11-14-01 1. INDENTURE OF TRUST - Laserfiche WebLink

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"Trust Estate" means the Trust Estate defined in the Granting Clauses to this Indenture. "Trustee" means U.S. Bank Trust National Association, or any successor or assign permitted hereunder servicing as the trustee under this Indenture. "Working Capital Costs"means any cost that is not a Capital Expenditure. Section 1.02 Characteristics of Certificate or Opinion. Every Certificate or Opinion of Counsel with respect to compliance with a condition or covenant provided for in this Indenture or the Loan Agreement, and except for certificates and opinions given pursuant to Section 2.08, shall include: (i)a statement that the person or persons making such Certificate or opinion have read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such Certificate or opinion are based;(iii) a statement that, in the opinion of the signers,they have made or caused to be made such examination or investigation as is necessary to enable them to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of the signers, such condition or covenant has been complied with. Any Certificate made or given by an officer of the City or the Borrower or by an Independent engineer, architect, consultant or other person may be based, insofar as it relates to legal matters,upon an Opinion of Counsel,unless such person knows that the Opinion with respect to the matters upon which the Certificate may be based as aforesaid is erroneous,or,in the exercise of reasonable care,should have known that the same was erroneous. Any such Certificate or Opinion of Counsel may be based,insofar as it relates to factual matters, information with respect to which is in the possession of the City or the Borrower,upon a supporting Certificate of an officer or officers of the City or the Borrower,unless the signer knows that the supporting Certificate with respect to the matters upon which the Certificate or opinion may be based as aforesaid is erroneous, or, in the exercise of reasonable care, should have known that the same was erroneous. Section 1.03 Additional Provisions as to Interpretation. This Indenture shall be construed and applied in accordance with the laws of the State. Unless the context indicates otherwise, words importing the singular number include the plural number,and vice versa. Words of any gender include the correlative words of the other gender. "Articles" and "Sections" mentioned by number only are the respective Articles and Sections of this Indenture so numbered. The terms "hereof," "hereby," "herein," "hereto," "hereunder," "hereinafter,"and similar terms refer to this Indenture;and the term"hereafter"mean after,and the term"heretofore"mean before,the date on which this Indenture was fully executed. Reference to a "person" shall include any natural individual, corporation, association, partnership,joint venture, trust, limited liability company or partnership or any other legally recognized entity. Unless otherwise expressly provided herein,any terms pertaining to accounting or financial matters shall be interpreted in accordance with generally accepted accounting principles. Reference to any person includes reference to any successor or assign of such person to the extent not in contravention herewith. Reference to any person in any position, office or capacity refers to any person who succeeds to such position,office or capacity or is otherwise authorized to act in such position, - 17 -