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

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(b) Executed counterparts of this Indenture, the Letter of Representations, the Loan Agreement,the Continuing Disclosure Agreement, the Mortgage, the Subordinate Mortgage, the Mortgage Assignment,the Disbursing Agreement,the Development Agreement,the Ground Lease, the Tax Increment Note,the Assignment of TIF Note,a UCC-1 financing statement executed by the Borrower as debtor and describing as collateral any tangible personal property described in the granting clauses of the Mortgage and the Subordinate Mortgage, and UCC-1 financing statement executed by the City as debtor and describing as collateral all rights of the City under the Loan Agreement(except certain rights to indemnity and repayment of expenses,advances and legal fees). (c) The manually signed approving opinion of Faegre & Benson, LLP, Minneapolis, Minnesota, as Bond Counsel, concerning the validity and legality of the Series 2001 Bonds and exclusion of interest on the Series 2001 Tax-Exempt Bonds from gross income for purposes of federal income taxation under the Code. (d) An order of the City directing the Trustee to deliver the Bonds described therein to or upon the order of the Original Purchaser upon payment of the purchase price set forth therein. (e) A policy of title insurance or commitment therefor to the effect that the Borrower has good and marketable fee simple title to or a valid leasehold interest in the Mortgaged Property (as defined in the Mortgage), that the Mortgage constitutes a valid first mortgage lien against the Mortgaged Property,subject only to Permitted Encumbrances(as defined in the Loan Agreement), and that the Subordinate Mortgage constitutes a valid second mortgage lien against the Mortgaged Property. (f) A Certificate by the Borrower pursuant to Section 148 of the Code as to absence of arbitrage expectation. (g) Such further certifications,documents and Opinions of Counsel as the Trustee,the City,the Original Purchaser or Bond Counsel may require. Section 2.09 Authorization of Additional Bonds. In addition to the Series 2001 Bonds,the City may issue, in its discretion, upon request of the Borrower, and the Trustee shall authenticate and deliver, Additional Bonds that shall be secured equally and ratably with either all outstanding Series 2001 Bonds(and all other outstanding Bonds or unpaid Senior Indebtedness),to(i)provide funds to complete the Project,(ii) provide financing for improvements or additions to the Project Facilities, (iii) provide financing for the development, acquisition,construction and equipping of related senior residential or health care facilities, or(iv)subject to applicable law,refund any Bonds or other Senior Indebtedness then outstanding and,in case of an advance refunding,the interest thereon to maturity or a specified redemption date. Any such Additional Bonds shall be authorized by resolution of the City and described in a Supplemental Indenture executed by the City and the Trustee and,when so issued, authorized and described, shall be secured by this Indenture and the Trust Estate on a parity with the applicable Series of Bonds then outstanding under this Indenture; provided,that no such Additional Bonds shall be issued under the Indenture or secured by the Trust Estate on a parity with any Series of outstanding Bonds unless the Trustee shall receive each of following: (a) A written request from an Authorized Borrower Representative requesting the issuance of such Additional Bonds,stating that no default has occurred under the Loan Agreement which has not been cured,or that such default will be cured or waived as a result of the issuance of - 24 -