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(1) construction of the improvements have been
completed substantially in accordance with said plans and
specifications and all labor, services, materials and supplies
used in such construction have been paid;
(2) all equipment and other facilities necessary
in connection with the Project have been constructed or acquired
and installed substantially in accordance with the plans
and specifications and all costs and expenses incurred in
connection therewith have been paid; and .
(3) the equipment so installed is in proper operating
order and is suitable and sufficient for the efficient operation -
of the project for the purposes far which it is intended;
but 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. ,
(B) An opinion of counsel for the Company, stating
that: •
(1) the Company has fee simple title of record .
to the Mortgaged Property which is the site of the Project,
free and clear of all encumbrances other than permitted encumbrances
and the Mortgage and interests created by this Agreement,
and the Company shall provide a title insurance binder to
that effect; ~
(2) all recording and filing of the instruments
required to perfect and make enforceable the interest of
the Issuer and Trustee created by this Agreement and the
Mortgage as against all creditors, subsequent purchasers
and subsequent encumbrances have been effected as required
; by the laws of Florida, subject, however, to the effect of
! bankruptcy, reorganization and insolvency laws affecting
~ creditors' rights generally.
(C) The instruments specified in said opinion of counsel
referred to in the preceding clause (B).
ARTICLE III
PDRCHASE PRICE AND PAYMENT THEREOF
Section 3.01. DEFEASANCE UPON PAYMENT. If the Company `
shall first make all of the payments and perform the covenants
and agreements herein required on its part to be made and
performed, and has fully paid the purchase price as provided
by Section 3.02 of this Agreement, and if the Company has
made the payments and performed the covenants and the agreements
~ required on its part to be made and performed by the terms
of the Resolutions, Agreements and other documents under
~ the terr?s of which the Concurrent Parity Bonds have been
~ issued, the Issuer and the Trustee covenant and agree that
they will, as soon as practicable, but in no event later
than thirty (30) days thereafter, by executing a good and
sufficient Satisifaction of Mortgage and termination statements
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