in the Costs of the ProjectProject Fund. Any amount not to be retained remaining moneys on deposit in the Project Fund for shall be forthwith applied to the payment of the Costs of the Project, and all amounts or if not so retained but not subsequently used, applied shall be promptly transferred by the Trustee into the Bond FundFund and applied as set forth in Section 2.03(b) below. (b) If If, after the receipt by the Trustee of the certificate described in subsection 2.03(a) above, at least ninety-five percent (95%) of the Net Proceeds sum of (i) the actual amount of the proceeds received by the Authority from the sale of the Bonds less amounts expended for issuance expenses and (ii) any investment earnings on moneys in the Project Fund, have not been used (A) for the acquisition, construction, reconstruction or improvement of land or property of a character subject to pay Qualified Project Coststhe allowance for depreciation under the Code, or (B) for payment of amounts which are, for federal income tax purposes, chargeable to the Project's capital account or would be so chargeable either with a proper election by the Borrower or but for a proper election by the Borrower to deduct such amounts, any amount (exclusive of amounts retained by the Trustee in the Project Fund for payment of Costs of the Project not then due and payable) remaining in the Project Fund shall be transferred segregated by the Trustee into in a separate subaccount of the Bond Fund and used by the Trustee (i) to redeem, or to cause in accordance with the redemption of, Bonds on the earliest redemption date permitted by the Indenture without a premium, or (ii) for any other purpose, provided that the Trustee is furnished with an opinion terms of Bond Counsel to the effect that such use is lawful under the Act and will not require that interest on the Bonds be included in gross income for federal income tax purposes. Until used for one or more of the foregoing purposes, such segregated amount may be invested as permitted by the Indenture provided that prior to any such investment the Trustee is provided with an opinion of Bond Counsel to the effect that such investment will not require that interest on the Bonds be included in gross income for federal income tax purposes.Section 6.08

Establishment of Completion Date. Within ten (a10) The business days after the completion of the Project, the Borrower shall deliver to the Authority, the Purchaser and the Escrow Agent the Borrower's Completion Date Certificate, which shall evidence completion of the Project and shall be evidenced to the Issuer and the Trustee by a certificate signed by a Company an Authorized Borrower Representative, stating the date of the completion of the Project and that, as attached as Exhibit C hereto stating thatof such date, except for amounts retained by the Trustee Escrow Agent at the Company’s Borrower's direction to pay for any Cost cost of the Project not then due and payable or, if due and payable, not then paid: (i) construction of the Project has been completed and completed; (ii) the cost of all costs of labor, services, materials and supplies used in such construction the Project have been paid, (ii) all equipment or will be paid from amounts retained by the Escrow Agent at the Borrower's direction for any cost of the Project not then due and payable or, if due and payable, not then paid; (iii) the Project Equipment, if any, has been installedinstalled to the Borrower's satisfaction, such equipment Project Equipment so installed is suitable and sufficient for the efficient operation of the ProjectProject for the intended purposes, and all costs and expenses incurred in the acquisition acquisition, construction, reconstruction, renovation, rehabilitation and installation of such equipment Project Equipment have been paid, or will be paid from amounts retained by the Escrow Agent at the Borrower's direction for any cost of the Project not then due and payable or, if due and payable, not then paid; (iv) the Project is being operated as an authorized "project" under the Act and substantially as proposed in the Application; (v) the Borrower has reviewed the Contractor's Completion Certificate, if any, and the Borrower has no knowledge or information that the representations contained therein are false or misleading; and (iiivi) the Borrower has required in all other facilities necessary Construction Contracts, if any, that wages paid to workers employed in connection with the Project have been acquired, constructed, improved, and equipped and all costs and expenses incurred in connection therewith have been paidperformance of Construction Contracts be paid at a rate not less than the Prevailing Wage Rate. Notwithstanding the foregoing, such certificate shall the Borrower's Completion Certificate may state that it is given without prejudice to any rights against third parties which that exist at the date of such certificate the Borrower's Completion Certificate or which that may subsequently come into being. Forthwith upon completion Any amount remaining in the Proceeds Account of the acquisition, construction, improving, and equipping of the Project, the Company agrees Escrow Fund thereafter (except for amounts therein sufficient to cause such certificate to be furnished to the Issuer and the Trustee. Upon receipt of such certificate, the Trustee shall retain in the Project Fund a sum equal to the amounts necessary for payment of the Costs cover costs of the Project not then due and payable according to such certificate. If any such amounts so retained are or not subsequently used, prior to any transfer of said amounts to the Bond Fund as provided below, the Trustee shall give notice to the Company of the failure to apply said funds for payment of the Costs of the Project. Any amount not to be retained in the Project Fund for payment of the Costs of the Project, and all amounts so retained but not subsequently used, then paid) shall be transferred applied by the Trustee into the Bond Fund. (b) If at least ninety-five percent (95%) of the Net Proceeds of the Bonds have not been used to pay Qualified Project Costs, any amount (exclusive of amounts retained by the Trustee Escrow Agent in the Project Fund for payment of Costs of the Project not then due and payable) remaining in the Project Fund shall be transferred by the Trustee into the Bond Fund and used by the Trustee (i) to redeem, or to cause the redemption of, Bonds on the earliest redemption date permitted by the Indenture without a premium, or (ii) for any other purpose, provided that the Trustee is furnished accordance with an opinion of Bond Counsel to the effect that such use is lawful under the Act and will not require that interest on the Bonds be included in gross income for federal income tax purposes. Until used for one or more of the foregoing purposes, such segregated amount may be invested as permitted by the Indenture provided that prior to any such investment the Trustee is provided with an opinion of Bond Counsel to the effect that such investment will not require that interest on the Bonds be included in gross income for federal income tax purposes.Section 3.11

Establishment of Completion Date. (a) The Completion Date shall be evidenced the date that the following items have been delivered to the Issuer and Trustee: (a) The Certificate of Occupancy. (b) A certificate of the Trustee by a certificate signed by a Company Representative, as attached as Exhibit C hereto Representative stating that, except for amounts retained by the Trustee at the Company’s direction to pay any Cost of the Project not then due and payable, : (i) construction the renovations and rehabilitation of the Project has been completed and all costs of labor, services, materials and supplies used in substantial accordance with the Plans such construction have been paid, that the Project is fully operable for the purposes specified in Section 2.02(f) hereof; (ii) all equipment buildings and other improvements comprising the Project have direct connections to all utilities necessary for the intended use thereof, including, without limitation, adequate sewer, telephone, gas and/or electric services as of the date of such certificate; (iii) adequate ingress and egress to and from the Project is available over dedicated and accepted public streets and rights of way; (iv) no default or Event of Default under the Loan Agreement has occurred and is continuing; (v) all costs and expenses incurred in connection with the acquisition, rehabilitation, and equipping of the Project have been installedfully paid or are being contested and provisions have been made for the payment thereof if such contest is unsuccessful; (vi) the Project and all other facilities in connection therewith have been acquired, such equipment so rehabilitated and installed is to the Company's satisfaction and are suitable and sufficient for the operation of the ProjectProject for the purpose set forth in Section 2.02(f) hereof; (vii) at least 95% of the proceeds of the Series 1997 Bonds have been used to acquire the Project Site, the Project Building and the Project Equipment, and all costs and expenses incurred in the acquisition and installation of such equipment have been paid, and (iii) all other facilities necessary to pay Rehabilitation Expenditures in connection with the Project have been acquired, constructed, improved, and equipped and all costs and expenses incurred in connection therewith have been paidrehabilitation of the Project; and (viii) the Trustee may conclusively rely on such certificate. Notwithstanding the foregoing, such certificate by the Company Representative shall state that it is given without prejudice to any rights against third parties which exist at on the date of such certificate or which may subsequently come into being. Forthwith upon completion of the acquisition, construction, improving, and equipping of the Project, the Company agrees to cause such certificate to be furnished to the Issuer and the Trustee. Upon receipt of such certificate, the Trustee shall retain in the Project Fund a sum equal to the amounts necessary for payment of the Costs of the Project not then due and payable according to such certificate. If any such amounts so retained are not subsequently used, prior to any transfer of said amounts to the Bond Fund as provided below, the Trustee shall give notice to the Company of the failure to apply said funds for payment of the Costs of the Project. Any amount not to be retained in the Project Fund for payment of the Costs of the Project, and all amounts so retained but not subsequently used, shall be transferred by the Trustee into the Bond Fund. (b) If at least ninety-five percent (95%) of the Net Proceeds of the Bonds have not been used to pay Qualified Project Costs, any amount (exclusive of amounts retained by the Trustee in the Project Fund for payment of Costs of the Project not then due and payable) remaining in the Project Fund shall be transferred by the Trustee into the Bond Fund and used by the Trustee (i) to redeem, or to cause the redemption of, Bonds on the earliest redemption date permitted by the Indenture without a premium, or (ii) for any other purpose, provided that the Trustee is furnished with an opinion of Bond Counsel to the effect that such use is lawful under the Act and will not require that interest on the Bonds be included in gross income for federal income tax purposes. Until used for one or more of the foregoing purposes, such segregated amount may be invested as permitted by the Indenture provided that prior to any such investment the Trustee is provided with an opinion of Bond Counsel to the effect that such investment will not require that interest on the Bonds be included in gross income for federal income tax purposes.

Establishment of Completion Date. (a) The Completion Date of the Project shall be evidenced by delivery to the Issuer Authority and the Trustee by a certificate of the Borrower’s Completion Certificate signed by a Company an Authorized Borrower Representative, as attached as Exhibit C hereto stating that, except for amounts retained by the Trustee at the Company’s direction to pay any Cost of the Project not then due and payable, (i) construction of the Project has been completed and all costs of labor, services, materials and supplies used in such construction have been paid, (ii) all equipment for the Project has been installed, such equipment so installed is suitable and sufficient for the operation of the Project, and all costs and expenses incurred in the acquisition and installation of such equipment have been paid, and (iii) all other facilities necessary in connection with the Project have been acquired, constructed, improved, and equipped 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. Forthwith upon completion of the acquisition, construction, improving, and equipping of the Project, the Company agrees to cause such certificate to be furnished to the Issuer and the Trustee. Upon receipt of such certificatecertificate by the Trustee, the Borrower shall direct the Trustee shall retain in writing to transfer any amounts remaining in the Project Fund a sum equal to (except for (a) amounts deposited in the amounts necessary for payment Equity Account of the Project Fund; and (b) amounts therein sufficient to cover Costs of the Project not then due and payable according to such certificate. If any such amounts so retained are or not subsequently used, prior to any transfer of said amounts to then paid or the Bond Fund as provided below, the Trustee shall give notice to the Company of the failure to apply said funds for payment of the Costs of the Project. Any amount not Holdback required to be retained in the Project Fund pursuant to Section 302 hereof unless the requirements set forth in Section 302 hereof for payment the disbursement of the Costs Holdback from the Project Fund have been satisfied) to the Bond Redemption Fund in Authorized Denominations and if such amount is (a) less than an Authorized Denomination or (b) in excess of Authorized Denominations, such amount shall be transferred to the Debt Service Fund to pay interest payments on the Bonds. Amounts transferred into the Bond Redemption Fund hereunder shall be used to redeem the Bonds on the next succeeding Interest Payment date on which such Bonds can be redeemed after providing the holders of the Bonds with notice required by Section 703 of the Indenture. Provided that there is no Event of Default hereunder, upon completion of the Project, and all amounts so retained but not subsequently used, shall be transferred by moneys remaining in the Trustee into the Bond Fund. (b) If at least ninety-five percent (95%) Equity Account of the Net Proceeds of the Bonds have not been used to pay Qualified Project Costs, any amount (exclusive of amounts retained by the Trustee in the Project Fund for payment of Costs of (if any) will be returned to the Project not then due and payable) remaining Borrower as provided in the Project Fund shall be transferred by the Trustee into the Bond Fund and used by the Trustee (i) to redeem, or to cause the redemption of, Bonds on the earliest redemption date permitted by the Indenture without a premium, or (ii) for any other purpose, provided that the Trustee is furnished with an opinion of Bond Counsel to the effect that such use is lawful under the Act and will not require that interest on the Bonds be included in gross income for federal income tax purposes. Until used for one or more of the foregoing purposes, such segregated amount may be invested as permitted by the Indenture provided that prior to any such investment the Trustee is provided with an opinion of Bond Counsel to the effect that such investment will not require that interest on the Bonds be included in gross income for federal income tax purposesIndenture.

Establishment of Completion Date. (a) The Completion Date shall be evidenced to the Issuer and the Trustee by a certificate signed by a Company Representative, as attached as Exhibit C hereto the Authorized Borrower Representative stating that, except for amounts retained by the Trustee at the Company’s direction to pay any Cost of the for Project costs not then due and payable, payable as provided in Section 3.3(h) hereof, (ia) construction the Construction of the Project Facility has been completed substantially in accordance with the plans and specifications therefor and all costs of labor, services, materials and materials, supplies or equipment used in such construction have been paid, (ii) all equipment for the Project has been installed, such equipment so installed is suitable and sufficient for the operation of the Project, and all costs and expenses incurred in the acquisition and installation of such equipment have been paid, and paid for, (iiib) all other facilities necessary in connection with the Project have been acquired, constructed, improved, constructed and equipped installed substantially in accordance with the plans and specifications therefor and all costs and expenses incurred in connection therewith have been paid, (c) the Facility and all other facilities in connection therewith have been acquired, constructed and installed to the satisfaction of the Borrower and are suitable and sufficient for the efficient operation of the Project for its intended purposes, and (d) the original or a true and correct copy of a certificate of occupancy, if required, and any other permissions required of governmental authorities for the occupancy of the Facility have been obtained. Notwithstanding the foregoing, such certificate by the Authorized Borrower Representative shall state that it is given without prejudice to any rights of the Borrower against third parties which exist at on the date of such certificate or which may subsequently come into being. Forthwith upon The Borrower shall furnish a copy of such certificate to the Issuer at the same time such document is furnished to the Trustee. The aforesaid certificate of the Authorized Borrower Representative shall be furnished to the Trustee, Issuer and Bondholders and shall be accompanied by: (i) An as-built survey of the Project Site within sixty (60) days of the completion of the acquisitionconstruction of the Facility, constructionprepared by a registered surveyor licensed by the State of Georgia acceptable to the Issuer, improvingshowing the dimensions and location of all improvements on the Project Site, as completed; (ii) A certificate of the Borrower stating (i) that the construction of the Facility, including all machinery, equipment, fittings and fixtures required to be installed by the plans and specifications, has been completed substantially in accordance with the plans and specifications therefor and in accordance with all applicable governmental requirements relating to the Project, and equipping (ii) that direct connection has been made to all abutting public utilities necessary for full operation and use of the Project, including, without limitation, water, storm and sanitary sewer, electricity, gas and telephone; and, (iii) A final affidavit of each contractor which furnished services or materials for the Company agrees Project, sworn to cause by an authorized agent of such certificate to be furnished contractor and dated not more than five (5) business days prior to the Issuer and the Trustee. Upon receipt date of such certificaterequisition for disbursement, the Trustee in a form which shall retain in the Project Fund include without limitation, (i) a sum equal specific representation and warranty that all payments made to the amounts necessary contractor by the Borrower have been used by the contractor solely to pay for payment of the Costs of the Project not then due and payable according to such certificate. If any such amounts so retained are not subsequently used, prior to any transfer of said amounts to the Bond Fund as provided below, the Trustee shall give notice to the Company of the failure to apply said funds for payment of the Costs of the Project. Any amount not to be retained in the Project Fund for payment of the Costs costs of the Project, and all amounts so retained but not subsequently used, shall be transferred by the Trustee into the Bond Fund. (b) If at least ninety-five percent (95%) of the Net Proceeds of the Bonds have not been used to pay Qualified Project Costs, any amount (exclusive of amounts retained by the Trustee in the Project Fund for payment of Costs of the Project not then due and payable) remaining in the Project Fund shall be transferred by the Trustee into the Bond Fund and used by the Trustee (i) to redeem, or to cause the redemption of, Bonds on the earliest redemption date permitted by the Indenture without a premium, or (ii) for any other purpose, provided a statement that the Trustee is agreed price of work done, material furnished with an opinion and services furnished or rendered has been paid, and (iii) a statement that there are no liens of Bond Counsel to the effect such contractor or sub-contractors, mechanics’ liens, or laborers’ liens that such use is lawful under the Act and will not require that interest on the Bonds be included in gross income for federal income tax purposes. Until used for one or more have been filed of the foregoing purposes, such segregated amount may be invested as permitted by the Indenture provided that prior to any such investment the Trustee is provided with an opinion of Bond Counsel to the effect that such investment will not require that interest on the Bonds be included in gross income for federal income tax purposesrecord.

Establishment of Completion Date. (a) The Completion Date shall be evidenced to the Issuer and the Trustee by a certificate signed by a Company Representative, as attached as Exhibit C hereto Representative stating that, except for amounts retained by the Trustee at the Company’s direction to pay any Cost of the Project not then due and payable, (i) construction of the Project has been completed and all costs of labor, services, materials and supplies used in such construction have been paid, (ii) all equipment for the Project has been installed, such equipment so installed is suitable and sufficient for the operation of the Project, and all costs and expenses incurred in the acquisition and installation of such equipment have been paid, and (iii) all other facilities necessary in connection with the Project have been acquired, constructed, improved, constructed and equipped 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. Forthwith upon completion of the acquisition, construction, improving, construction and equipping installation of the Project, the Company agrees to cause such certificate to be furnished to the Issuer and the Trustee. Upon receipt of such certificate, the Trustee shall retain in the Project Fund a sum equal to the amounts necessary for payment of the Costs of the Project not then due and payable according to such certificate. If any such amounts so retained are not subsequently used, prior to any transfer of said amounts to the General Account of the Bond Fund as provided below, the Trustee shall give notice to the Company of the failure to apply said funds for payment of the Costs of the Project. Any amount not to be retained in the Project Fund for payment of the Costs of the Project, and all amounts so retained but not subsequently used, shall be transferred by the Trustee into the General Account of the Bond Fund. (b) If If, upon the Completion Date, at least ninety-five ninety‑five percent (95%) of the Net Proceeds of the Bonds have not been used to pay Qualified Project Costs, any amount (exclusive of amounts retained by the Trustee in the Project Fund for payment of Costs of the Project not then due and payable) remaining in the Project Fund shall be transferred by the Trustee into the General Account of the Bond Fund and used by the Trustee (ia) to redeem, or to cause the redemption of, Bonds on the earliest redemption date permitted by the Indenture without a premium, (b) to purchase Bonds on the open market prior to such redemption date at prices not in excess of one hundred percent (100%) of the principal amount of such Bonds, or (iic) for any other purpose, purpose provided that the Trustee is furnished with an opinion of Bond Counsel to the effect that such use is lawful under the Act and will not require that interest on the Bonds be included in gross income for federal income tax purposes. Until used for one or more of the foregoing purposes, such segregated amount may be invested as permitted by the Indenture provided that prior to any such investment the Trustee is provided with an opinion of Bond Counsel to the effect that such investment will not require that interest on the Bonds be included in gross income for federal income tax purposes.

Establishment of Completion Date. (a) The Completion Date shall be evidenced by delivery to the Issuer and Lessor of the Trustee by a certificate Completion Certificate signed by a Company Representative, as attached as Exhibit C hereto the Authorized City Representative stating that, except for amounts retained by the Trustee at the Company’s direction to pay any Cost of the Project not then due and payable, (i) construction that the acquisition, construction, improvement, furnishing and equipping of the Project has been completed in accordance with the Plans and all costs of labor, services, materials and supplies used in such construction have been paidSpecifications, (ii) that all equipment for the Project has Costs have been installed, such equipment so installed is suitable and sufficient for the operation of the Project, and all paid except costs and expenses incurred the payment of which is not yet due or is being retained or contested in good faith by the acquisition and installation of such equipment have been paidLessee, and (iii) all other facilities necessary in connection amounts to be retained by the Lessor with the Project have been acquired, constructed, improved, and equipped and all costs and expenses incurred in connection therewith have been paidrespect to item (ii) above. 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. Forthwith upon completion of the acquisition, construction, improving, and equipping of the Project, the Company agrees to cause such certificate to be furnished to the Issuer and the Trustee. Upon receipt of such certificate, the Trustee shall retain in the Project Fund a sum equal to the amounts necessary for payment of the Costs of the Project not then due and payable according to such certificate. If any such amounts so retained are not subsequently used, prior to any transfer of said amounts to the Bond Fund as provided below, the Trustee shall give notice to the Company of the failure to apply said funds for payment of the Costs of the Project. Any amount not to be retained in the Project Fund for payment of the Costs of the Project, and all amounts so retained but not subsequently used, shall be transferred by the Trustee into the Bond Fund. (b) If at least ninety-five percent (95%) Upon receipt of the Net Proceeds of the Bonds have not been used to pay Qualified Project CostsCompletion Certificate, any amount (exclusive of amounts retained by the Trustee in the Project Fund for payment of Costs of the Project not remaining moneys then due and payable) remaining in the Project Fund shall be transferred applied by the Trustee into Lessor as provided in Section 505 of the Bond Indenture. (c) If an Event of Nonappropriation or an Event of Default shall occur prior to the delivery of the Completion Certificate pursuant to Section 505 of the Indenture, or, in the event that the Project is not substantially completed, as evidenced by delivery of the Completion Certificate on or prior to the date that is three years after the date the Certificates are issued, the moneys remaining in the Project Fund and used may be utilized by the Trustee Lessor to complete construction of the Project or, upon termination of the term of this Lease, may be disbursed as provided in the Indenture. (id) The Lessee hereby covenants, to redeemthe extent permitted by law, to use other available funds, but only to the extent contemplated by the Construction Contracts or from lawfully available moneys specifically appropriated for that purpose, to the extent necessary to complete the design and construction of the Project as herein required, or to cause make certain design changes in the redemption of, Bonds on the earliest redemption date permitted by the Indenture without a premium, or (ii) for any other purpose, provided that the Trustee is furnished with an opinion of Bond Counsel Project to the effect that extent necessary to complete the Project with moneys then available for such use is lawful under purposes in the Act and will not require that interest on the Bonds be included in gross income for federal income tax purposes. Until used for one or more of the foregoing purposes, such segregated amount may be invested as permitted by the Indenture provided that prior to any such investment the Trustee is provided with an opinion of Bond Counsel to the effect that such investment will not require that interest on the Bonds be included in gross income for federal income tax purposesProject Fund.

Establishment of Completion Date. (a) The Completion Date When the Project has been substantially completed, such substantial completion shall be evidenced to the Issuer Authority, to the Custodian and to the Trustee Holder by a certificate of occupancy issued by the applicable governmental authority, accompanied by a certificate of the Company stating that the Leased Improvements have been substantially completed, listing the items, if any, that need to be completed or corrected and the amounts needed therefor, signed by a the Authorized Company RepresentativeRepresentative and stating (I) that the construction of the Leased Improvements has been substantially completed and (2) all Qualified Project Costs, as attached as Exhibit C hereto stating thatCompany’s Project Costs for which the Company has accepted the responsibility for payment, and Authority’s Project Costs for which the Authority has accepted the responsibility for payment have been paid except for amounts retained by the Trustee at the needed to be disbursed for Qualified Project Costs, Company’s direction to pay any Cost of Project Costs for which the Company has accepted the responsibility for payment, and Authority’s Project not then due and payable, Costs for which the Authority has accepted the responsibility for payment which either are (i) construction of the Project has been completed not yet due and all costs of labor, services, materials and supplies used in such construction have been paid, payable or (ii) all equipment for are being contested (the Project has been installed, estimated amount of such equipment so installed is suitable and sufficient for the operation of the Project, and all costs and expenses incurred not yet due or contested amounts being set forth in the acquisition and installation of such equipment have been paid, and (iii) all other facilities necessary in connection with the Project have been acquired, constructed, improved, and equipped and all costs and expenses incurred in connection therewith have been paidcertificate). Notwithstanding the foregoing, such certificate shall 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. Forthwith upon completion It shall be the duty of the acquisition, construction, improving, and equipping of the Project, the Company agrees to cause such the certificate contemplated by this Section to be furnished to as soon as the Issuer and construction of the TrusteeLeased Improvements shall have been substantially completed. Upon receipt of such certificate, the Trustee shall retain in When the Project Fund a sum equal to the amounts necessary for payment of the Costs of the Project not then due and payable according to such certificate. If any such amounts so retained are not subsequently used, prior to any transfer of said amounts to the Bond Fund as provided below, the Trustee shall give notice to the Company of the failure to apply said funds for payment of the Costs of the Project. Any amount not to be retained in the Project Fund for payment of the Costs of the Project, has been fully completed and all amounts so retained but not subsequently used, shall be transferred by the Trustee into the Bond Fund. (b) If at least ninety-five percent (95%) of the Net Proceeds of the Bonds have not been used to pay Qualified Project Costs, any amount (exclusive of amounts retained by Company’s Project Costs for which the Trustee in Company has accepted the responsibility for payment, and Authority’s Project Fund Costs for which the Authority has accepted the responsibility for payment have been fully paid, the Company shall so notify the Authority, the Custodian and the Holder in writing, whereupon the Construction Period shall terminate. The date of Costs such notice shall be the “Completion Date.” If the Completion Date is later than March 1, 2001, and such delay was unexcused and was proximately caused by acts or omissions involving the Company, the Company’s obligation to pay Basic Rent shall nevertheless commence as though the Completion Date had occurred as of March 1, 2001, and, in addition, the Authority may avail itself of its other rights and remedies at law or in equity. If the Completion Date is later than July 1, 2001, and such delay was unexcused and was proximately caused by acts or omission not involving the Company, the Company may at its option terminate this Lease and the Construction Management Agreement, effective immediately upon giving written notice of termination to the Authority, and such termination shall be without prejudice to the accrued rights and claims of the Project not then due and payable) remaining in the Project Fund parties. A party shall be transferred by the Trustee into the Bond Fund excused from responsibility for delay if such delay was beyond its reasonable control and used by the Trustee (i) to redeem, without its fault or to cause the redemption of, Bonds on the earliest redemption date permitted by the Indenture without a premium, or (ii) for any other purpose, provided that the Trustee is furnished with an opinion of Bond Counsel to the effect that such use is lawful under the Act and will not require that interest on the Bonds be included in gross income for federal income tax purposes. Until used for one or more of the foregoing purposes, such segregated amount may be invested as permitted by the Indenture provided that prior to any such investment the Trustee is provided with an opinion of Bond Counsel to the effect that such investment will not require that interest on the Bonds be included in gross income for federal income tax purposesnegligence.