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HomeMy WebLinkAboutPRILIMINARY OFFIC STATEMENT 11-15-2001 44. 0 J 4/9 PRELIMINARY OFFICIAL STATEMENT DATED NOVEMBER 1.5, 2001 NEW ISSUE NONRATED DTC BOOK-ENTRY ONLY In the opinion of Faegre&Benson LLP,Minneapolis,Minnesota,Bond Counsel,according to existing federal and Minnesota laws,regulations,rulings and judicial decisions,as of their date of issuance,except as described under the heading "TAX MATTERS"herein,the Series 2001 Tax-Exempt Bonds bear interest which is not includable in gross income for purposes of federal income taxation and is not includable,to the same extent,in taxable net income of individuals,estates or trusts for Minnesota income tax purposes,but is subject to the Minnesota franchise tax imposed on corporations,including financial institutions. Interest on the Series 2001 Tax-Exempt Bonds is not an item of tax preference for purposes of the federal or Minnesota alternative minimum taxes applicable to individuals,but such interest is includable in adjusted current earnings for the purpose of determining the alternative minimum taxable income of corporations for purposes of the federal alternative minimum tax. The Series 2001 Tax-Exempt Bonds will be designated as'qualified tax exempt obligations"within the meaning of Section 265(b)(3)of the Internal Revenue Code. Interest on the Series 2001B Bonds is not exempt from federal or Minnesota income taxes. See"TAX MATTERS"herein. City of Orono,Minnesota $7,825,000*Senior Housing Revenue Bonds,Series 2001A $210,000*Senior Housing Revenue Bonds,Taxable Series 2001B $250,000*Senior Housing Revenue Bonds,Subordinate Series 2001C (Orono Woods Apartment Project) Dated:November 1,2001 Due: November 1,as shown below The Series 2001 Bonds offered hereby are special,limited revenue obligations of the City of Orono,Minnesota(the "City"),payable solely from amounts described herein,and do not constitute an indebtedness,a pecuniary liability,a moral or general obligation or a loan of the credit of the City or a charge,lien or encumbrance,legal or equitable,against the City's property,general credit or taxing powers. The Series 2001 Bonds are not secured by or payable from any taxes,revenues or assets of the City except for the City's interest in the Loan Agreement,amounts held pursuant to the Indenture,and amounts realized from a foreclosure of the Mortgages,all as described herein. Undefined terms used with initial capital letters on this cover are defined in the text hereof or Appendix A to this Official Statement. Pursuant to the Loan Agreement,all proceeds of the Series 2001 Bonds will be loaned by the City to Orono Senior Housing, LLC,a Minnesota limited liability company(the"Borrower"),the sole member of which is Wedum Foundation,a Minnesota nonprofit corporation and 501(c)(3)organization(the"Sponsor"),to be used with other funds of the Borrower to finance a portion of the costs of the development,acquisition,construction and equipping of a 62-unit senior housing facility located in Orono,Minnesota,designed to provide housing to the elderly(the"Project"),to fund a debt service reserve fund for the Senior Bonds,to fund the interest due during construction and lease-up of the Project and to pay certain costs of issuance. The Series 2001 Bonds will be payable solely from the money and investments held for the payment thereof by U.S.Bank Trust National Association,in Saint Paul,Minnesota,as Trustee,or its successors,under the Indenture,including Loan Repayments required to be made under the Loan Agreement by the Borrower and amounts held in the Debt Service Reserve Fund(but only with respect to the Senior Bonds). The obligations of the Borrower under the Loan Agreement are nonrecourse and are secured only by the Mortgaged Property or such other security as may from time to time be given for security of the obligations under the Loan Agreement or the Indenture(the"Collateral"). The Senior Bonds will be secured by a first leasehold mortgage lien on,security interest in,and assignment of leases and rents of,the Mortgaged Property and certain other security described herein. The Subordinate Bonds will be secured by a second leasehold mortgage lien on, security interest in,and assignment of leases and rents of,the Mortgaged Property. An investment in the Series 2001 Bonds is subject to certain risks. (See"BONDHOLDERS'RISKS"herein.) The Series 2001 Bonds are issuable as fully registered bonds of single maturities in denominations of$5,000 each or any multiple thereof. Ownership of the Series 2001 Bonds will be registered initially in the name of Cede&Co.,as nominee of The Depository Trust Company,New York,New York("DTC"),as securities depository for the Series 2001 Bonds.Unless and until the book- entry system with respect to the Series 2001 Bonds is terminated by DTC or the City,beneficial ownershiiinterests in the Series 2001 Bonds may be acquired in book-entry form only,in the principal amount of$5,000 or any multiple thereof of a single maturity,and will not be evidenced by individual bond certificates. (See"THE SERIES 2001 BONDS-Book-Entry Only System"herein.)Interest on the Series 2001 Bonds is payable on each May 1 and November 1,commencing May 1,2002,to the registered owners of the Series 2001 Bonds appearing of record in the Bond Register on the 15th day of the immediately preceding month. The Trustee will act as bond registrar,transfer agent and paying agent for the Series 2001 Bonds. The Series 2001 Bonds are subject to mandatory tender,mandatory and optional redemption and prepayment as described herein under"THE SERIES 2001 BONDS-Redemption Prior to Maturity"in this Official Statement. Maturity Schedule* $525,000 Serial Series 2001A Bonds Maturity Principal Interest Price Maturity Principal Interest Price (November 1) Amount Rate (November 1) Amount Rate 2006 2007 $ 70,000 2009 2010 $115,000 2008 105,000 125,000 110,000 $7.500007.300.000 _%Series 2001A Term Bonds Due November 1,2036-Price_%-subject to mandatory tender on November 1,2011 $210,000_%Series 2001B Term Bonds Due November,1,2006-Price % $250,000_%Series 2001C Term Bonds Due November 1,2031-Price_% -subject to mandatory tender on November 1,2011 The Series 2001 Bonds are offered,subject to prior sale,when,as and if accepted by the Underwriter named below and subject to an opinion as to validity and to tax exemption(with respect to the Series 2001 Tax-Exempt Bondsby Faegre&Benson LLP,Bond Counsel,the approval of certain matters by Christoffel&Elliott,P.A.,as counsel to the Borrower and the Sponsor,the approval of certain matters by Best&Flanagan LLP,as counsel to the Underwriter,and certain other conditions.It is expected that delivery of the Series 2001 Bonds will be made on or about ,2001,against payment therefor. Subject to applicable securities laws and prevailing market conditions,the Underwriter intends,but is not obligated,to effect secondary market trading in the Series 2001 Bonds. For information with respect to the Underwriter,see"UNDERWRITING"herein. MILLER JOHNSON STEICHEN KINNARD, INC. The date of this Official Statement is ,2001. Preliminary,subject to change. No dealer, broker, salesman or other person has been authorized by the City, the Borrower, the Sponsor or the Underwriter to give any information or to make any representations,other than those contained in this Official Statement and,if given or made,such other information or representations must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy,nor shall there be any sale of the Series 2001 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer,solicitation or sale. The City has neither reviewed nor verified the contents of the Official Statement and was not involved in its preparation. Except for the headings"THE CITY"and"LITIGATION"(with respects to the City only)the City makes no representation or warranty regarding any statements or information in this Official Statement. The information and expressions of opinion herein are subject to change without notice,and neither the delivery of this Official Statement nor any sale made hereunder shall,under any circumstances,create any implication that there has been no change in the affairs of the City,the Borrower or the Sponsor or that the other information or opinions are correct as of any time subsequent to the date hereof. TABLE OF CONTENTS Page SUMMARY INFORMATION iii INTRODUCTORY STATEMENT 1 BONDHOLDERS' RISKS 5 SUITABILITY STANDARDS FOR MINNESOTA INVESTORS 18 THE SERIES 2001 BONDS 18 SECURITY FOR THE SERIES 2001 BONDS 25 TAX INCREMENT ASSISTANCE 30 THE CITY 31 THE BORROWER AND THE SPONSOR 31 ESTIMATED SOURCES AND USES OF FUNDS 3f32 FINANCIAL STATEMENTS 32 LITIGATION 3233 ENFORCEABILITY OF OBLIGATIONS 33 TAX MATTERS 33 LEGAL MATTERS 3536 RELATIONSHIPS AMONG THE PARTIES 36 UNDERWRITING 36 CONTINUING DISCLOSURE 3637 MISCELLANEOUS 37 APPENDIX A DEFINITIONS OF CERTAIN TERMS AND SUMMARIES OF PRINCIPAL DOCUMENTS A-1 APPENDIX B THE PROJECT,THE BORROWER AND THE SPONSOR B-1 APPENDIX C FORECASTED FINANCIAL STATEMENTS C-1 APPENDIX D-MARKET STUDY SUMMARY D-1 APPENDIX E-FORMS OF BOND COUNSEL OPINIONS E-1 IN CONNECTION WITH THIS OFFERING,THE UNDERWRITER MAY OVER-ALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2001 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING,IF COMMENCED,MAY BE DISCONTINUED AT ANY TIME. THE SERIES 2001 BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR HAS THE INDENTURE BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939,AS AMENDED. IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE BORROWER,THE SPONSOR,THE PROJECT AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS IN THIS OFFICIAL STATEMENT Certain statements included or incorporated by reference in this Official Statement constitute "forward-looking statements." Such statements are generally identifiable by the terminology used such as "plan," "expect," "estimate," "budget"or similar words. THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. NEITHER THE ISSUER NOR THE COMPANY PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THOSE FORWARD-LOOKING STATEMENTS IF OR WHEN THEIR EXPECTATIONS, OR EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE BASED OCCUR. The Underwriter has provided the following sentence for inclusion in this Official Statement. The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of its responsibilities to investors under,the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not make any guarantee as to the accuracy or completeness of such information. SUMMARY INFORMATION The following is a summary of certain information contained in this Official Statement. The summary is not comprehensive or complete and is qualified in its entirety by reference to the remainder of the Official Statement. Terms used with an initial capital letter are defined in Appendix A hereto or elsewhere in this Official Statement. The Series 2001 Bonds $7,825,000'Senior Housing Revenue Bonds (Orono Woods Apartments Project), Series 2001A, $210,000* Senior Housing Revenue Bonds (Orono Woods Apartments Project), Taxable Series 2001B and $250,000* Senior Housing Revenue Bonds (Orono Woods Apartments Project), Subordinate Series 2001C to be issued by the City of Orono,Minnesota(the"City")in denominations of$5,000 principal amount or any multiple thereof of a single maturity. (See "THE SERIES 2001 BONDS.") Payment Interest accrues on the Series 2001 Bonds at the annual rates set forth on the cover page and is payable on May 1 and November 1 of each year (commencing May 1, 2002) pursuant to DTC procedures so long as the Series 2001 Bonds are in book-entry form or by check or draft of the Trustee mailed on such dates to the persons who were the registered owners of Series 2001 Bonds as of the 15th day of the month preceding each interest payment date (or as of certain special record dates upon certain events); provided that upon written request by any registered owner of not less than $500,000 principal amount of Series 2001 Bonds and compliance with the requirements of the Indenture,payment will be made by wire transfer to such registered owner. Principal and premium, if any, will be payable at the principal corporate trust office of the Trustee. (See "THE SERIES 2001 BONDS.") Security for the Series 2001 Bonds The Series 2001 Bonds are required to be paid from monthly Loan Repayments to be made by the Borrower under the Loan Agreement. For the further security of the Senior Bonds, the Borrower will grant a first leasehold mortgage lien on, a security interest in, and an assignment of leases and rents of,the Mortgaged Property to the City,which will be assigned by the City to the Trustee. The Borrower will grant a second leasehold mortgage lien on,a security interest in, and an assignment of leases and rents of, the Mortgaged Property to the City, which will be assigned by the City to the Trustee as security for the Subordinate Bonds. The Senior Bonds are also to be secured by a Debt Service Reserve Fund and certain other reserve funds. As further security, the Borrower will transfer all Monthly Net Revenues and all Tax Increment Revenues to the Trustee for deposit to a Revenue Fund. The Series 2001 Bonds are special,limited obligations of the City,are not general or moral obligations of the City, and are not payable from any taxes, revenues or assets of the City, except for the City's interest in the Loan Agreement. (See "SECURITY FOR THE SERIES 2001 BONDS"). The Loan Agreement permits the Borrower to incur obligations that are secured on a parity or a subordinate basis to the Series 2001 Bonds under certain circumstances. The Loan Agreement also requires the Borrower to maintain on a quarterly basis Net Revenue Available for Debt Service equal to 110% of the Maximum Debt Service Requirements on all Bonds. Redemption or Prepayment The Series 2001 Bonds are subject to redemption or prepayment prior to maturity,as more fully described herein under the caption"THE SERIES 2001 BONDS-Redemption of Bonds Prior to Maturity," as follows: (a) optional redemption of the Series 2001 Tax-Exempt Bonds at the direction of the Borrower in whole or in part on any Business Day on or after November 1,2006 at the redemption price or prices set forth herein, (b) mandatory redemption due to a Determination of Taxability, with a premium to the extent described herein, (c) optional redemption due to the occurrence of certain events of casualty or condemnation,(d) mandatory redemption of Senior Bonds due to the operation of a mandatory sinking fund, (e) special redemption of Subordinate Bonds from moneys released from the Surplus Fund, and (f) acceleration due to an Event of Default occurring under the Indenture. (See "THE SERIES 2001 BONDS - Redemption of Bonds Prior to Maturity.") Mandatory Tender The Series 2001 Tax-Exempt Bonds are subject to mandatory tender on November 1, 2011 at a purchase price equal to the principal amount thereof plus accrued interest thereon. Miller Johnson Steichen Kinnard,Inc.will serve as Remarketing Agent with respect to the remarketing of the Series 2001 Tax-Exempt Bonds. The Project; Use of Proceeds Proceeds of the Series 2001 Bonds, together with certain other funds, will be used to finance the development, acquisition, construction and equipping of the Project, pay interest on the Series 2001 Bonds during construction and lease-up of the Project, fund the Debt Service Reserve Fund for the Senior Bonds and pay certain costs of issuance. The Project consists of a 62-unit senior housing facility located in the City designed to provide housing to the elderly and to be located on land leased from the HRA pursuant to a Ground Lease. (See"ESTIMATED SOURCES AND USES OF FUNDS"herein and"The Project Facilities"in Appendix B to this Official Statement.) The Borrower The Borrower, Orono Senior Housing,LLC, is a Minnesota limited liability company organized in 2001, the sole member of which is Wedum Foundation, a Minnesota nonprofit corporation and a 501(c)(3) Organization (the "Sponsor"), for the purpose of owning and operating the Project Facilities. (See "The Borrower" and "The Sponsor" in Appendix B to this Official Statement.) The Borrower's obligations with respect to the repayment of the Series 2001 Bonds are nonrecourse to the Borrower and payable only from the Collateral. The Borrower has no operating history and the Project is the only significant asset held by the Borrower. The Sponsor has no obligation to pay Loan Repayments,fulfill any of the Borrower's obligations under the Loan Agreement, or make any payments of principal of, premium and/or interest on the Series 2001 Bonds. Trustee U.S. Bank Trust National Association, a national banking association with its principal corporate trust office in Saint Paul, Minnesota. Investment Considerations An investment in the Series 2001 Bonds involves certain risks, including, but not limited to, those discussed under "BONDHOLDERS' RISKS." OFFICIAL STATEMENT CITY OF ORONO, MINNESOTA $7,825,000* SENIOR HOUSING REVENUE BONDS, SERIES 2001A $210,000* SENIOR HOUSING REVENUE BONDS,TAXABLE SERIES 2001B 5250,000* SENIOR HOUSING REVENUE BONDS, SUBORDINATE SERIES 2001C (ORONO WOODS APARTMENT PROJECT) INTRODUCTORY STATEMENT The following is a brief introduction to certain matters discussed elsewhere in this Official Statement and is qualified in its entirety as to such matters by such discussion and the text of the actual documents described or referenced. Any term used with an initial capital letter is used with the meaning assigned in Appendix A or in the Indenture, the Loan Agreement, the Mortgage, the Subordinate Mortgage or other document with respect to which the term is used. Any definition of a term contained in the text hereof is for ease of reference only and is qualified in its entirety by any corresponding definition in Appendix A or the documents with respect to which such term relates. The Appendices hereto are an integral part of this Official Statement and each potential investor should review the Appendices in their entirety. General This Official Statement provides information regarding the Senior Housing Revenue Bonds(Orono Woods Apartments Project),Series 2001 A,in the original aggregate principal amount of$7,825,000* (the "Series 2001A Bonds"), the Senior Housing Revenue Bonds (Orono Woods Apartments Project), Taxable Series 2001B, in the original aggregate principal amount of$210,000*(the"Series 2001 B Bonds"and with the Series 2001 A Bonds, the "Senior Bonds") and the Senior Housing Revenue Bonds (Orono Woods Apartments Project), Subordinate Series 2001C, in the aggregate principal amount of$250,000* (the "Subordinate Bonds,"with the Series 2001A Bonds,the"Series 2001 Tax-Exempt Bonds," and with the Senior Bonds, the "Series 2001 Bonds"), to be issued by the City of Orono, Minnesota(the "City")pursuant to an Indenture of Trust,dated as of November 1,2001 (the "Indenture"), between the City and U.S. Bank Trust National Association, in Saint Paul, Minnesota, as trustee (the "Trustee"). (See "The Indenture" in Appendix A to this Official Statement.) The Series 2001 Bonds are being issued to finance a portion of the costs of the acquisition,construction and equipping of a 62-unit senior housing facility located in Orono, Minnesota, designed to provide housing to the elderly (the "Project"), to pay capitalized interest on the Series 2001 Bonds through construction and lease-up of the Project,to fund a Debt Service Reserve Fund for the Senior Bonds and to pay certain costs of issuance. (See "The Project Facilities" in Appendix B to this Official Statement.) A more detailed description of the uses of the proceeds of the Series 2001 Bonds is included herein under "ESTIMATED SOURCES AND USE OF FUNDS." Loan of Bond Proceeds; Loan Agreement Proceeds of the Series 2001 Bonds will be lent (the "Loan") by the City to Orono Senior Housing, LLC, a Minnesota limited liability company (the "Borrower"), the sole member of which is Wedum Foundation,a Minnesota nonprofit corporation and a 501(c)(3) organization(the "Sponsor"),pursuant to a Loan Agreement,dated as of November 1, 2001 (the"Loan Agreement"),between the City and the Borrower,under which the Borrower will agree to make monthly payments ("Loan Repayments") which, if fully and promptly paid, will be sufficient to pay when due the principal of and interest on the Series 2001 Bonds. The Borrower's obligations under the Loan Agreement to make such Loan Repayments and to fund redemption of the Series 2001 Bonds upon a Determination of Taxability(as defined in Appendix A)are nonrecourse to the Borrower and are secured solely from the Mortgaged Property or such other security as may from time to time be given as security for the obligations under the Loan Agreement (as defined in Appendix A) or the Indenture (the "Collateral"). The Borrower has no operating history and the Project is the only significant asset held by the Borrower. (See "The Loan Agreement" in Appendix A to this Official Statement.) Security for the Series 2001 Bonds Pursuant to the Indenture, the City will pledge to the Trustee, for the equal and ratable benefit of the holders of the outstanding Senior Bonds,and on a subordinate basis for the equal and ratable benefit of the holders of the outstanding Subordinate Bonds, all of its interest in the Loan Agreement (other than certain indemnification rights and expense reimbursement payments)to secure payment of the principal of,premium,if any,and interest on such Bonds. Pursuant to a Combination Mortgage, Security Agreement, Fixture Financing Statement and Assignment of Leases and Rents, dated as of November 1, 2001, from the Borrower to the City and assigned to the Trustee(the "Mortgage"),the payment of the principal of,premium, if any, and interest on the Senior Bonds will be secured by a first leasehold mortgage lien on, a first security interest in, and a first assignment of leases and rents of,the Mortgaged Property,subject to certain Permitted Encumbrances described in the Mortgage. (See"The Mortgage"in Appendix A to this Official Statement.)The Subordinate Bonds will be secured by a second leasehold mortgage lien on, a security interest in, and a second assignment of leases and rents of, the Mortgaged Property, subject to certain Permitted Encumbrances and the Mortgage, pursuant to a separate mortgage (the "Subordinate Mortgage"), granted by the Borrower to the City and assigned to the Trustee. Ground Lease The land on which the Project Facilities will be located will be leased to the Borrower from the Orono Housing and Redevelopment Authority(the "HRA")pursuant to a Ground Lease dated as of November 1,2001 (the"Ground Lease")for a term of 99 years. The annual Ground Lease payments shall be$1.00,which will be prepaid at closing. (See "The Ground Lease" in Appendix A to this Official Statement.) Mandatory Tender of Series 2001 Tax-Exempt Bonds The Series 2001 Tax-Exempt Bonds are subject to mandatory tender on November 1,2011 at a purchase price equal to the principal amount plus accrued interest thereon. See "THE SERIES 2001 BONDS - Mandatory Tender of Series 2001 Tax-Exempt Bonds." Operating Reserve Fund On the date of the issue of the Series 2001 Bonds, the Trustee shall deposit in the Operating Reserve Fund moneys or a bank letter of credit equal to the Operating Reserve Requirement($250,000). Thereafter,the Trustee shall deposit therein Loan Repayments and other funds in the Revenue Fund necessary to maintain or restore the balance of the Operating Reserve Fund to the Operating Reserve Requirement. If the Operating Reserve Fund is funded on the Date of Issuance with a bank letter of credit,such bank letter of credit, or portions thereof,may be replaced by moneys from the Revenue Fund or from other funds of the Borrower transferred to the Trustee for deposit to the Operating Reserve Fund and the Trustee shall release the bank letter of credit, or portion thereof, from the Trust Estate. Moneys on deposit in the Operating Reserve Fund are pledged to and shall be used by the Trustee for the payment of(i)principal of and interest on the Senior Bonds when due, in the event amounts on deposit in the Senior Debt Service Account of the Bond Fund are insufficient and (ii) Operating Expenses (including deposits to the Taxes and Insurance Fund). (See "SECURITY FOR THE SERIES 2001 BONDS - Operating Reserve Fund.") Debt Service Reserve Fund On the date of issuance of the Series 2001 Bonds,an amount equal to$579,438*(the "Debt Service Reserve Requirement") from proceeds of the Series 2001 Bonds will be deposited in the Debt Service Reserve Fund created pursuant to the Indenture. Moneys in the Debt Service Reserve Fund are available to pay debt service on the Senior Bonds only. The Subordinate Bonds are not secured by the Debt Service Reserve Fund. (See "SECURITY FOR THE SERIES 2001 BONDS-Debt Service Reserve Fund.") Revenue Fund Under the terms of the Loan Agreement, on or before the 15th day of each calendar month (or if such date is not a Business Day, the next succeeding Business Day), the Borrower is required to deposit with the Trustee all Monthly Net Project Revenues and all Tax Increment Revenues. Upon receipt, the Trustee shall deposit such amounts in the Revenue Fund. On each Monthly Transfer Date the Trustee shall transfer amounts in the Revenue Fund(first from investment income deposited therein and then from other amounts) to the funds and accounts in the amounts set forth in the Indenture, in the priority set forth in the Indenture. (See "SECURITY FOR THE SERIES 2001 BONDS - Revenue Fund.") Taxes and Insurance Fund Moneys in the Taxes and Insurance Fund shall be disbursed by the Trustee to pay or to reimburse the Borrower for(i) the payment of real estate taxes and assessments payable with respect to the Project;and(ii)premiums due on the policies of insurance required to be maintained under the Loan Agreement. Repair and Replacement Fund Under the Loan Agreement, commencing in November, 2003, the Trustee will transfer from the Revenue Fund the Monthly Repair and Replacement Deposit ($775 per month) for deposit to the Repair and Replacement Fund created by the Indenture as more fully explained under "SECURITY FOR THE SERIES 2001 BONDS - Repair and Replacement Fund." Under certain circumstances,moneys in the Repair and Replacement Fund may be used to pay debt service on the Senior Bonds. All investment income from amounts on deposit in the Repair and Replacement Fund is to be credited to the Revenue Fund. Surplus Fund Excess moneys in the Revenue Fund after application to the funds and accounts in the Indenture shall be transferred to the Surplus Fund. Amounts in the Surplus Fund shall be used to fund shortfalls in the Bond Fund, the Taxes and Insurance Fund, the Operating Reserve Fund, the Debt Service Reserve Fund and the Repair and Replacement Fund, and to pay or reimburse for Operating Expenses. All investment income from amounts on deposit in the Surplus Fund is to be deposited in the Revenue Fund. (See"SECURITY FOR THE SERIES 2001 BONDS-Operating-Resc veSurplus Fund.") On each December 1,fifty percent(50%)of the moneys in the Surplus Fund will be used to redeem Subordinate Bonds, and the remaining fifty percent (50%) will be transferred to the Borrower if certain conditions have been met. Rate Covenant; Retention of Management Consultant The Borrower shall operate the Project, subject to applicable requirements or restrictions imposed by law, such that Net Revenues Available for Debt Service in each calendar quarter,commencing with the calendar quarter ending September 30,2003,will be at least 110% of Maximum Debt Service Requirements during such calendar quarter. The foregoing is subject to the qualification that if requirements necessary for the Sponsor to maintain its status as a 501(c)(3) Organization, or applicable state or federal laws or regulations, or the rules and regulations of agencies have jurisdiction, shall not permit the Borrower to produce the foregoing level of Net Revenues Available for Debt Service,then the Borrower shall, in conformity with the then prevailing requirements, laws, rules or regulations, maintain the maximum permissible level. If for any two consecutive calendar quarters ending on or after December 31,2003, Net Revenues Available for Debt Service are less than 110%of Debt Service Requirements for such periods, then the Borrower will promptly employ an Independent Management Consultant to review and analyze the financial reports required to be made by the Borrower and inspect the Project, its operation and administration. Bondholders' Risks There are certain risks associated with the purchase of the Series 2001 Bonds. (See "BONDHOLDERS' RISKS" for a discussion of some of these risks.) Miscellaneous This Official Statement(including the Appendices hereto)contains descriptions of, among other matters, the Indenture, the Loan Agreement, the Mortgage, the Subordinate Mortgage,the Ground Lease,the City,the Project Facilities,the Borrower,the Sponsor and the Series 2001 Bonds. Such descriptions and information do not purport to be comprehensive or definitive. All references to documents described herein are qualified in their entirety by reference to such documents, copies of which are available for inspection at the principal corporate trust office of the Trustee in Saint Paul, Minnesota. BONDHOLDERS' RISKS General The Series 2001 Bonds and the interest thereon are special, limited revenue obligations of the City and do not constitute an indebtedness, a pecuniary liability, a moral or general obligation or a loan of the credit of the City or a charge, lien or encumbrance,legal or equitable, against the City's property, general credit or taxing powers. No owner of the Series 2001 Bonds may compel the exercise of the taxing power of the City to pay the principal of,premium,if any,or interest on the Series 2001 Bonds. The Series 2001 Bonds are not a debt of the City within the meaning of any constitutional or statutory provision. The Series 2001 Bonds are payable solely, as to funds or assets of the City, from Loan Repayments to be made by the Borrower under the Loan Agreement (except to the extent the Senior Bonds are payable from amounts available therefor in the Debt Service Reserve Fund, other funds held under the Indenture and, under certain circumstances, proceeds derived from the sale or other disposition of the Mortgaged Property upon the exercise of certain remedies under the Mortgage and/or the Subordinate Mortgage). The City is obligated to make payments on the Series 2001 Bonds only to the extent it receives Loan Repayments from the Borrower as required under the Loan Agreement. No person should purchase any Series 2001 Bonds without carefully reviewing the following information, which summarizes some, but not all, of the factors that should be carefully considered before such purchase. Source of Repayment upon Mandatory Tender Date No source of funds is presently available for the payment of the purchase price of the Series 2001 Tax-Exempt Bonds upon the Mandatory Tender Date. The ability of the Borrower to pay the purchase price of the Bonds upon the Mandatory Tender thereof depends upon the ability of the Borrower to either refinance the Project at that time or to remarket the Series 2001 Tax-Exempt Bonds at a price equal to par. The ability of the Borrower to obtain refinancing of the Project, or to remarket the Series 2001 Tax-Exempt Bonds, could be adversely affected based on a number of factors that can not be known at this time,including but not limited to: adverse regulatory changes affecting Project operations, regulatory changes disallowing tax exempt financing of the Project, adverse market conditions, a change in Project revenues or expenses, and other factors that cannot be known with certainty at this time. If such refinancing is not possible,or the remarketing of the Series 2001 Tax-Exempt Bonds does not result in proceeds equal to the par amount of the Series 2001 Tax-Exempt Bonds, and the Borrower does not have sufficient other funds for repayment of the Series 2001 Tax-Exempt Bonds, a default will occur on the Series 2001 Tax-Exempt Bonds, in which case the Trustee has the right to accelerate payment of the Series 2001 Tax-Exempt Bonds and exercise its rights and remedies under the Indenture,the Loan Agreement and the Mortgages, including foreclosing the Mortgages. Dependence on Project Revenues The payment of principal of,premium,if any,and interest on the Series 2001 Bonds is intended to be made solely from payments of the Borrower under the Loan Agreement. The obligations of the Borrower under the Loan Agreement are nonrecourse and are payable only from the Collateral. (See "The Loan Agreement - Loan Payments" in Appendix A to this Official Statement.) Upon the occurrence of an Event of Default, recourse will be available only against the assets of the Borrower subject to the Mortgage and the Subordinate Mortgage(i.e.the Project). The ground lessor's interest in the Ground Lease will not be subordinate to the Mortgage or the Subordinate Mortgage. The Borrower has no significant assets other than the Project and the revenues derived therefrom. If the Project does not generate sufficient revenues from its operations, it is unlikely the Borrower will have other resources to make payments under the Loan Agreement necessary to pay in full all principal of, premium, if any, and interest on the Series 2001 Bonds when due. The ability of the Borrower to make Loan Repayments will therefore depend on the ability of the Borrower to maintain sufficient tenant occupancy in the Project and to charge and collect sufficient rents and other charges. The adequacy of future revenues of the Project to provide for all Project operating requirements, including payment of debt service,will be subject to various future events or conditions which cannot be accurately predicted, and which may be beyond the control of the Borrower,including,but not limited to,the risks of inadequate occupancy;increased real estate taxes; increased operating, maintenance or repair costs; and an inability to maintain or raise rental rates or other charges because of (i) inadequate incomes of tenants or prospective tenants, (ii) insufficient tenant demand, (iii) new or existing competition from other assisted living and senior housing facilities, including owner-occupied housing, (iv) decline in the attractiveness of the Project's amenities or location, (v) inferior management or maintenance, (vi) general or local economic conditions, (vii) requirements with respect to the maintenance of the tax-exempt status of the Sponsor, or (viii) other factors. The economic viability of the Project may be adversely affected by changes in, or compliance with, applicable laws,regulations and tax rates. There can be no assurance that the cost of operating the Project will not exceed gross revenue therefrom. Some senior-oriented rental housing facilities have experienced delay or reduced lease-up following completion, lower than expected revenues, or higher than expected costs, and in both the national and local markets some of such facilities have experienced financing defaults. For information with respect to prospective marketing and leasing activities to be undertaken in connection with the Project, and potential tenants, see Appendix B under the heading "The Project." Lack of Operating Experience; Property Management The Borrower was created in 2001 and has no experience in the ownership and operation of senior housing facilities such as the Project. (See"The Borrower" in Appendix B to this Official Statement.) The Borrower will enter into a Management Agreement (the "Management Agreement") with Great Lakes Management Company, a Minnesota corporation (the " Manager"). Under the terms of the Management Agreement, the Manager will provide management services regarding all phases of the operation of the Project. The term of the Management Agreement is limited to five (5) years, with a two (2) year renewable term, subject to earlier termination as set forth in the Management Agreement. The executive offices of the Manager are located at 5000 Glenwood Avenue, Suite 150, Golden Valley, Minnesota. (See"The Project Management"in Appendix B to this Official Statement.)Upon expiration or earlier termination of the Management Agreement, if the Borrower is unable to enter into a new management agreement with the Manager on mutually acceptable terms or to attract a comparable replacement manager in a timely manner, the revenues of the Borrower from the Project may be adversely affected. Construction Risks Construction of any project is subject to the risks of cost overruns, noncompletion and delays due to a variety of factors, including, among other things, site difficulties, necessary design changes or final detailing,labor strife,delays in and shortages of materials, weather conditions, fire and casualty. Any delay in the completion of the Project could materially adversely affect the timely receipt of revenues required to pay the Series 2001 Bonds. The Borrower has entered into a contract for construction of the Project with Frana and Sons, Inc., Hopkins, Minnesota,which contract includes a guaranteed maximum price of$5,208,000 for the construction of the Project Facilities. In addition,Dunbar Development Corporation,Minneapolis,Minnesota,has been retained to act as the project coordinator of the Project. The Borrower has also entered into an agreement with Miller, Hanson, Westerbeck, Berger, Inc.,Minneapolis, Minnesota for the design of the Project. However, no assurance or guarantee can be given that, in the event of nonperformance under any contract or agreement described herein, the Borrower will make the required payments pursuant thereto. Damage or Destruction Although the Borrower will be required to obtain certain insurance as set forth in the Loan Agreement,there can be no assurance that the Project will not suffer losses for which insurance cannot be or has not been obtained or that the amount of any such loss, or the period during which the Project cannot generate revenues, will not exceed the coverage of such insurance policies. The Ground Lease The HRA, pursuant to the Ground Lease, has leased to the Borrower the land upon which the Project and related facilities will be located. The term of the Ground Lease is for approximately ninety-nine(99)years unless sooner terminated. The lease payments of$1.00 per year will be prepaid at the closing on the Series 2001 Bonds. The Ground Lease is a"net lease"to the HRA with all costs or expenses required to be paid by the Borrower. The HRA is required to give any notice of a default under the Ground Lease, a termination of the Ground Lease or a matter on which the HRA may claim a default to the Trustee, as mortgagee under the Mortgage and the Subordinate Mortgage, and the Trustee has an opportunity to cure any default within certain time periods. A termination of the Ground Lease will render the Mortgage Property valueless. The HRA has not subordinated its interest in the Ground Lease to the Mortgage or the Subordinate Mortgage. The HRA has no obligation or responsibility for payment of principal of and interest on the Bonds. See "The Ground Lease" in Appendix A. Competition Presently,the Project faces competition from existing facilities and is likely to face additional competition in the future either as a result of new construction or the renovation of existing facilities. Such competition may be based on prices, services, amenities and facilities, location,reputation,affiliation or other factors. Currently,there are no restrictive regulatory or similar barriers to entry into the senior housing industry. No assurance can be given that occupancy or rental rates of the Project will not be adversely affected by future competition. At this time, the Borrower is not aware of any pending developments within the primary market area of the Project. (See"The Project-Market Area and Competition" in Appendix B to this Official Statement.) No assurance can be given that occupancy of the Project or the level of rents to be charged will not be adversely affected by the availability of the other senior housing facilities in the Project's market area and elsewhere. Liability under Loan Agreement; Value of Mortgaged Property The obligations of the Borrower under the Loan Agreement to repay the Loan (whether by acceleration or otherwise)are nonrecourse against the Borrower and are secured only by the Collateral. (See "The Loan Agreement-Loan and Loan Repayments" in Appendix A to this Official Statement.) The Sponsor has no obligation under the Loan Agreement and has not guaranteed the Borrower's obligations thereunder. Attempts to foreclose under the Mortgage or the Subordinate Mortgage may be met with protracted litigation and/or bankruptcy proceedings, which proceedings cause delays. (See "ENFORCEABILITY OF OBLIGATIONS" herein.) Thus, there can be no assurance that upon the occurrence of a default under the Loan Agreement, the Trustee will be able to obtain possession of the Project and generate revenue therefrom in a timely fashion. Furthermore,there can be no assurance that the Project,if sold upon default under the Loan Agreement and foreclosure of the Mortgage and the Subordinate Mortgage, would realize an amount sufficient to pay all outstanding Series 2001 Bonds, any outstanding Additional Bonds and accrued interest. Foreclosure as a Remedy In the event of foreclosure under the Mortgage to pay the Senior Bonds,any proceeds thereof will be used to pay the Senior Bonds. The Mortgage and the Subordinate Mortgage constitute liens on the leasehold interest of the Borrower in the land on which the Project is located and is subject to the Ground Lease. The Mortgage and the Subordinate Mortgage also grant security interests in and assignments of all rents, revenues and profits of the Project and the Trustee, as leasehold mortgagee, could, in the event of default under the Series 2001 Bonds,pursue remedies under the Uniform Commercial Code. Foreclosure of a leasehold mortgage,such as the Mortgage and the Subordinate Mortgage,would only result in the ability of the Trustee or its assigns to occupy the land on which the Project is located in accordance with the terms of the Ground Lease. No fee title interest in such land could be received under foreclosure. Leasehold mortgage foreclosures in Minnesota are governed by statute and permit two alternative methods, "by action" or"by advertisement." The latter is normally utilized since it is slightly faster, less expensive and does not have the same tendency to invite contest as does foreclosure by action. The process is normally initiated by the publication,recordation and service of a notice of foreclosure. This notice must include all relevant information on the mortgage loan and the secured premises as well as a statement of the time and place of sale and the time allowed by law for redemption by the mortgagor. This notice must then be published in a legal newspaper each week for six consecutive weeks. Service of the notice on the mortgagor and any other affected party must be completed at least four weeks prior to the designated date of the foreclosure sale. Compliance with the above publication and service of notice requirements within the prescribed time limitations is essential to the validity of the mortgage foreclosure sale. Prior to the foreclosure sale,the mortgagor has the right to reinstate the mortgage and prevent foreclosure by curing all defaults on a current basis and by paying attorney's fees and out-of-pocket disbursements to the extent permitted by statute. If the mortgage is not reinstated, the foreclosure sale is held in the sheriff's office in the county in which the real estate being foreclosed is located. Although anyone can bid at a foreclosure sale,the normal result of the foreclosure sale is that the lender bids in the debt without competing bidders, and purchases the mortgaged property from the defaulting borrower through the sheriff, subject to the rights of the borrower and subsequent creditors to redeem. The holding of such foreclosure sale starts the period of redemption running. The period of redemption will normally be six months but can be as long as twelve months. During the period of redemption, the mortgagor normally retains the right to remain in possession of the mortgaged property without making mortgage payments or paying real estate taxes(subject to the mortgagee's rights to the assignment of leases and rents). During the period of redemption, the mortgagor has the right to pay off the entire indebtedness, including full principal, accrued interest, any amounts reasonably paid by the mortgagee to preserve the security,and attorney's fees and disbursements to the extent allowed by statute. If a receiver is appointed under the assignment of rents provision of a mortgage, such receiver will collect all rents and revenues during the foreclosure proceedings. See "The Mortgage -- Assignment of Leases and Rents" in Appendix A. After the period of redemption expires,the mortgagee is entitled to possession of the premises, but may have to bring an unlawful detainer proceeding to enforce its possessory rights, and a proceeding subsequent in the case of Torrens property to perfect its title to the mortgaged property. It is not unusual, therefore, for a mortgagee to be delayed for up to 10 months or longer from the date of initiation of the mortgage foreclosure proceeding until it realizes its possessory rights. Reliance on the Mortgage and the Subordinate Mortgage as a Remedy The Borrower will execute the Mortgage and the Subordinate Mortgage on the Project in favor of the City to secure the Borrower's obligations pursuant to the Loan Agreement. The City will assign its interest in the Mortgage and the Subordinate Mortgage to the Trustee. Because the Borrower has limited financial assets other than the Project, if there is a default under the Indenture, the primary remedy of the Trustee is to foreclose on the real and personal property security granted pursuant to the Mortgage and the Subordinate Mortgage. Under certain circumstances, such as a payment default on a series of Bonds,the Trustee has the right to foreclose on the Borrower's leasehold interest in the land on which the Project is located and to pursue remedies under the Uniform Commercial Code with respect to the Project. All amounts collected upon foreclosure of the Project pursuant to the Mortgage and the Subordinate Mortgage are to be used to pay certain costs and expenses incurred by, or otherwise related to, the foreclosure, the performance of the Trustee and/or the beneficiary under the Mortgage and the Subordinate Mortgage,and then to pay amounts owed under the Indenture in accordance with the provisions of the Indenture. Any valuation of the Project is based on future projections of income, expenses and capitalization rates throughout the term of the Ground Lease. Additionally,the value of the Project will at all times be dependent upon many factors beyond the control of the Borrower, such as changes in general and local economic conditions, changes in the supply of or demand for competing properties in the same locality,and changes in real estate and zoning laws or other regulatory restrictions. A material change in any of these factors could materially change the value of the Project. Any weakened market condition may also depress the value of the Project. Any reduction in the market value of the Project will adversely affect the security available to the owners of the Series 2001 Bonds. There is no assurance that the amount available upon foreclosure of the Project after the payment of foreclosure costs will be sufficient to pay the amounts owed by the Borrower on the Series 2001 Bonds. In the event of foreclosure,it is unlikely that the Project could be sold at 100%of its estimated fair market value since the Ground Lease may have an adverse effect on value. Except as described below, the Series 2001 Bonds will have available, under certain circumstances described herein, the remedy of foreclosure of the Mortgage and the Subordinate Mortgage in the event of a default(after giving effect to any applicable grace periods,and subject to any legal rights which may operate to delay or stay such foreclosure, such as may be applicable in the event of the Borrower's bankruptcy),there are substantial risks that the exercise of such a remedy will not result in recovery of sufficient funds to pay amounts due on the Series 2001 Bonds. In the event that a leasehold mortgage is actually foreclosed,then,in addition to the customary costs and expenses of operating and maintaining the Project,the party or parties succeeding to the interest of the Borrower in the Project(including the Trustee on behalf of Bondholders)could be required to bear certain associated costs and expenses,which could include: the cost of complying with federal, state or other laws, ordinances and regulations related to the removal or remediation of certain hazardous or toxic substances, the cost of complying with laws, ordinances and regulations related to health and safety, and the continued use and occupancy of the Project;such as the Americans with Disabilities Act;and costs associated with the potential reconstruction or repair of the Project in the event of any casualty or condemnation. Enforceability of Remedies The Series 2001 Bonds are payable from the Loan Repayments to be made by the Borrower under the Loan Agreement. Pursuant to the Mortgage, the Senior Bonds are secured by a first leasehold mortgage lien on,first security interest in,and an assignment of leases and rents of,the Mortgaged Property and,pursuant to the Subordinated Mortgage,the Subordinate Bonds are secured by a second leasehold mortgage lien on, a second security interest in,and an assignment of leases and rents of,the Mortgaged Property. The practical realization of any recovery upon a default will depend upon the exercise of various remedies specified by the Indenture, the Mortgage, the Subordinate Mortgage and the Loan Agreement. These and other remedies may,in many respects,require judicial actions,which are often subject to discretion and delay. Under existing law,the remedies specified in the Indenture,the Mortgage, the Subordinated Mortgage and the Loan Agreement may not be readily available or may be limited. A court may decide not to order the specific performance of the covenants contained in those documents. The various legal opinions to be delivered concurrently with the delivery of the Series 2001 Bonds will be qualified as to the enforceability of the various legal instruments by limitations imposed by state and federal laws,rulings and decisions affecting remedies and by bankruptcy,insolvency,reorganization, moratorium or other laws affecting the enforcement of creditors' rights. If the Borrower were to file a petition under the Bankruptcy Reform Act of 1978,as amended (the "Bankruptcy Code"), the Bankruptcy Code would limit the ability of the Trustee to exercise rights in the collateral under the Mortgage and the Subordinate Mortgage. If the Borrower were to file a plan of reorganization, such plan could include provisions modifying or altering the rights of creditors, including the Bondholders. Among other conditions, any such plan, in order to be confirmed, would have to be determined by the bankruptcy court to be in the best interests of creditors and feasible, and either be accepted by creditors of each class impaired thereby, or, if not so accepted,be determined to be fair and equitable and not to discriminate unfairly in favor of any class of claims or interests. Notwithstanding that repayment of the Series 2001 Bonds is secured by assignments of rents and leases of and liens on the Mortgaged Property, a bankruptcy of the Borrower could impose significant risks of delay, limitation or modification of the Bondholders' rights against the Borrower. These risks include,without limitation,the risk that the interest rates on and repayment and other terms of the Series 2001 Bonds could be modified in bankruptcy proceedings,and, if the value of the collateral for the Series 2001 Bonds, as determined by a court of competent jurisdiction,is less than the full amount due on the Series 2001 Bonds, the Series 2001 Bonds may not be repaid in full. Termination or Reduction of Tax Increment Assistance Under certain circumstances as discussed herein under "TAX INCREMENT ASSISTANCE,"the Orono Housing and Redevelopment Authority's ongoing tax increment assistance with respect to the Project Facilities may terminate or be reduced. Such termination or reduction could adversely affect the ability of the Borrower to make its Loan Repayments with respect to debt service on the Series 2001 Bonds. Also,the tax increment assistance ends approximately 12 years before the final maturity of the Series 2001 Bonds. Uncontrollable Factors. The amount of tax increment assistance to be received in each year is dependent on(i)the extent to which the Project is taxable,(ii)the market value of the Project, (iii) the aggregate amount by which that market value, after applying the applicable "class rate" ratios for the various parcels of property, results in an incremental increase in current taxable value ("current tax capacity") over the original taxable value ("original tax capacity")of the property,(iv)the aggregate rate of property tax levies imposed by the applicable taxing jurisdictions,which is included in the calculations of tax increment on the Project(collectively,the"tax capacity rate"or"local tax rate"),and(v)changes in law which affect any of the foregoing factors. Changes in Law. Changes in State law through legislative enactment, judicial interpretation or administrative ruling, may reduce the maximum amount of property tax levies by taxing jurisdictions,substitute alternative revenue sources for property taxes to pay for government services, expand the circumstances under which property ceases to be taxable, adversely affect market value,limit the taxable value of property or otherwise shift the burden of paying property taxes between various types of property, or modify remedies for collecting taxes, resulting in a reduction in the tax increment assistance. Such changes may include constitutional and statutory limitations on the rate of property taxation, the growth in the taxable valuation of property and the percentage of the market value of property subject to taxation. Income Restrictions In order to qualify for the tax increment assistance,the Borrower is required to lease at least 20% of the units in the Project to tenants whose incomes do not exceed 50%of the median gross income for the Minneapolis-St. Paul metropolitan area, adjusted for family size. These limitations on tenant incomes may in the future limit the revenues which can be generated by the Project, which must be sufficient to pay operating costs of the Project and to pay principal of and interest on the Series 2001 Bonds. In the event that Project revenues are not sufficient to pay operating costs of the Project and to pay principal of and interest on the Bonds, the Borrower would be in default under the Loan Agreement, and such default could result in an acceleration of the Series 2001 Bonds. See "TAX INCREMENT ASSISTANCE." Financial Forecast The forecasted financial statements prepared by the Borrower and examined by Virchow, Krause & Co., LLP, Minneapolis, Minnesota, are based upon assumptions made by the Borrower. No assurance can be given that the results described in the financial forecast will be achieved,or that there has been no change in underlying considerations since the date of the financial forecast. The Borrower does not intend to issue additional forecasts and, accordingly, there are risks inherent in using the financial forecast in the future as it becomes outdated. The financial forecast is only for the years ending December 31, 2001 through 2006 and does not cover the entire period during which the Series 2001 Bonds may be outstanding. No guaranty can be made that the financial forecast will correspond with the results actually achieved in the future because there is no assurance that actual events will correspond with the assumptions made by management of the Borrower. For example, the financial forecasts make certain assumptions as to demand for senior housing facilities and anticipated rent increases during the forecast period. These assumptions have been the subject of a market study. Inevitably, the Borrower's actual future operations and financial condition will differ from those projected, and actual future events and conditions will differ from those assumed by the Borrower. Such differences may be material and adverse. Actual operating results may be affected by many factors, including, but not limited to, increased costs, lower than anticipated revenues (as a result of insufficient occupancy, low rental rates, concessions or otherwise), taxes, changes in demographic trends, changes in the housing industries and local and general economic conditions. The financial forecast, which appears in Appendix C should be read in its entirety Market Study The ultimate success of the Project and the future sufficiency of revenues to timely pay all debt on the Series 2001 Bonds and Operating Expenses is dependent on the existence of adequate tenant demand for units in the Project at anticipated rental rates. The speed at which the Project's units are initially filled following completion is critical, as well as maintenance of the long-term occupancy levels of the Project. The projections of the Project's cash flow set forth in Appendix C hereto assume certain periods for the Project's initial fill-up, rental rates and occupancy levels. Such assumptions, in turn, are based on recommendations from Maxfield Research,Inc. ("Maxfield")who prepared a market study for the Project(the "Market Study"). According to Maxfield, the recommendations in the Market Study reflect a conclusion by Maxfield that an immediate need exists for the recommended facilities, without the expression of an opinion as to long-term need. See Appendix B under the heading"The Project-Market Area and Competition"and Appendix D for a summary of the Market Study. The revenue assumptions of the Borrower in the projections of operations are based on the recommendations contained in the Market Study. Further, the Borrower believes Maxfield is experienced and reputable in its field. Nevertheless, the conclusions of the Market Study reflect only the opinions of Maxfield and are no guarantee that actual demand exists or will continue to exist to support the assumptions of the Borrower. ACTUAL LEASE-UP AND OCCUPANCY OF THE PROJECT FACILITIES IN THE FUTURE WILL VARY FROM CONCLUSIONS IN THE MARKET STUDY,WHICH VARIANCE MAY BE MATERIAL AND ADVERSE. IF, AMONG OTHER THINGS, INITIAL LEASE-UP OF THE PROJECT FACILITIES IS MATERIALLY SLOWER OR RENTAL RATES ARE MATERIALLY LESS THAN ASSUMED BY THE SELLER AND THE BORROWER BASED ON THE MARKET STUDY,REVENUES WILL BE LESS THAN PROJECTED, AND PERHAPS MATERIALLY LESS. Risks of Subordinate Bonds ' THE SUBORDINATE BONDS ARE SPECULATIVE SECURITIES AND ARE SUBJECT TO CERTAIN ADDITIONAL RISKS. PROSPECTIVE PURCHASERS OF SUBORDINATE BONDS SHOULD MAKE SUCH INVESTIGATIONS AND OBTAIN SUCH ADDITIONAL INFORMATION DIRECTLY FROM THE BORROWER AND OTHERS AS THEY DEEM ADVISABLE IN CONNECTION WITH THEIR EVALUATION OF THE SUITABILITY OF THE SUBORDINATE BONDS FOR INVESTMENT. BEFORE PURCHASING ANY OF THE SUBORDINATE BONDS, PROSPECTIVE INVESTORS AND THEIR PROFESSIONAL ADVISORS SHOULD CAREFULLY CONSIDER, AMONG OTHER THINGS, THE ABOVE AND THE FOLLOWING RISK FACTORS,WHICH ARE NOT MEANT TO BE AN EXHAUSTIVE LISTING OF ALL RISKS ASSOCIATED WITH THE PURCHASE OF THE SUBORDINATE BONDS. THE ORDER OF PRESENTATION OF THESE RISK FACTORS DOES NOT NECESSARILY REFLECT THE ORDER OF THEIR IMPORTANCE. POTENTIAL INVESTORS SHOULD BE THOROUGHLY FAMILIAR WITH THIS ENTIRE OFFICIAL STATEMENT INCLUDING THE APPENDICES HERETO IN ORDER TO MAKE A JUDGMENT AS TO WHETHER THE SUBORDINATE BONDS ARE AN APPROPRIATE INVESTMENT. PURCHASE OF THE SUBORDINATE BONDS WILL CONSTITUTE AN INVESTMENT SUBJECT TO A HIGH DEGREE OF RISK,INCLUDING THE RISK OF NONPAYMENT OF PRINCIPAL AND INTEREST AND SEVERELY LIMITED REMEDIES AND SECURITY. General THE SUBORDINATE BONDS ARE SECURED BY A SUBORDINATE LIEN ON THE PROJECT WHICH IS WHOLLY SUBORDINATE TO THE MORTGAGE SECURING THE SENIOR BONDS. SO LONG AS THE SENIOR BONDS REMAIN OUTSTANDING,THE TRUSTEE'S ABILITY TO EXERCISE REMEDIES UNDER THE SUBORDINATE MORTGAGE IS SEVERELY LIMITED. A DEFAULT WITH RESPECT TO THE SENIOR BONDS DOES NOT, EXCEPT UNDER CERTAIN CIRCUMSTANCES, CONSTITUTE A DEFAULT ON THE SUBORDINATE BONDS, AND THE REMEDIES AVAILABLE TO THE TRUSTEE AND THE SUBORDINATE BONDHOLDERS IN THE EVENT OF A DEFAULT ON THE SUBORDINATE BONDS ARE SEVERELY LIMITED. The indebtedness evidenced by the Subordinate Bonds is and shall be subordinate in right of payment to the prior payment in full of all the indebtedness evidenced by the Senior Bonds to the extent and in the manner provided in the Indenture. The Subordinate Bonds are and shall be subject and subordinate in all respects to the liens, terms, covenants and conditions of the Senior Bonds. The rights and remedies of the holder and each subsequent holder of the Subordinate Bonds under the Indenture are subject to the restrictions and limitations set forth in the Indenture. Nothing in the Indenture shall be construed to prohibit current payment of amounts due with respect to the Subordinate Bonds if all payments then currently due under the Senior Bonds have been made. The obligations of the Borrower under the Loan Agreement securing the Subordinate Bonds are nonrecourse as to the Borrower, and as such are limited to the assets of the Borrower(which consist solely of the Project and which are subject to the Mortgage), and the amounts held in the funds and accounts(other than the Rebate Fund) established under the Indenture. Future revenues and expenses of the Borrower and the Project are subject to conditions which may change in the future to an extent that cannot be determined at this time. No representations or assurances can be made that Revenues will be realized by the Borrower in the amounts necessary and at the times required to make any payments with respect to, or in amounts sufficient to pay, the principal of and interest on the Subordinate Bonds or that the Trustee, upon taking of remedial action under the Indenture and the Loan Agreement, will be able to realize amounts sufficient for such purpose. The remedies available to the Trustee in the event of a default in connection with the Subordinate Bonds are severely limited. See "—Risks of Subordination" below. Risks of Subordination The obligation of the Borrower to make payments under the Loan Agreement with respect to the Subordinate Bonds and the enforcement of remedies under the Subordinate Mortgage are subject to substantial limitations imposed by the Indenture,which limitations may affect the timely and ultimate payment of principal of and interest on the Subordinate Bonds. The Trustee may not exercise any remedies upon an Event of Default with respect to the Subordinate Bonds unless the Senior Bonds are paid in full, and any action taken by the Trustee to enforce the Subordinate Mortgage shall be subject to the provisions of the Mortgage. Because the Subordinate Bonds will be secured by a second lien that is subordinate and junior to the Mortgage, the proceeds from any liquidation, insurance or condemnation proceedings with respect to the Project will be available to satisfy the outstanding balance of the Subordinate Bonds only to the extent that the claims of the mortgagee under the Mortgage have been satisfied in full,including any related foreclosure costs. In addition,the Trustee as subordinate mortgagee may not foreclose on the Project unless it forecloses subject to the Mortgage, in which case it must either pay the entire amount due on the Mortgage at or prior to the foreclosure sale or undertake the obligation to make payments on the Mortgage in the event the Borrower is in default thereunder. The Trustee will not have any other source of funds to satisfy the Mortgage or make payments due on the Mortgage. An overall decline in the residential real estate market, the general condition of the Project, or other factors, could adversely affect the value of the Project such that the outstanding balance of the Subordinate Bonds, together with that of the Senior Bonds, exceeds the value of the Project. A decline in the value of the Project would affect the interest of the Trustee as subordinate mortgagee in the Project before having any effect on the interest of the senior mortgagee, and could cause the Trustee's interest in the Project, as subordinate mortgagee, to be extinguished. Maintenance of Sponsor's Tax-Exempt Status The exclusion of interest on the Series 2001 Tax-Exempt Bonds from gross income for federal income tax purposes depends on,among other things,the continued status of the Sponsor as a nonprofit charitable organization described in Section 501(c)(3) of the Code ("501(c)(3) Organization"). The Sponsor's counsel, Christoffel & Elliott, P.A., St. Paul, Minnesota,on the date of issuance of the Series 2001 Bonds,will deliver its opinion that the Sponsor is a 501(c)(3)Organization. The Sponsor submitted an application for and obtained recognition from the Internal Revenue Service of its status as a 501(c)(3) organization. However, such status might be revoked, and perhaps retroactively, for material noncompliance with factual representations made in the Sponsor's application. A revocation of tax-exempt status or a tax penalty could result if the Internal Revenue Service found that there has been private inurement to any individual or for-profit entity as a result of the transactions contemplated in this Official Statement. Any such revocation likely would render the interest on the Series 2001 Tax-Exempt Bonds includable in federal gross income and would cause a mandatory redemption of all Series 2001 Bonds. Tax Exemption The tax-exempt status of the interest on the Series 2001 Tax-Exempt Bonds is conditioned upon the Borrower and the Sponsor complying with the requirements of the Act, the Code,as amended,and applicable Treasury Regulations as they relate to the Series 2001 Tax-Exempt Bonds. Failure of the Borrower to comply with the terms and conditions of the Loan Agreement, the Indenture and other documents as described herein may result in the loss of the tax-exempt status of the interest on the Series 2001 Tax-Exempt Bonds retroactive to the date of issuance of the Series 2001 Tax-Exempt Bonds. (See "TAX EXEMPTION" herein.) Holders of Series 2001 Tax-Exempt Bonds will not receive any additional interest to compensate them for federal income taxes,interest and penalties which may be assessed with respect to such interest. The Series 2001 Bonds are subject to mandatory redemption upon a Determination of Taxability,at a redemption price equal to par,plus accrued interest, and unless the Borrower delivers to the Trustee a written opinion of Bond Counsel to the effect that the Determination of Taxability was not caused by an action taken or not taken by the Borrower,plus a premium equal to 3%of the principal amount of the Series 2001 Bonds to be redeemed. There can be no assurance that sufficient money would be available in such event to redeem the Series 2001 Bonds. Further, there can be no assurance that a Determination of Taxability will follow promptly the events which give rise to the Determination of Taxability, so that tax obligations may accrue for substantial periods preceding the redemption of Series 2001 Bonds upon a Determination of Taxability. If interest on the Tax-Exempt Bonds should become includable in gross income for purposes of federal income taxation,the market for and value of the Series 2001 Tax-Exempt Bonds would be adversely affected. (See "TAX EXEMPTION" herein.) Lack of Secondary Market The Underwriter expects to effect secondary market trading in the Series 2001 Bonds. However,the Underwriter will not be obligated to make a market in the Series 2001 Bonds or purchase Series 2001 Bonds upon request. It is not expected that an active trading market for the Series 2001 Bonds will develop and,particularly because the Series 2001 Bonds are unrated, liquidity of the Series 2001 Bonds may be limited. Adverse developments, including insufficient cash flow from the Project Facilities,may have an unfavorable effect upon the price for the Series 2001 Bonds in the secondary market or upon a Bondholder's ability to sell the Series 2001 Bonds. Absence of Rating The Series 2001 Bonds have not received a credit rating from any organization engaged in the business of publishing such ratings. Typically,unrated bonds lack liquidity in the secondary market compared to rated bonds. As a result of the foregoing, the Series 2001 Bonds are believed to bear interest at higher rates than would prevail for bonds with comparable maturities and redemption provisions that have investment grade ratings. Nevertheless, Series 2001 Bonds should not be purchased by any investor who, because of financial condition,investment policies or otherwise,does not desire to assume,or have the ability to bear, the risks inherent in an investment in the Series 2001 Bonds. Other Factors An investment in the Series 2001 Bonds, involves a substantial element of risk. In order to identify risk factors and make an informed investment decision,potential investors should be thoroughly familiar with this entire Official Statement in order to make a judgment as to whether the Series 2001 Bonds are an appropriate investment. Purchasers of the Series 2001 Bonds, particularly purchasers that are corporations (including S corporations and foreign corporations operating branches in the United States of America), property or casualty insurance companies, banks, thrifts or other financial institutions or certain recipients of Social Security benefits, are advised to consult their tax advisors as to the tax consequences of purchasing or holding the Series 2001 Bonds. Summary The foregoing is intended only as a summary of certain risk factors attendant to an investment in the Series 2001 Bonds. In order for potential investors to identify risk factors and make an informed decision,potential investors should be thoroughly familiar with this entire Official Statement and the appendices hereto. SUITABILITY STANDARDS FOR MINNESOTA INVESTORS Minnesota. The Series 2001 Bonds have not been rated by any rating agency. Consequently,in accordance with regulations of the Commerce Department of the State of Minnesota,with respect to Minnesota residents,the Series 2001 Bonds may be offered solely to and may be purchased only by persons having a minimum annual gross income of$30,000 and a net worth of$30,000, or in the alternative, a net worth of$75,000. Net worth is determined exclusive of home, home furnishings and automobiles. THE SERIES 2001 BONDS General Series 2001 Bonds are being issued as of the date of delivery and in the aggregate principal amount of$7,825,000*of Series 2001A Bonds,$210,000*of Series 2001B Bonds and $250,000* of Subordinate Bonds, and with the maturities and annual interest rates set forth on the cover hereof. Interest will be payable semiannually on each May 1 and November 1 (each an"Interest Payment Date"),commencing May 1,2002,calculated on the basis of a 360-day year with twelve months of thirty days. Interest will compound on May 1 and each Interest Payment Date thereafter. The Series 2001 Bonds will be delivered in fully registered form only and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"). DTC will act as securities depository for the Series 2001 Bonds. Ownership interests in the Series 2001 Bonds may be purchased in book-entry form only in denominations of$5,000 or multiples thereof (See "THE SERIES 2001 BONDS - Book-Entry Only System" herein.) Redemption Prior to Maturity Mandatory Sinking Fund Redemption. In connection with the Mandatory Tender Date, the Remarketing Agent shall establish a schedule for mandatory sinking fund redemption payments such that the scheduled annual debt service on the Series 2001 Tax- Exempt Bonds throughout the remaining term of the Series 2001 Tax-Exempt Bonds will be approximately level,taking into account the interest rate to go into effect on the Mandatory Tender Date. The Series 2001B Bonds are subject to mandatory sinking fund redemption,in part, on the dates and in the principal amounts set forth below at the principal amount thereof plus accrued interest and without premium: Series 2001B Bonds Maturing November 1, 2006 Redemption Date Sinking Fund Redemption Date Sinking Fund Principal Amount Principal Amount2004 $85,000 2006* $30,000 2005 95,000 *Stated Maturity. Optional Redemption. On and after November 1,2006,all Series 2001 Tax-Exempt Bonds, subject to the priority discussed below, are subject to redemption and prepayment prior to maturity upon request of the Borrower and deposit of funds therefor, in whole or in part on any Business Day and, if in part, from such stated maturities in principal amounts selected by lot in such manner as the Trustee shall designate at a redemption price equal to the principal amount thereof to be redeemed, plus accrued interest to the redemption date, plus a premium, as follows: Redemption Date Premium November 1, 2006 through October 31, 2007 102% November 1, 2007 through October 31, 2008 101% November 1, 2008 and thereafter None The Series 2001 Tax-Exempt Bonds shall be redeemed in the following order of priority: first, the Series 2001A Bonds, and second, the Subordinate Bonds. Optional Redemption Due to Casualty or Condemnation. All Series 2001 Bonds are subject to redemption and prepayment prior to maturity at any time on any Business Day,in whole but not in part,at the principal amount thereof,plus accrued interest to the redemption date, and without premium, upon the optional prepayment by the Borrower of amounts payable under the Loan Agreement in the event of(a) certain damage or destruction to the Project, (b) the Project or any portion thereof is condemned or taken for any public use, or (c) as a result of any changes in laws or as a result of a judicial or administrative determination, the Loan Agreement shall become void, unenforceable or impossible to perform, all as further explained in Appendix A under "The Loan Agreement-Damage or Destruction; Condemnation;" provided, however, that the Series 2001 Bonds shall be redeemed in the following order of priority: first, the Senior Bonds, and second, the Subordinate Bonds. Mandatory Redemption Upon Determination of Taxability. Upon the occurrence of a Determination of Taxability (as defined in Appendix A to this Official Statement), all outstanding Series 2001 Bonds are subject to mandatory redemption and prepayment prior to maturity on the first Business Day for which notice can be duly given hereunder after the Borrower receives notice that a Determination of Taxability has occurred,at their principal amount plus accrued interest to the redemption date,and unless the Borrower shall cause to be delivered to the Trustee a written opinion of Bond Counsel to the effect that the Determination of Taxability was not caused by an action taken or not taken by the Borrower, plus a premium equal to 3% of the principal amount of the Series 2001 Bonds to be redeemed;provided,however,that the Series 2001 Bonds shall be redeemed in the following order of priority: first, the Senior Bonds, and second, the Subordinate Bonds. Special Redemption of Subordinate Bonds. On each December 1, beginning December 1, 2003, the Subordinate Bonds are subject to redemption at a redemption price of 100% of the outstanding principal amount thereof to be redeemed plus accrued interest to the redemption date. Subordinate Bonds shall be redeemed with moneys transferred from the Surplus Fund to the Optional Redemption Account and available for such purpose. Selection of Series 2001 Bonds for Partial Redemption. If less than all of the Bonds of a stated maturity within a series are to be redeemed pursuant to a redemption as provided herein, the Bonds to be redeemed shall be selected by the Trustee by lot or by such other method as the Trustee deems fair. Notice of Redemption; Payment. With respect to any redemption the Trustee is required to cause notice of the redemption to be mailed to the registered owner of each Series 2001 Bond to be redeemed(whether in whole or in part),by first class mail,postage prepaid not earlier than sixty(60)days and not later than thirty(30)days prior to the redemption date. Failure to give a notice, or any defect in any such notice, shall not affect the validity of any proceedings for the redemption of any Series 2001 Bonds not affected by such failure or defect. Acceleration. Upon an Event of Default under the Indenture,all Series 2001 Bonds are subject to acceleration and prepayment on any date at their principal amount, plus accrued interest to the payment date. Mandatory Tender of the Series 2001 Tax-Exempt Bonds The Series 2001 Tax-Exempt Bonds are subject to mandatory tender on November 1, 2011. The Holder of each Series 2001 Tax-Exempt Bond shall tender such Series 2001 Tax-Exempt Bond to the Trustee for purchase on the Mandatory Tender Date. Notice of the Mandatory Tender Date(a"Mandatory Tender Notice") shall be given by the Trustee to the Holders of all Series 2001 Tax-Exempt Bonds not less than 15 days prior to the Mandatory Tender Date. A copy of any Mandatory Tender Notice shall be delivered by the Trustee to the Remarketing Agent and the Borrower. All Series 2001 Tax-Exempt Bonds shall be tendered to the Trustee for purchase at or before 12:00 noon Minneapolis time on the Business Day prior to the Mandatory Tender Date,by delivering such Bonds to the Trustee together with an appropriate instrument of transfer duly executed in blank. On the Mandatory Tender Date,the Trustee,acting on behalf of the Borrower and for the benefit of the Holders of the Series 2001 Tax-Exempt Bonds from time to time,shall purchase or cause to be purchased all Series 2001 Tax-Exempt Bonds at a purchase price equal to the principal amount thereof plus accrued interest thereon. Funds for the payment of the purchase price of such Series 2001 Tax-Exempt Bonds shall be drawn by the Trustee from the Bond Purchase Fund. Any Series 2001 Tax-Exempt Bond which is not tendered on or prior to the Mandatory Tender Date with respect to such Series 2001 Tax-Exempt Bond(an"Untendered Bond"), as to which there has been irrevocably deposited with the Trustee an amount sufficient to pay the purchase price thereof shall be "deemed tendered" for purposes of the Indenture and shall cease to accrue interest on such Mandatory Tender Date,as the case may be,and the Holder thereof shall not be entitled to any payment other than the purchase price for such Untendered Bond, and shall no longer be entitled to the benefits of the Indenture, except for payment of the purchase price therefor and interest thereon through the Mandatory Tender Date from moneys held by the Trustee for such purpose upon presentment of such Bond to the Trustee. Miller Johnson Steichen Kinnard,Inc.will serve as Remarketing Agent will respect to the remarketing of the Series 2001 Tax-Exempt bonds. Book-Entry Only System The Depository Trust Company, New York, New York, will act as securities depository for the Series 2001 Bonds. The Series 2001 Bonds will be issued as fully- registered securities registered in the name of Cede & Co. (DTC's partnership nominee). One fully registered Series 2001 Bond certificate will be issued for each of the maturities in the aggregate principal amount of each such maturity, and will be deposited with DTC. DTC is a limited-purpose trust company organized under the New York Banking Law,a"banking organization"within the meaning of the New York Banking Law,a member of the Federal Reserve System,a"clearing corporation"within the meaning of the New York Uniform Commercial Code,and a"clearing agency"registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds securities that its participants ("Participants") deposit with DTC. DTC also facilitates the settlement among Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in Participants' accounts, thereby eliminating the need for physical movement of securities certificates. "Direct Participants" include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National Association of Securities Dealers,Inc. Access to the DTC system is also available to others such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). The rules applicable to DTC and its Participants are on file with the Securities and Exchange Commission. Purchases of the Series 2001 Bonds under the DTC system must be made by or through Direct Participants,which will receive a credit for the Series 2001 Bonds on DTC's records. The ownership interest of each actual purchaser of each Series 2001 Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction,as well as periodic statements of their holdings,from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2001 Bonds are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Series 2001 Bonds, except in the event that use of the book- entry system for the Series 2001 Bonds is discontinued. To facilitate subsequent transfers, all Series 2001 Bonds deposited by Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co. The deposit of Series 2001 Bonds with DTC and their registration in the name of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2001 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2001 Bonds are credited,which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants,by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Redemption notices shall be sent to Cede & Co. If less than all of the Series 2001 Bonds within a maturity are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede&Co.will consent or vote with respect to Series 2001 Bonds. Under its usual procedures,DTC will mail an omnibus proxy to the City as soon as possible after the applicable record date. The omnibus proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Series 2001 Bonds are credited on the record date (identified in a listing attached to the omnibus proxy). So long as Cede & Co. is a record owner of the Series 2001 Bonds, Cede & Co. shall be entitled to all applicable voting rights and to receive the full amount of all distributions payable with respect thereto. DTC will treat any Participant having Series 2001 Bonds credited to its DTC accounts as entitled to the full benefits of ownership of such Series 2001 Bonds. Without limiting the generality of the preceding sentence,DTC will treat any Participant having Series 2001 Bonds credited to its DTC accounts as entitled to receive distributions(and voting rights,if any)in respect of Series 2001 Bonds,and to receive from DTC certificates evidencing Series 2001 Bonds. Principal,premium, if any, and interest payments on the Series 2001 Bonds will be made to DTC. DTC's practice is to credit Direct Participants' accounts on the payable date in accordance with their respective holdings shown on DTC's records unless DTC has reason to believe that it will not receive payment on the payable date. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name,"and will be the responsibility of such Participant and not of DTC,the City,the Borrower or the Trustee, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal,premium, if any, and interest to DTC is the responsibility of the Trustee,disbursement of such payments to Direct Participants shall be the responsibility of DTC,and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Series 2001 Bonds at any time by giving reasonable notice to the City or the Trustee. Under such circumstances,in the event that a successor securities depository is not obtained, physical Series 2001 Bonds are required to be printed and delivered. Further,the Borrower may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, physical Series 2001 Bonds will be printed and delivered. The foregoing description concerning DTC and DTC's book-entry system is based solely on information provided by DTC, and neither the City, the Borrower nor the Underwriter takes responsibility for the accuracy thereof and no representation is made herein as to the accuracy or completeness of such information. The City, the Borrower and the Trustee cannot and do not give any assurances that DTC, DTC Participants, Direct Participants or Indirect Participants will distribute to the Beneficial Owners(i)payments of interest,principal or premium,if any,with respect to the Series 2001 Bonds,(ii)certificates representing ownership interest in or other confirmation of ownership interest in the Series 2001 Bonds, or(iii) redemption or other notices sent to DTC or Cede& Co., its nominee, as the registered owner of the Series 2001 Bonds, or that they will do so on a timely basis or that DTC, DTC Participants, Direct Participants or Indirect Participants will act in the manner described in this Official Statement. The current "Rules" applicable to DTC are on file with the Securities and Exchange Commission, and the current"Procedures"of DTC to be followed in dealing with DTC Participants are on file with DTC. BENEFICIAL OWNERS WILL NOT RECEIVE PHYSICAL DELIVERY OF SERIES 2001 BONDS AND WILL NOT BE RECOGNIZED BY THE TRUSTEE AS OWNERS THEREOF, AND BENEFICIAL OWNERS WILL BE PERMITTED TO EXERCISE THE RIGHTS OF OWNERS ONLY INDIRECTLY THROUGH DTC AND THE PARTICIPANTS. Payments Upon Abandonment of Book-Entry Only System In the event that the book-entry-only system described above is no longer used with respect to the Series 2001 Bonds, interest on the Series 2001 Bonds will be payable to the persons whose names appear on the registration books of the Trustee as Holders thereof as of the fifteenth day of the month next preceding an Interest Payment Date (each a "Record Date")by check or draft mailed by first-class mail,postage prepaid,on the Interest Payment Date to such Owner at his or her address as it appears on the registration books. However, at the written request of an Owner of at least $500,000 in aggregate principal amount of Outstanding Series 2001 Bonds filed with the Trustee prior to any Record Date, interest on such Series 2001 Bonds is to be paid to such Owner by wire transfer of immediately available funds to an account in the continental United States designated in such written request. Principal of and redemption premium, if any, are payable upon presentation and surrender of the Series 2001 Bond at the maturity or the prior redemption thereof at the principal corporate trust office of the Trustee. Transfer and Exchange Upon Abandonment of Book-Entry Only System In the event that the book-entry-only system described above is no longer used,upon receipt by the Trustee of the outstanding Series 2001 Bonds, new Series 2001 Bonds are to be authenticated and delivered in such denominations(of$5,000 and multiples thereof)and registered as provided in the Indenture. Thereafter,the registration of any Series 2001 Bond may be transferred upon the registration books by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Series 2001 Bond for cancellation, accompanied by delivery of a duly executed written instrument of transfer in a form acceptable to the Trustee. The City shall thereupon execute and the Trustee authenticate and deliver to the transferee a new Series 2001 Bond or Series 2001 Bonds of like tenor and aggregate principal amount. Any Series 2001 Bond may be exchanged for an equal aggregate principal amount of Series 2001 Bonds of any authorized denominations at the option of the Owner thereof upon the surrender thereof at the principal corporate trust office of the Trustee. The City and the Trustee will not be required to register any such transfer of or to exchange any Series 2001 Bond after the mailing of notice calling such Series 2001 Bond for redemption has been given or during the 15 days preceding the giving of any notice of redemption. Mutilated, Lost, Destroyed or Stolen Series 2001 Bonds If any mutilated Series 2001 Bond is surrendered to the Trustee, or the Trustee receives evidence to its satisfaction of the destruction,loss or theft of any Series 2001 Bond and there is delivered to the Trustee such security or indemnity as may be required by the Trustee to save the City and the Trustee harmless, then, in the absence of notice to the Trustee that such Series 2001 Bond has been acquired by a bona fide purchaser,the City shall execute and upon the City's request the Trustee shall authenticate and deliver, in exchange for or in lieu of such mutilated,destroyed,lost or stolen Series 2001 Bond,a new Series 2001 Bond of like tenor,principal amount,stated maturity and interest rate,bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Series 2001 Bond has become or is about to become due and payable,the Trustee may,instead of issuing a new Series 2001 Bond, pay such Series 2001 Bond. Upon the issuance of any new Series 2001 Bond as described under this section,the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses(including the fees and expenses of the Trustee, the City and the Borrower) connected therewith. SECURITY FOR THE SERIES 2001 BONDS Limited Obligations; No Pledge of Taxing Authority The Series 2001 Bonds are special,limited revenue obligations of the City and do not constitute an indebtedness, a pecuniary liability, a moral or general obligation or a loan of the credit of the City or a charge, lien or encumbrance, legal or equitable, against the City's property,general credit or taxing powers. Principal of,premium,if any, and interest on the Series 2001 Bonds are payable solely out of (i) the revenues derived from the Loan Repayments made to the City by the Borrower pursuant to the Loan Agreement,(ii)amounts available therefor in the Debt Service Reserve Fund with respect to the Senior Bonds and other funds held under the Indenture,and(iii)under certain circumstances,amounts realized upon the sale or other disposition of the Mortgaged Property under the Mortgage and the Subordinate Mortgage. The right of the City to receive Loan Repayments under the Loan Agreement will be pledged and a security interest therein granted by the City to the Trustee as security for the payment of the Series 2001 Bonds. Neither the State of Minnesota nor any political subdivision thereof shall in any event be liable for the payment of the principal of, premium,if any, or interest on the Series 2001 Bonds or the performance of any pledge,mortgage,obligation or agreement of any kind whatsoever that may be undertaken by the City. Neither the Series 2001 Bonds nor any of the agreements or obligations of the City contained in the Indenture or the Loan Agreement shall be construed to constitute(a)an indebtedness of the State of Minnesota,the City or any other political subdivision of the State within the meaning of any constitutional or statutory limitations,or(b)a general or moral obligation of the City. Loan Repayments; Assignment of Loan Agreement Under the Indenture, the City has pledged its interest in the Loan Agreement (including the amounts payable thereunder to the City by the Borrower,but excluding certain rights to payment of fees, expenses and indemnification)to the Trustee to secure the Series 2001 Bonds. The amounts payable under the Loan Agreement as Loan Repayments are payable directly to the Trustee and will be sufficient, if paid promptly and in full, to make all repayments of principal of and premium,if any,and interest on Outstanding Series 2001 Bonds as the same become due,at maturity,upon redemption and prepayment or otherwise. The Trustee will be authorized to exercise the rights of the City and to enforce the obligations of the Borrower under the Loan Agreement. The Loan Agreement is a nonrecourse obligation of the Borrower and the obligations of the Borrower to make Loan Repayments thereunder are secured solely from the Collateral. Upon any occurrence of an Event of Default, recourse will be available only against the assets of the Borrower subject to the Mortgage and the Subordinate Mortgage. (See "The Loan Agreement" in Appendix A to this Official Statement.) Rate Covenant; Retention of Management Consultant The Borrower shall operate the Project, subject to applicable requirements or restrictions imposed by law, such that Net Revenues Available for Debt Service in each calendar quarter,commencing with the calendar quarter ending September 30,2003,will be at least 110% of Maximum Debt Service Requirements during such calendar quarter. The foregoing is subject to the qualification that if requirements necessary for the Sponsor to maintain its status as a 501(c)(3) Organization, or applicable state or federal laws or regulations, or the rules and regulations of agencies have jurisdiction, shall not permit the Borrower to produce the foregoing level of Net Revenues Available for Debt Service, then the Borrower shall, in conformity with the then prevailing requirements, laws, rules or regulations, maintain the maximum permissible level. If for any two consecutive calendar quarters ending on or after December 31, 2003, Net Revenues Available for Debt Service are less than 110%of Debt Service Requirements for such periods, then the Borrower will promptly employ an Independent Management Consultant to review and analyze the financial reports required to be made by the Borrower and inspect the Project, its operation and administration. Revenue Fund Under the terms of the Loan Agreement, on or before the 15th day of each calendar month (or if such date is not a Business Day, the next succeeding Business Day), the Borrower is required to deposit with the Trustee all Monthly Net Project Revenues and all Tax Increment Revenues. Upon receipt, the Trustee shall deposit such amounts in the Revenue Fund. After the Completion Date,all investment income from any fund or account created herein, shall be deposited upon receipt in the Revenue Fund to the extent not otherwise directed in the Indenture. On each Monthly Transfer Date of each calendar month during and after which any portion of the Project is placed in use, the Trustee shall transfer amounts in the Revenue Fund(first from investment income deposited therein and then from other amounts)to the following funds and accounts,the amounts set forth in the Indenture, in the following priority: (a) first,to the Rebate Fund; (b) second,to the Trustee to pay any unpaid due and owing Ordinary Trustee Fees and Expenses; (c) third, to the Taxes and Insurance Fund; (d) fourth,to the Senior Debt Service Account of the Bond Fund; (e) fifth, to the Debt Service Reserve Fund; (f) sixth,commencing in November,2003,to the Repair and Replacement Fund; (g) seventh, to the Operating Reserve Fund; (h) eighth, to the than from Project Revenues;(i)ninth,to the Subordinate Debt Service Account of the Bond Fund; (j-i) tcntl ninth, to the Manager, the Subordinated Management Fee; and (Ici) elcverrthtenth, to the Surplus Fund, all remaining amounts in the Revenue Fund. Debt Service Reserve Fund On the date of issuance of the Series 2001 Bonds, from proceeds of the Series 2001 Bonds, an amount equal to $579,438* will be deposited in the Debt Service Reserve Fund created pursuant to the Indenture. Investment earnings on amounts held in the Debt Service Reserve Fund are to be deposited in the Revenue Fund provided that the balance in the Debt Service Reserve Fund equals the Debt Service Reserve Requirement. Amounts held in the Debt Service Reserve Fund may be used by the Trustee to pay principal of or interest on the Senior Bonds if amounts available therefor in the Senior Debt Service Account of the Bond Fund are insufficient for such purpose. On any date on which amounts in the Debt Service Reserve Fund are less than the Debt Service Reserve Requirement, the amount of such deficiency shall be transferred first, from amounts in the Surplus Fund, second, from amounts in the Subordinate Debt Service Account of the Bond Fund, and third, from amounts in the Repair and Replacement Fund. In the event that following such transfers amounts in the Debt Service Reserve Fund remain less than • Debt Service Reserve Fund. An$285,000,then an Event of Default shall occur at the end of such period if the amount on deposit in the Debt Service Reserve Fund is below$285,000., If the balance in the Debt Service Reserve Fund exceeds the Debt Service Reserve Requirement, the excess is to be transferred to the Revenue Fund. Amounts in the Debt Service Reserve Fund may be invested in Permitted Investments as defined in the Indenture. Repair and Replacement Fund The Trustee shall maintain a Repair and Replacement Fund established under the Indenture. Under the Loan Agreement, commencing in November, 2003, the Trustee will transfer amounts in the Revenue Fund to the Repair and Replacement Fund in an amount equal to the Monthly Repair and Replacement Deposit, initially $775. All investment income from funds on hand in the Repair and Replacement Fund are to be deposited in the Revenue Fund. Under certain circumstances,moneys in the Repair and Replacement Fund may be transferred to the Senior Debt Service Account of the Bond Fund to make payments on the Senior Bonds. Subject to conditions imposed by the Indenture, amounts held in the Repair and Replacement Fund are to be disbursed by the Trustee as directed by the Borrower to pay or reimburse the Borrower for payment of any costs of capital improvements or extraordinary items of maintenance with respect to the Project Facilities(See"The Indenture"in Appendix A to this Official Statement). Upon the occurrence of an Event of Default, amounts in the Repair and Replacement Fund are pledged to the payment of the principal of and interest on the Series 2001 Bonds. Surplus Fund The Trustee is to maintain a Surplus Fund under the Indenture. All investment income from funds on hand in the Surplus Fund are to be credited to the Revenue Fund. The Trustee shall also deposit into the Surplus Fund all other amounts required to be deposited into the Surplus Fund under the Indenture or the Loan Agreement. In the event of shortfalls in such funds and accounts, amounts in the Surplus Fund shall be withdrawn for transfer to the Senior Debt Service Account of the Bond Fund,to the Taxes and Insurance Fund,to the Debt Service Reserve Fund,to the Repair and Replacement Fund, to the Operating Reserve Fund and to the Subordinate Debt Service Account of the Bond Fund. So long as (i) no Event of Default has occurred and is continuing, (ii) all reports of the Borrower required to be provided to the Trustee under Section 6.02 of the Loan Agreement have been so provided, and (iii) all deposits described in Section 5.01 of the Indenture to the Taxes and Insurance Fund, the Senior Debt Service Account of the Bond Fund, the Debt Service Reserve Fund, the Repair and Replacement Fund, the Operating Reserve Fund and the Subordinate Debt Service Account of the Bond Fund are current(or credit for such deposits shall have been given in accordance herewith for other amounts in such funds), and (iv) any loan to the Borrower for replacement of the initial letter of credit deposited to the Operating Reserve Fund has been repaid,then on December 1 each year,the Trustee shall apply all moneys in the Surplus Fund for the following purposes in the following priority, provided in no case shall such an application reduce amounts in the Surplus Fund below the Surplus Fund Requirement: (a) First, fifty percent (50%) of such moneys to the redemption of Subordinate Bonds; and; (b) Second, to the Borrower. Operating Reserve Fund On the date of the issue of the Series 2001 Bonds, the Trustee shall deposit in the Operating Reserve Fund moneys or a bank letter of credit equal to the Operating Reserve Requirement ($250,000). Thereafter, the Trustee shall deposit thereinto the Operating Reserve Fund(i)all rental income and fees arising from the operation of the Project Facilities and received on or before April 1,2003, and(ii)the amounts transferred from the Revenue Fund, until such deposits equal the Operating Reserve Requirement. As amounts are deposited therein, the stated amount of the bank letter of credit will be reduced by a corresponding amount, and the Trustee will release such portion of the bank letter of credit from the Trust Estate. If the rental income and the transfers from the Revenue Fund do not equal the Operating Reserve Requirement and are not sufficient to fully replace the bank letter of credit on April 1,2003,the Manager shall loan the difference to the Borrower,who shall transfer the proceeds of the loan to the Trustee for deposit to the Operating Reserve Fund. Such loan shall bear simple interest at nine percent(9%)and shall be repaid out of the Surplus Fund, to the extent that funds are available. Repayments of this loan shall be made prior to any distributions to the Borrower or redemptions of Subordinate Bonds. Commencing April 1,2003,the Trustee shall deposit to the Operating Reserve Fund any Loan Repayments and other funds in the Revenue Fund as provided in the Indenture as necessary to maintain or restore the balance : . . : _ • . therein to the Operating Reserve Requirement. If the Operatiiig Rcsen.e Fund is funded on the Date of - .: - •• • •el - - • •• , II .: . • , • . . • , . replaced by inoncy6 from the Revo ue Fund or fium other funds of the Bon ower transfei red Moneys on deposit in the Operating Reserve Fund are pledged to and shall be used by the Trustee for the payment of(i)principal of and interest on the Senior Bonds when due, in the event amounts on deposit in the Senior Debt Service Account of the Bond Fund are insufficient and(ii)Operating Expenses(including deposits to the Taxes and Insurance Fund and the Repair and Replacement Fund). Amounts in the Operating Reserve Fund shall be valued in the manner and at the times as provided for the Debt Service Reserve Fund in the Indenture. Investment earnings from the Operating Reserve Fund in excess of the Operating Reserve Requirement shall be transferred to the Revenue Fund. Upon final payment, redemption or defeasance of all Series 2001 Bonds and the satisfaction of all obligations under the Loan Agreement, and so long as there is no default ongoing under the Loan Agreement,the Mortgage or the Indenture,then upon the release of this Indenture the Trustee shall remit all amounts on deposit in the Operating Reserve Fund to the Borrower(including the release of any bank letter of credit in its entirety). Mortgage and Subordinate Mortgage Under the Mortgage,the Borrower will grant the City a first leasehold mortgage lien on, a security interest in, and an assignment of leases and rents of the Mortgaged Property. As security for the Senior Bonds the City will assign,without recourse,all its interest in the Mortgage to the Trustee. The Mortgaged Property includes,in general,the leasehold interest in the land, the buildings and the furniture, fixtures and equipment and other tangible property owned by the Borrower and located at the Project. The Borrower may, subject to the Ground Lease, under certain circumstances, obtain a release from the lien of the Mortgage of a portion of the Mortgaged Property. (See, "The Mortgage" in Appendix A to this Official Statement.) The lien of the Mortgage is subject to Permitted Encumbrances, which include liens for taxes and special assessments not yet delinquent, and may include noninterfering utility and access easements or other encumbrances. In the event taxes or special assessments are not paid, liens for said unpaid amounts would be prior to the lien of the Mortgage. The Subordinate Mortgage on the Mortgaged Property, securing the Series 2001C Bonds, is expressly subordinate to the lien of the Mortgage and may not be enforced so long as the Senior Bonds are Outstanding. The Project will be specifically constructed for senior housing purposes. As a consequence, in the event of a foreclosure of the Mortgage, the number of entities which might purchase or lease the Mortgaged Property would be limited, and the sale price or rentals would thus be adversely affected. (See"BONDHOLDERS' RISKS -Enforceability of Remedies"). Defeasance Upon certain terms and conditions specified in the Indenture,the Series 2001 Bonds or portions thereof will be deemed to be paid and the security provided in the Indenture and the Loan Agreement may be discharged prior to maturity or redemption thereof upon the provision for payment of such Series 2001 Bonds in the manner set forth in the Indenture. In that case,such Series 2001 Bonds will be secured solely by the cash or securities deposited with the Trustee. Additional Indebtedness Subject to the consent of a majority of Holders, the Borrower may incur additional indebtedness relating to the Project or other senior housing or health care facilities in the future only upon satisfying certain conditions set forth in the Loan Agreement and the Indenture. Such indebtedness may be secured on a parity with the Senior Bonds or the Subordinate Bonds and, if secured on a parity,would be payable on a parity with the Senior Bonds or the Subordinate Bonds,as the case maybe,and secured by a mortgage lien,security interest and assignment of rents relating to the Project on a parity with that of the Mortgage or the Subordinate Mortgage, as the case may be. (See "The Loan Agreement - Special Covenants" in Appendix A to this Official Statement.) TAX INCREMENT ASSISTANCE The Orono Housing and Redevelopment Authority(the"HRA")has agreed to provide certain tax increment revenues generated by the Project to the Borrower in the form of a tax increment revenue note of the HRA with an expected amount equal to 90%of the estimated taxestax increment to be paid during the term of the Note which includes an interest rate of 7.0%(the "Note"). The Note provides for semiannual payments in August and February of each year from August 1,2002 through February 1,2024,payable solely from 90%of the tax increment generated by the Project in the preceding six-month period. The payments are reduced if 90%of the actual tax increment produced by the Project(from property taxes paid by the Borrower)in the preceding six-month period is less than the stated payment amount. The Note payments are critical for the achievement of the debt service coverage set forth in the Financial Forecast set forth in Appendix C. As a condition to the tax increment assistance, the Borrower will have certain obligations relating to the Project under the Development Agreement,dated as of November 1, 2001 among the City, the HRA and the Borrower (the "Development Agreement"). Among other things, the Development Agreement requires the Borrower to execute a Regulatory Agreement,which imposes tenant income restrictions relating to twenty percent (20%) of the units in the Project as described herein in Appendix B - "THE PROJECT - Tenant Income Limitations." In the event of a default by the Borrower with respect to its obligations under the Development Agreement,which includes completion of construction of the Project,the HRA may,among other remedies,terminate its payments to the Borrower under the Note,which could adversely affect the Borrower's ability to make its debt service payments with respect to the Series 2001 Bonds. The Note has been assigned to the Trustee(and the Trustee's successors and assigns). In the event of a foreclosure on the Project, continued receipt of Note payments by the Trustee or any purchaser in a foreclosure sale is contingent upon continued compliance with the provisions of the Development Agreement. THE CITY The City is a municipal corporation and political subdivision of the State of Minnesota,duly authorized and existing under and pursuant to the Constitution and the laws of the State of Minnesota. The City will have no responsibility with respect to the management and operation of the Project. The City has not been requested to participate in the preparation of or to review this Official Statement and has not done so. The City has made no independent investigation of the facts and statements provided herein;accordingly, the City assumes no responsibility with respect hereto, including without limitation as to matters relating to the accuracy, fairness, completeness or sufficiency of this Official Statement. THE BORROWER AND THE SPONSOR Orono Senior Housing, LLC is a Minnesota limited liability company organized in 2001, which has no operating history and has no significant assets or any liabilities. For information as to the Borrower,see Appendix B to this Official Statement. The sole member of the Borrower is Wedum Foundation, a Minnesota nonprofit corporation and 501(c)(3) Organization,organized in 1959. For information as to the Sponsor, see Appendix B to this Official Statement. ESTIMATED SOURCES AND USES OF FUNDS* The estimated sources and uses of funds necessary to (i) finance the development, acquisition, construction and equipping of the Project, (ii) fund the Debt Service Reserve Fund for the Senior Bonds, (iii) fund interest on the Series 2001 Bonds due during construction and lease-up of the Project and (iv) pay costs of issuance of the Series 2001 Bonds are as follows: Sources: Series 2001A Bonds $7,825,000 Series 2001B Bonds 210,000 Series 2001C Bonds 250,000 Deferred City Fees 0) 200,000 Operating Reserve Letter of Credit(2) 250.000 Total Sources $8,735,000 Uses: City Fees(Park dedication,water, sewer)(I) $200,000 Capitalized Interest 645,053 Cost of Issuance(3) 351,520 Acquisition and Construction Costs(4) 6,708,999 Debt Service Reserve Fund 579,438 Operating Reserve Fund(2) 250,000 Total $8,735,000 (I) Pursuant to the Development Agreement,these fees payable to the City shall be forgiven upon termination of the Development Agreement if the Project operates as a senior housing facility throughout the term of the Development Agreement. (2) At closing on the Series 2001 Bonds the Operating Reserve Fund shall be initially funded through the deposit by the Borrower of a letter of credit issued by Wells Fargo Bank Minnesota,National Association for the benefit of the Trustee. (3) Includes Underwriter's discount,legal fees and accounting fees. (4) Includes amounts to be used to pay the$218,000 fee of the project coordinator,Dunbar Development Corporation. This does not include additional deferred and subordinated compensation to be paid for add tip,ial development services associated with the development and construction of the Project. FINANCIAL STATEMENTS The Borrower has no operating history and currently owns no significant assets and has no liabilities. Consequently, no historical financial statements of the Borrower are included in this Official Statement. The Borrower has prepared forecasted financial statements for its fiscal years ending December 31, 2001 to 2006, which have been examined by Virchow, Krause & Co., Inc., independent certified public accountants, whose report with respect thereto is included as Appendix C hereto. As stated in the report of Virchow, Krause & Co., Inc., there will usually be differences between forecasted and actual results, because events and circumstances frequently do not occur as expected, and those differences may be material. Therefore, the actual results achieved during the forecast period may vary materially from those forecast. LITIGATION There is no controversy or litigation of any nature pending or threatened restraining or enjoining the issuance,sale,execution or delivery of the Series 2001 Bonds,or in any way contesting or affecting the validity of the Series 2001 Bonds or any proceedings of the City or the Borrower or the Sponsor taken with respect to the issuance or sale thereof,the pledge or application of any moneys or security provided for the payment of the Bonds, the existence or powers of the City, the Borrower or the Sponsor or the title of any officers of the City, the Borrower or the Sponsor to their respective offices. ENFORCEABILITY OF OBLIGATIONS On the date of issuance of the Series 2001 Bonds, Faegre & Benson LLP, as Bond Counsel, shall deliver its opinion, dated the date thereof, that the Series 2001 Bonds, the Loan Agreement and the Indenture are valid and legally binding special,limited agreements of the City. Christoffel & Elliott, P.A., St. Paul, Minnesota, will issue its opinion to the effect that the Loan Agreement, the Mortgage, the Subordinate Mortgage, the Continuing Disclosure Agreement and the Ground Lease are valid and legally binding agreements of the Borrower. The foregoing opinions will be generally qualified to the extent that the enforceability of the respective instruments may be limited by laws,decisions and equitable principles affecting remedies and by bankruptcy or insolvency or other laws,decisions and equitable principles affecting creditors' rights generally or creditors' rights against public instrumentalities. While the Series 2001 Bonds are secured or payable pursuant to the Indenture, the Loan Agreement, the Mortgage and the Subordinate Mortgage, the practical realization of payment from any security will depend upon the exercise of various remedies specified in the respective instruments. These and other remedies are dependent in many respects upon judicial action,which is subject to discretion and delay. Accordingly,the remedies specified in the above documents may not be readily available or may be limited. (See "BONDHOLDERS' RISKS-Enforceability of Remedies.") TAX MATTERS Tax Exemption In the opinion of Faegre&Benson LLP,as Bond Counsel, assuming compliance by all parties with the covenants in the Loan Agreement and the Indenture,interest on the Series 2001 Tax-Exempt Bonds is not includable in gross income for purposes of federal income taxation or in taxable income of individuals, estates and trusts for purposes of Minnesota income taxation under present laws,regulations,rulings and decisions. Interest on the Series 2001 Tax-Exempt Bonds is not an item of tax preference required to be included in the computations of "alternative minimum taxable income" for purposes of the federal alternative minimum tax applicable to individuals under Section 55 of the Code or Minnesota alternative minimum tax applicable to individuals,trusts and estates. Interest on the Series 2001 Tax-Exempt Bonds is includable in "adjusted current earnings" for purposes of the computation of"alternative minimum taxable income" of corporations under Section 55 of the Code and is subject to the Minnesota franchise tax imposed upon corporations,including financial institutions, measured by taxable income and the alternative minimum tax base. Ownership of the Series 2001 Tax-Exempt Bonds will result in disallowance of a deduction for a portion of the interest expense of a "financial institution" under Section 265(b) of the Code. No opinion as to any other federal or state tax consequences caused by the receipt or accrual of interest on the Series 2001 Tax-Exempt Bonds or arising from ownership of the Series 2001 Tax-Exempt Bonds will be expressed in the opinion of Bond Counsel. In rendering this opinion, Faegre & Benson LLP will rely upon certificates provided by the Borrower as to the nature, use, cost and useful life of the Project, the application of the proceeds of the Series 2001 Tax-Exempt Bonds and other matters relating to the exclusion of the interest on the Series 2001 Tax-Exempt Bonds from gross income for purposes of federal and Minnesota income taxation. Certain sections of the Code impose continuing requirements that must be met after the issuance of the Series 2001 Tax-Exempt Bonds in order for interest thereon to be and remain not includable in gross income for purposes of federal and Minnesota income taxation. Noncompliance with such requirements may cause the interest on the Series 2001 Tax-Exempt Bonds to be includable in gross income for purposes of federal and Minnesota income taxation,either prospectively or retroactive to the date of issuance of the Series 2001 Tax-Exempt Bonds. These requirements include, but are not limited to (1)provisions that prescribe that the proceeds of the Series 2001 Tax-Exempt Bonds and certain other amounts are subject to yield and other investment restrictions and(2)provisions that require certain investment earnings to be rebated on a periodic basis to the Treasury Department of the United States. The Loan Agreement and the Indenture contain provisions (the "Tax Covenants"), including covenants of the City and the Borrower pursuant to which, in the opinion of Bond Counsel, such requirements can be satisfied. Assuming compliance with the Tax Covenants and on the basis of the certifications to be furnished at closing and existing law,Faegre&Benson LLP will render the legal opinion described in the preceding paragraph. If a Determination of Taxability occurs, the Series 2001 Bonds are subject to mandatory redemption. Related Federal and Minnesota Tax Considerations Interest on the Series 2001 Tax-Exempt Bonds may be includable in the income of a foreign corporation for purposes of the branch profits tax imposed by Section 884 of the Code. In the case of an insurance corporation subject to the tax imposed by Section 831 of the Code,the amount which otherwise would be taken into account as losses incurred under Section 832(b)(5)of the Code must be reduced by an amount equal to fifteen percent of the interest to be paid on the Series 2001 Tax-Exempt Bonds that is received or accrued during the taxable year. Section 86 of the Code requires recipients of certain social security and railroad retirement benefits to take into account interest on the Series 2001 Tax-Exempt Bonds in determining the taxability of such benefits. Passive investment income,including interest on the Series 2001 Tax-Exempt Bonds, may be subject to federal income taxation under Section 1375 of the Code for an S corporation that has Subchapter C earnings and profits at the close of the taxable year if greater than twenty-five percent of its gross receipts is passive investment income. Section 265 of the Code denies a deduction for interest on indebtedness incurred or continued to purchase or carry the Series 2001 Tax-Exempt Bonds, and Minnesota law similarly denies a deduction of or such interest expense in the case of individuals,estates and trusts. Indebtedness may be allocated to the Series 2001 Tax-Exempt Bonds for this purpose even though not directly traceable to the purchase of the Series 2001 Tax-Exempt Bonds. Federal and Minnesota laws also restrict the deductibility of other expenses allocable to the Series 2001 Tax-Exempt Bonds. THE FOREGOING IS NOT INTENDED TO BE AN EXHAUSTIVE DISCUSSION OF COLLATERAL TAX CONSEQUENCES ARISING FROM RECEIPT OF INTEREST ON THE SERIES 2001 BONDS. PROSPECTIVE PURCHASERS OR BONDHOLDERS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO COLLATERAL TAX CONSEQUENCES, INCLUDING, WITHOUT LIMITATION, THE DETERMINATION OF GAIN OR LOSS ON THE SALE OF A SERIES 2001 BOND,THE CALCULATIONS OF ALTERNATIVE MINIMUM TAX LIABILITY,THE INCLUSION OF SOCIAL SECURITY OR OTHER RETIREMENT PAYMENTS IN TAXABLE INCOME, THE DISALLOWANCE OF DEDUCTIONS FOR CERTAIN EXPENSES ATTRIBUTABLE TO THE SERIES 2001 BONDS AND THE STATE AND LOCAL TAX RULES IN STATES OTHER THAN MINNESOTA. Bank Qualified Obligations The City has designated the Series 2001A Bonds and the Subordinate Bonds as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Code, relating to the ability of financial institutions to deduct from income for federal income tax purposes, interest expense that is allocable to carrying and acquiring tax-exempt obligations. Tax Considerations for Series 2001B Bonds In the opinion of Faegre & Benson LLP, as Bond Counsel, interest on the Series 2001B Bonds is subject to federal and state income taxation. This Official Statement does not purport to discuss the tax consequences of the purchase, ownership or sale of the Series 2001B Bonds. Purchasers of the Series 2001B Bonds are urged to consult with their tax advisors as to the tax consequences pertaining to the Series 2001B Bonds, such as the consequences of a sale,transfer,redemption or other disposition of the Series 2001 B Bonds prior to stated maturity, and as to other applications of federal, state, local or foreign tax laws. LEGAL MATTERS The validity of the Series 2001 Bonds,the tax-exempt status of interest of the Series 2001 Tax-Exempt Bonds and certain other matters will be passed upon by Faegre&Benson LLP,of Minneapolis,Minnesota,as Bond Counsel. Certain legal matters will be passed on for the Borrower and the Sponsor by their counsel, Christoffel & Elliott, P.A., in St. Paul, Minnesota. The Underwriter has been represented in connection with the issuance of the Series 2001 Bonds by Best& Flanagan LLP. RELATIONSHIPS AMONG THE PARTIES In connection with the issuance of the Series 2001 Bonds, the Borrower and the Underwriter are being represented by the attorneys or law firms identified above under the heading"LEGAL MATTERS." In other transactions not related to the Series 2001 Bonds, each of these attorneys or law firms may have acted as Bond Counsel or represented the City, the Borrower, the Sponsor or the Underwriter or their affiliates, or other parties to the transactions contemplated in this Official Statement, in capacities different from those described under"ENFORCEABILITY OF OBLIGATIONS,"and there will be no limitations imposed as a result of the issuance of the Series 2001 Bonds on the ability of any of these firms or attorneys to act as Bond Counsel or represent any of these parties in any future transactions. Potential purchasers of the Series 2001 Bonds should not assume that the Borrower and the Underwriter or their respective counsel or Bond Counsel have not previously engaged in, or will not after the issuance of the Series 2001 Bonds engage in, other transactions with each other or with any affiliates of any of them,and no assurance can be given that there are or will be no past or future relationships or transactions between or among any of these parties or these attorneys or law firms. In addition,the Indenture permits the Trustee and its officers and directors to acquire and own or become the pledgee of Series 2001 Bonds and otherwise deal with the City and the Borrower in the same manner, to the same extent and with like effect as though it were not Trustee under the Indenture. UNDERWRITING The Series 2001 Bonds are being purchased from the City by Miller Johnson Steichen Kinnard,Inc., in Minneapolis,Minnesota(the "Underwriter"). The Underwriter has agreed to purchase the Series 2001 Bonds at a price equal to$ , subject to the terms of a Bond Purchase Agreement between the City, the Borrower and the Underwriter. The Bond Purchase Agreement provides that the Underwriter will purchase all Series 2001 Bonds if any are purchased and that the obligation to make such purchase is subject to certain terms and conditions set forth in the Bond Purchase Agreement, the approval of certain legal matters by counsel and certain other conditions. The initial public offering prices set forth on the cover page hereof may be changed from time to time by the Underwriter. The Borrower has agreed under the Bond Purchase Agreement to pay a fee to the Underwriter in an amount equal to $ and to indemnify the Underwriter and the City against certain liabilities, including certain liabilities under federal and state securities laws. CONTINUING DISCLOSURE The Borrower has undertaken all responsibilities for any continuing disclosure concerning the Borrower and the Project to the owners of the Series 2001 Bonds as described below, and the Issuer is to have no liability to the owners of the Series 2001 Bonds or any other person with respect to such disclosures by the Borrower or others. The Borrower will covenant, pursuant to the Continuing Disclosure Agreement, to provide annually certain audited financial information(for the Fiscal Year ending December 31),and operating data relating to the Project by not later than 120 days after the end of each fiscal year, commencing with the report for the Fiscal Year ending December 31, 2002(the "Annual Report"), and to provide notices of the concurrence of certain other enumerated events such as a default under the Indenture or Loan Agreement,an unscheduled draw on the debt service reserve funds, a change in the ratings on the Series 2001 Bonds, any event adversely affecting the tax-exempt status of the Series 2001 Bonds or adversely affecting the Bondholders,or any event similar thereto. The Annual Report is to be filed by the Borrower with each Nationally Recognized Municipal Securities Information Repository certified by the Securities and Exchange Commission(the"Repositories")and a State repository,if any, and the Trustee. The notices of material events will be timely filed by the Trustee on behalf of the Borrower, with the Municipal Securities Rulemaking Board, or the Repositories and a State repository, if any. The disclosure provided for in the Continuing Disclosure Agreement is in addition to, and does not replace, notices required to be given to Bondholders under the Indenture. The Trustee has no obligation to verify or investigate any information disclosed pursuant to the Continuing Disclosure Agreement, or to make disclosure about the Series 2001 Bonds, the Borrower, the Project, the Sponsor or any other matter except as expressly provided in the Continuing Disclosure Agreement. MISCELLANEOUS The foregoing summaries do not purport to be comprehensive or definitive and all references to the documents summarized are qualified in their entirety by reference to each such document. All references to the Series 2001 Bonds are qualified in their entirety by reference to the forms thereof and the information with respect thereto included in the aforesaid documents. Copies of these documents are available for inspection during the period of the offering at the offices of the Underwriter in Minneapolis, Minnesota, and thereafter at the principal corporate trust office of the Trustee. The City has consented to the distribution of this Official Statement, but has not participated in the preparation of this Official Statement and has not reviewed or approved any information or statements contained in this Official Statement or the Appendices hereto and assumes no responsibilities for the sufficiency, completeness or accuracy of the same. The delivery of this Official Statement has been duly authorized by the Borrower and the Sponsor. APPENDIX A DEFINITIONS OF CERTAIN TERMS AND SUMMARIES OF PRINCIPAL DOCUMENTS DEFINITIONS OF CERTAIN TERMS In addition to the words and terms defined elsewhere in this Oficial Statement, the following words and terms as used herein will have the following meanings unless the context or use clearly indicates another or different meaning or intent. "Act" means the Minnesota Statutes, Chapter 462C, as in effect on the Date of Issuance or as otherwise applicable to any Series of Bonds. "Additional Bonds"means any bonds issued in compliance with the terms of Section 2.09 of the Indenture and secured by the Indenture. "Affiliate" means with respect to any person, any second person who controls, is controlled by or is under common control with the firs person, directly or indirectly (including through one or more intermediaries). "Assignment of TIF Note"means the assignment of the Tax Increment Note from the Borrower to the Trustee. "Authorized Borrower Representative" means any person at the time designated to act on behalf of the Borrower by written certificate furnished to the City and the Trustee, containing the specimen signature of such person and signed by the Chief Manager of the Borrower. Such Certificate may designate an alternate or alternates. "Authorized City Representative" means the person at the time designated to act on behalf of the City by written certificate furnished to the Borrower and Trustee containing the specimen signature of such person and signed on behalf of the City by its Mayor or its City Administrator. Such certificate may designate an alternate or alternates. "Authorized Denomination"means,(i)in the case of Series 2001 Bonds,any multiple of$5,000,and(ii)in the case of any Additional Bonds of any Series,the amounts designated as Authorized Denominations in any Supplemental Indenture for the Additional Bonds. "Average Annual Debt Service"means the average of the aggregate annual payments of principal of and interest on all outstanding Bonds of any or all Series(in all years in which principal on outstanding Bonds is due by maturity or sinking fund redemption)in the current and anv future calendar year, but excluding from such calculation for each year in which a Senior Bond finally matures, any amount of the Debt Service Reserve Fund anticipated on the Date of Issuance of the Series to be applied to the payment of principal of or interest on the Series at its maturity. "Balloon Indebtedness" shall have the meaning set forth in Section 6.18 of the Loan Agreement. "Beneficial Owner"means with respect to any Series of Bonds while in Book-Entry Form, each person who beneficially owns such Bond(s) and on whose behalf, directly or indirectly, such Bond is held by the Depository pursuant to a Book-Entry System. "Bond Counsel" means Faegre & Benson LLP, or any other firm of Independent attorneys nationally recognized as experienced in passing on the validity and tax status of interest on obligations of state or local governments. "Bond Fund" means the fund so named in Section 4.01 of the Indenture. "Bond Resolution"means the resolution of the City adopted by the Common Council on October 22, 2001, authorizing the Series 2001 Bonds, as the same may be amended, modified or supplemented by any amendments or modifications thereof "Bond Year"means for the Series 2001 Bonds, the twelve-month period beginning on November 1 in any year; provided that the first Bond Year for each Series shall commence on its Date of Issuance, and for any Series of Additional Bonds, the period so designated in the Supplemental Indenture for the Additional Bonds. "Bonds" means any of the Series 2001 Bonds and any Additional Bonds. "Book-Entry Form" means Bonds of any Series that are held in the name of the Depository (or its nominee), with each maturity of the Series evidenced by a single Bond certificate. "Book-Entry System" means a system of record keeping, securities clearance and funds transfer and settlement maintained for securities by the Depository and Participants. "Borrower" means Orono Senior Housing, LLC, a Minnesota limited liability company, its successors and assigns. "Budget" means the Budget so named in Section 6.03 of the Loan Agreement. "Buildings"means buildings,structures and other improvements now standing or at any time hereafter constructed or placed upon the Land. "Business Day"means any day other than a Saturday, Sunday or a day on which the Trustee is not open for business. "Capital Expenditure" means any costs of a type that is properly chargeable to a capital account(or would be chargeable with a proper election)under general Federal income tax principles. "Certificate"means a certification in writing required or permitted by the provisions of the Loan Agreement or the Indenture signed and delivered to the Trustee or other proper person or persons. If and to the extent required by the provisions of Section 1.02 of the Indenture, each Certificate shall include the statements provided for in such section. "Certified Resolution"means a copy of a resolution of the Common Council,certified by the City Clerk to have been duly adopted by the Common Council and to be in full force and effect on the date of such certification. "City" means the City of Orono, a Minnesota municipal corporation, its successors and assigns. "City Council" or "Council" means the City Council of the City. or its successor as governing body of the City. "Closing Date" means the date of issuance and initial delivery to the Original Purchaser of the Series 2001 Bonds. "Code"means the Internal Revenue Code of 1986.as amended from time to time,and as applicable to any Series of Bonds. "Collateral" means the Collateral defined in Section 8.08 of the Loan Agreement. "Completion Date" means the date on which all acquisition, construction and equipping of the Project is substantially completed, as evidenced pursuant to Section 3.10 of the Loan Agreement. "Construction Account"means the account by such name in the Project Fund created by Section 4.01 of the Indenture. "Costs of Issuance"means any and all sums of money required to authorize,sell and issue the Bonds,including,but not limited to,all legal,abstracting,financial and accounting fees and expenses, underwriters' fees or commissions, printing and engraving costs, fees. costs and expenses of the City,the initial or acceptance fee and expenses of the Trustee,all fees and taxes required in connection with recording or filing the Indenture, the Mortgage, the Subordinate Mortgage, and all financing statements and all other expenses incurred in connection with the preparation of the Loan Agreement, the Indenture, the Mortgage, the Subordinate Mortgage, and any other documents, together with any other items of costs constituting "issuance costs" within the meaning of Section 147 (g) of the Code. "Costs of Issuance Account" means the account by such name in the Project Fund created by Section 4.01 of the Indenture. "Computation Date" means for all Series constituting a single issue under the Code, except as otherwise provided in the Supplemental Indenture authorizing any Additional Bonds,the end of the fifth Bond Year,every fifth anniversary thereof,and the date on which all principal of and interest on the Series are finally paid. "Continuing Disclosure Agreement" means the Continuing Disclosure Agreement. dated as of November 1, 2001, between the Trustee and the Borrower. "Dated Date" means in the case of Series 2001 Bonds,their Date of Issuance,and in the case of any Series of Additional Bonds, the date on which interest is deemed to first commence accruing, as established in the Supplemental Indenture authorizing the Series. "Date of Issuance"means,with respect to any Series of Bonds,the date on which all Bonds of the Series are first issued are delivered to the Original Purchaser thereof. "Debt Service Coverage Ratio" means for anv or all Series of Bonds and for any period the ratio of Net Revenues Available for Debt Service to the actual Debt Service Requirement for any or all Series of Bonds. "Debt Service Requirement" means, with respect to any period, the aggregate principal and interest due on Indebtedness, including amounts due with respect to sinking fund or similar scheduled payments. "Debt Service Reserve Fund"means the fund so named created in Section 4.01 of the Indenture. "Debt Service Reserve Requirement" means as of any date, the lesser of the maximum amount of principal of and interest on the Senior Bonds payable in any remaining Bond Year, 10%of the proceeds(par value less original issue discount,if any)received from the issuance and sale of the Senior Bonds, 125%of the Average Annual Debt Service of the Senior Bonds,or some lesser amount. The Initial Senior Debt Service Reserve Requirement is $579,438*. "Default" means any event or condition, which, with the passage of time, notice or both, will constitute an Event of Default. "Deposit Date"means the date on which the Monthly Net Project Revenues and any Tax Increment Revenues required to be deposited under Section 5.01 of the Indenture are so deposited. "Depository" means The Depository Trust Company in New York, New York, its successors or assigns, or any other person who shall be a Holder of all Bonds of a single Series,directly or indirectly for the benefit of Beneficial Owners,and approved by the City and Original Purchaser for the Series to act as the Depository;provided that any Depository shall be registered or qualified as a"clearing agency"within the meaning of Section 17A of the Securities Exchange Act, as amended. "Determination of Taxability" means the receipt by the Trustee of a statutory notice of deficiency by the Internal Revenue Service, a ruling from the National Office of the Internal Revenue Service,or a final decision of a court of competent jurisdiction which holds in effect that interest payable on the Tax-Exempt Bonds is includable for federal income tax purposes in the gross income of a Bondholder because of any act or omission of the Borrower (or any successor or transferee) or of the Trustee; provided, however, that the Borrower shall have an opportunity for no more than 180 days after receipt by the Trustee to contest any such statutory notice,ruling or final decision and that no such statutory notice, ruling or final decision shall be deemed a "Determination of Taxability" if the Borrower is contesting the same during such 180 day period in good faith until the earliest of (a) abandonment of such contest by the Borrower, (b) the date on which such statutory notice, ruling or final decision becomes final, or (c) the 181st day after the initial receipt by the Trustee of such statutory notice, ruling or final decision; and provided further than no Determination of Taxability shall arise from the interest on the Tax-Exempt Bonds being included, for example, (1) as a specific "tax preference" item for individual or corporate taxpayers in computing the alternative minimum taxi (2) in income for purposes of calculating alternative minimum taxable income of any company pursuant to Section 55 of the Code; (3) in earnings and profits of branches of foreign corporations for purposes of calculating the "branch profits" tax; (4)within gross income of certain recipients of social security and railroad retirement benefits; or (5) as passive investment income to certain subchapter S corporations which have subchapter C earnings and profits. "Development Agreement" means the Development Agreement, dated as of November 1,2001,between the City,the Orono Housing and Redevelopment Authority,and the Borrower, as amended from time to time. "Disbursing Agent" means the party so named in the Disbursing Agreement. "Disbursing Agreement"means Disbursing Agreement dated as of November 1,2001 between the Borrower, Trustee and the title insurance company named therein as the "Disbursing Agent." "Equipment"means all items of furnishings,furniture,equipment,and other tangible personal property. "Event of Default" means an Event of Default described in Section 7.01 of the Indenture that has not been cured. "Event of Nonpayment"means,with respect to Subordinated Debt,any nonpayment when scheduled of any amount of principal or interest thereon. "Fiscal Year" means the fiscal year of the Borrower designated from time to time in writing to the Trustee, and shall initially mean the 12-month period commencing each January 1. "501(c)(3)Organization"means an organization described in Section 501(c)(3)of the Code whose income is exempt from taxation under Section 501(a) of the Code. "Force Majeure" means any one or more of the following: acts of God; strikes, lockouts or other economic disturbances; acts of public enemies; orders or restraints of any kind of the government of the United States or of the State or any of their departments, agencies, or officials, or any civil or military authority; insurrections; riots; landslides; earthquakes;fires;storms;droughts,floods or other adverse weather conditions;explosions; breakages or accident to machinery, transmission pipes or canals; temporary inability to obtain supplies or materials or governmental permits or licenses (other than licenses and permits necessary to commence construction of the Project); or any other cause or event not reasonably within the control of the Borrower. "Government Obligations"means direct obligations of the United States of America for the payment of which the full faith and credit of the United States of America is pledged., the payment of the principal of,premium,if any,and the interest on which is fully guaranteed as a full faith and credit obligation of the United States of America(including any securities issued or held in book-entry form on the books of the Treasury of the United States of America). "Governmental Unit" means any state or any political subdivision of a state. "Gross Revenues"means,for any period,(i)all Project Revenues,(ii)all investment income of the Borrower or on amounts held by the Trustee (other than in the Project Fund or the Rebate Fund)under the terms of the Indenture, (iii)all contributions to the Borrower that are available to pay all principal and interest on all Indebtedness of the Borrower and all Operating Expenses,(iv)all Tax Increment Revenues received from the City under the Tax Increment Note or from any other source, and (v) all other non-operating income of the Borrower, excluding unrealized gains on investments, income from the forgiveness of Indebtedness,proceeds of any borrowing,proceeds from the sale of any asset not occurring in the ordinary course of business, and any item of an extraordinary or nonrecurring nature. "Ground Lease" means the Ground Lease between the Borrower and the Orono Housing and Redevelopment Authority (the "HRA"), dated as of November 1, 2001, by which the HRA has conveyed a leasehold interest in the Land to the Borrower. "Holder," "Bondholder" or "owner" whenever employed with respect to a Bond means the person in whose name such Bond shall be registered. "HRA" means the Orono Housing and Redevelopment Authority. "Improvements" means any additions, enlargements, improvements, extensions., alterations,or renovations of or to the Project Facilities as they then exist, and any fixtures., structures or other facilities acquired or constructed by the Borrower and located on the Land. "Indebtedness" means (i) all indebtedness, whether or not represented by bonds., debentures, notes or other securities, for the repayment of money borrowed, (ii) all indebtedness for the payment of the purchase price of property or assets purchased, (iii) all guaranties, endorsements, assumptions and other contingent obligations with respect to, or to purchase or to otherwise acquire,indebtedness of others,(iv)all indebtedness secured by any mortgage,pledge or lien existing on property owned, subject to such mortgage,pledge or lien, whether or not indebtedness secured thereby shall have been assumed, and (v) installment purchase contracts, loans secured by purchase money security interests, lease- purchase agreements or capital leases(including leases of real property),entered into by the Borrower in connection with the acquisition of property not previously owned by the Borrower and computed in accordance with generally accepted accounting principles; •rovided however that "Indebtedness" does not include: a debt u• to the amount of the aggregate cash equivalents and marketable securities(valued at market)held in the funds of the Borrower which have been pledged and designated by the Borrower(consistent with the restriction attendant to such funds), to satisfy a specified debt of the Borrower, (b) trade accounts payable and accrued expenses incurred in the normal course of business, or (c) Permitted Purchase Money Security Interests. For purposes of this definition, no single evidence of indebtedness shall be counted more than once even though more than one of the clauses (i) - (v) above may apply. "Indenture" means the Trust Indenture, dated as of November 1, 2001, between the City and the initial Trustee, and including any amendments or supplements thereto. "Independent,"when used with reference to an attorney,engineer,architect,certified public accountant,consultant or other professional person,means a person who(1)is in fact independent, (ii) does not have any material financial interest in the Borrower or the transaction to which such person's Certificate or opinion relates (other than payment to be received for professional services rendered),and(iii)is not an officer,director or employee of the City or the Borrower. "Independent Counsel"means an Independent attorney duly admitted to practice law before the highest court of any state. "Independent Engineer" means an Independent engineer or engineering firm or an Independent architect or architectural firm qualified to practice the profession of engineering or architecture under the laws of Minnesota. "Insurance Consultant" means a representative of a nationally or regionally recognized insurance company or other consultant selected by the Borrower and experienced in matters pertaining to insurance coverage for multifamily residential housing projects, including the selection and maintenance of insurance coverage in such matters as public liability insurance, hazard insurance,workers compensation, flood insurance, and business interruption or loss of rents insurance. "Interest Payment Date" means for all Series 2001 Bonds, May 1 and November 1 of each year,beginning May 1,2002,and for any Additional Bonds,the dates established for the regularly scheduled payment of interest thereon in any Supplemental Indenture for the Additional Bonds. "Interest Period" means for any Series, the period of time from and including an Interest Payment Date (or the Date of Issuance, in the case of a Series prior to the first Interest Payment Date), through and including the day immediately preceding the next Interest Payment Date. "Interim Indebtedness"means any Indebtedness incurred,assumed or guaranteed by the Borrower on an interim basis to provide temporary financing as permitted by Section 6.16 of the Loan Agreement. "Insurance and Award Fund" means the fund so named in Section 4.01 of the Indenture. "Land" means the land and interests in land constituting the site of the Project as described in Exhibit A to the Mortgage and the Subordinate Mortgage. "Letter of Representations"means the Blanket Letter of Representations between the Depository and the City and any amendments or supplements thereto. "Loan" means the loan from the City to the Borrower of the gross proceeds of issuance of the Bonds, made pursuant to the Loan Agreement. "Loan Agreement" or "Agreement" means the Loan Agreement, dated as of November 1, 2001, between the City and the Borrower, as amended or supplemented from time to time. "Loan Documents" means the Loan Agreement, the Mortgage, the Subordinate Mortgage, the Ground Lease, the Continuing Disclosure Agreement, the Development Agreement, the Tax Increment Note, the Assignment of TIF Note, the Disbursing Agreement, the Assignment of Construction Agreement, the Assignment of Architect's Agreement,each assignment to the Trustee as security for any Bonds of the Project Plans or any architectural, engineering, design, construction, equipment or other contract for the purchase of material or labor for the Project, the assignment of any Management Contract, the Development Agreement, and the assignment of the Development Agreement to the Trustee. "Loan Payment Date" means the date on which a Loan Repayment is due under Section 4.02(a) of the Loan Agreement. "Loan Repayments" means the payments made or to be made by the Borrower pursuant to Section 4.02(a) of the Loan Agreement. "Long-Term Indebtedness"means any Indebtedness of the Borrower other than Short- Term Indebtedness or Interim Indebtedness. "Majority of Holders"means Holders(or Beneficial Owners)of majority in aggregate principal amount of outstanding Bonds. "Management Consultant" means an Independent person, experienced in the study of operations of senior housing facilities and having a favorable reputation therefor throughout the United States or the State of Minnesota for skill and expertise in such work and, unless otherwise specified in the Loan Agreement or the Indenture, as selected and engaged by the Borrower. "Management Contract"means the Management Agreement dated as of November 1,2001 between the Borrower and the Manager,and any other successor contract providing for management services of the Project Facilities, as the same may be amended from time to time in accordance with the terms of the Indenture and the Loan Agreement. "Management Fee"means the compensation paid to the Manager for management of the Project Facilities, exclusive of reimbursement for costs paid by the Manager which otherwise constitute Operating Expenses,but including both a Senior Management Fee and a Subordinated Management Fee. "Manager" means any person performing management services for the Project Facilities under a Management Contract; the initial Manager is Great Lakes Management Company, a Minnesota corporation. "Mandatory Tender Date" means November 1, 2011, the date the Series 2001A Bonds are subject to mandatory tender. "Maximum Debt Service Requirement" means for any period, the largest Debt Service Requirement that is or will be due in that period or in any future period with the same duration as that period. "Monthly Net Project Revenues" means as of any Deposit Date for any calendar month,all Project Revenues received during the period from and including the last Deposit Date to but not including the current Deposit Date,less all Operating Expenses incurred(or if permitted, accrued) in such period exclusive of(a) Ordinary Trustee Fees and Expenses, (b) amounts due as real or personal property taxes or assessments on any portion of the Project Facilities, (c) amounts due as insurance with respect to the Project Facilities or its operations, (d) amounts required in such month to be deposited in the Repair and Replacement Fund or the Taxes and Insurance Fund,(e)interest due on Subordinated Debt, and (f) any items payable from the Repair and Replacement Fund, the Project Fund or the Insurance and Award Fund). "Monthly Repair and Replacement Fund Deposit"means for each month the amount of$775 (1/12 of the product of$150 multiplied by the number of Project units (62)). "Monthly Taxes and Insurance Deposit"means for each month one-twelfth(1/12)of one hundred percent (100%) of the amount set forth from time to time in the Budget (as defined in the Loan Agreement)for the current calendar year for(i)annual premiums on all insurance required to be maintained by the Indenture and(ii)real estate taxes (or payments in lieu of such taxes), assessments or other charges for governmental services with respect to the Project Facilities for the current year (exclusive of utility charges); provided that during the calendar year in which the Completion Date occurs,credit shall be given against the earliest deposits otherwise due for amounts deposited in the Taxes and Insurance Fund on the Date of Issuance of the Series 2001 Bonds. "Monthly Transfer Date"means,with respect to each calendar month,the 20`h day of the month, or if such day is not a Business Day, the Business Day next following. "Mortgage"means the Combination Mortgage Security Agreement,Fixture Financing Statement and Assignment of Rents and Leases, dated as of November 1, 2001, from the Borrower to the City and as assigned to the Trustee as security for the Senior Bonds. "Mortgage Assignment" means the Assignment of Mortgage from the City to the Trustee, assigning the City's rights in the Mortgage and the Subordinate Mortgage to the Trustee. "Mortgagee" initially means the City; provided that the rights and obligations of the Mortgagee under the Mortgage will be assigned to the Trustee pursuant to the Assignment. "Mortgaged Property" means the Mortgaged Property described in the granting clauses to the Mortgage and the Subordinate Mortgage. "Mortgagor" means the Borrower. "Net Proceeds" means, when used with respect to proceeds of insurance or a condemnation award,moneys received or receivable by the Borrower as owner or the Trustee as secured party of the Project Facilities, less the cost of recovery(including attorneys' fees) of such moneys from the insuring company or the condemning authority. "Net Revenues Available for Debt Service" means, for any period, the excess of Gross Revenues over Operating Expenses. "Net Revenues Available for Subordinate Debt Service"means at any time,amounts then on deposit in the Subordinate Debt Service Account of the Bond Fund. "Non-Cash Expenses"shall mean for any period,depreciation,amortization,bad debt expense and all other items properly reportable under generally accepted accounting principles for the period as an expense but for which no corresponding outlay of cash or property is required in any period. "Operating Expenses" means for any period,as determined on a cash rather than on an accrual basis (except as otherwise may be provided). (i) all non-capitalized expenses incurred in the operation or maintenance of the Project Facilities by or on behalf of the Borrower, including, but not limited to, administrative costs, all Management Fees, utility charges and routine maintenance or repair costs(whether or not such expenses are paid from the Surplus Fund or the Repair and Replacement Fund),(ii)amounts due and payable to the Trustee or the City as fees or reimbursement of expenses under the terms of the Indenture, the Loan Agreement,the Mortgage or the Subordinate Mortgage, (iii) amounts required to be deposited in the Taxes and Insurance Fund(but not amounts required to be deposited in the Repair and Replacement Fund), and (iv) principal paid and accrued interest on Short- Term Indebtedness (as defined in the Loan Agreement), excluding (a) items otherwise constituting Operating Expenses paid from the Taxes and Insurance Fund, (b) interest due and payable or accrued on outstanding Bonds, (b) Non-Cash Expenses, (c) any loss or expense resulting from or related to any extraordinary and nonrecurring items,(d)any losses or expenses related to the sale of assets, the proceeds of which sale are not included in Project Revenues. "Operating Reserve Fund" means the fund established under Section 5.11 of the Indenture. "Operating Reserve Requirement" means an amount equal to $250,000, which amount may be funded by cash, a bank letter of credit, or any combination thereof. "Opinion of Counsel" means a written opinion of counsel (who need not be Independent counsel unless so specified) appointed by the Borrower or the City and acceptable to the Trustee or appointed by the Trustee. If and to the extent required by the .rovisions of Section 1.02 of the Indenture each Osinion of Counsel shall include the statements provided for in said Section 1.02. "Optional Redemption Fund" means the fund so named in Section 4.01 of the Indenture. "Original Purchaser" means,with respect to the Series 2001 Bonds,Miller Johnson Steichen Kinnard, Inc., and with respect to any Additional Bonds, the Original Purchaser identified in a Supplemental Indenture for the Additional Bonds. "Ordinary Trustee Fees and Expenses"means all fees and expenses chargeable by the Trustee for its services rendered under the Indenture;exclusive of fees and expenses incurred as a result of a Default or Event of Default. "Outstanding" when used as of any particular time with reference to Bonds of any Series(and whether or not the term is capitalized)means(subject to the provisions of Section 9.03 of the Indenture pertaining to any Bonds held by the City and the Borrower) all Bonds of the Series theretofore authenticated and delivered by the Trustee under the Indenture or any Supplemental Indenture except: (i) Bonds or the Series theretofore canceled by the Trustee or surrendered to the Trustee for cancellation; (ii) Bonds of the Series for the payment or redemption of which funds or direct obligations of or obligations fully guaranteed by the United States of America in the necessary amount shall have theretofore been deposited with the Trustee (whether upon or prior to the maturity or the redemption date of such Bonds), provided that if such Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given pursuant to Article III of the Indenture, or provision satisfactory to the Trustee shall have been made for the giving of such notice:and (iii) Bonds of the Series in lieu of or in substitution for which other Bonds shall have been authenticated and delivered by the Trustee pursuant to the terms of Section 2.07 of the Indenture pertaining to replacement of Bonds. "Participants" means persons who are designated as participants of the Depository in connection with the operation of a Book-Entry System. "Permitted Encumbrances"means,as of any particular time: (i)liens for ad valorem taxes and special assessments not then delinquent,(ii)utility,access and other easements and rights-of-way, mineral rights, restrictions and exceptions that an Independent Engineer certifies will not interfere with or impair the use of or operations being conducted in the Project Buildings,(iii)such minor defects,irregularities,encumbrances,easements,rights-of- way and clouds on title as normally exist with respect to properties similar in character to the Project Facilities and as do not in the aggregate, in the opinion of Independent Counsel, materially impair the property affected thereby for the purposes for which it was acquired or is held by the Borrower,(iv)the Mortgage,(v)any mortgage lien subordinate to the lien of the Mortgage to be granted after the Date of Issuance by the Borrower in connection with incurring any indebtedness in respect of borrowed funds provided,however, that the terms of any such indebtedness shall require that no remedies may be exercised with respect thereto unless and until all amounts due in respect of Senior Indebtedness have been fully paid or provided for, (vi) Permitted Purchase Money Security Interests, (vii) security interests in accounts receivable securing Short-Term Indebtedness permitted under Section 6.15 of the Loan Agreement,(viii)the Ground Lease,and(ix)those additional encumbrances identified in Exhibit B to the Mortgage and the Subordinate Mortgage. "Permitted Investments"means any of the following,to the extend permitted by law: (a) Government Obligations:, (b) direct and general obligations of any state of the United States of America or any municipality or political subdivision of such state,or obligations of any corporation,if such obligations are in one of the two highest rating categories by a Rating Agency; (c) negotiable or non-negotiable certificates of deposit,time deposits,or other similar banking arrangements,issued by any nationally or state-chartered bank (including the Trustee) or trust company or any loan association, domiciled in the United States, if either: (i) the long-term obligations of such bank or trust company are rated in one of the two highest rating categories by a Rating Agency: or (ii) the deposits are continuously secured as to principal,but only to the extent not insured by the Federal Deposit Insurance Corporation, or similar corporation chartered by the United States of America,(1)by lodging with a bank or trust company,as collateral security,obligations described in paragraph (a) above or, with the approval of the Trustee, other marketable securities eligible as security for the deposit of trust funds under applicable regulations of the Comptroller of the Currency of the United States of America or applicable state law or regulations, having a market value (exclusive of accrued interest)not less than the amount of such deposit,or(2) if the furnishing of security as provided in clause(1)of this paragraph is not permitted by applicable law, in such manner as may then be required or permitted by applicable state or federal laws and regulations regarding the security for the deposit of trust funds; (d) investment agreements continuously secured by the obligations listed in paragraphs (a), (b) or (c) above, with any nationally or state-chartered bank domiciled in the United States, trust company domiciled in the United States or broker or dealer (as defined by the Securities Exchange Act of 1934, as amended) which is a member of the Securities Investors Protection Corporation if(i) such obligations are delivered to the Trustee or supported by a safekeeping receipt issued by a depository to the Trustee, provided that such investment agreements must provide that the value of the underlying obligations shall be maintained at a current market value,calculated no less frequently than monthly,of not less than the amount deposited thereunder, (ii)a prior perfected security interest in the obligations which are securing such agreement has been granted to the Trustee,(iii)such agreement has been granted to the Trustee, and (iv) such obligations are free and clear of any adverse third-party claims:, (e) investment agreements with any nationally or state-chartered bank, financial institution, insurance company or trust company, domiciled in the United States, which has long-term debt obligations rated in one of the two highest rating categories by a Rating Agency_; and (f) money market mutual funds invested solely in obligations listed in paragraphs (a), (b) or(c) above; provided that "Investments" shall not include a financial instrument, commonly known as a "derivative," whose performance is derived, at least in part, from the performance of any underlying asset, including, without limitation, futures, options on securities, options on futures, forward contracts, swap agreements, structure notes and participations in pools of mortgages or other assets. "Permitted Purchase Money Security Interests"means any security interest,retention of title, financing lease, or installment purchase or similar contract whereby a seller of personal prom_ty retains a richt of repossession,provided that the aggregate purchase price of all outstanding Permitted Purchase Money Security Interests may not exceed $50,000. "Predecessor Bonds"of any particular Bond means every previous Bond evidencing all or a portion of the same debt as that evidenced by such particular Bond,and for purposes of this definition,any Bond authenticated and delivered under Section 2.07 of the Indenture in lieu of a lost,destroyed or stolen Bond shall be deemed to evidence the same debt as the lost, destroyed or stolen Bond. "Principal Payment Dates" means for any Series the regularly scheduled dates on which principal of the Series is due by maturity or sinking fund redemption; for the Series 2001 Bonds, the Principal Payment Dates are November 1 of each year, commencing on November 1, 2004. "Principal Period" means for any Series, the period of time from and including a Principal Payment Date (or the Date of Issuance, in the case of a Series prior to the first Principal Payment Date) through and including the day immediately preceding the next Principal Payment Date. "Program"means a program within the meaning of the Act authorizing the issuance of the Series 2001 Bonds. "Prohibited Costs" means Costs of Issuance and any costs related to an airplane, skybox or other private luxury box, a facility primarily used for gambling, or a store the principal business of which is the sale of alcoholic beverages for consumption off premises. "Project" means the development, design, acquisition, construction, equipping and financing of a senior multifamily housing facility located on the Land containing 62 units for independent living by senior residents and related and subordinated facilities thereto. "Project Buildings"means all improvements or buildings financed in whole or in part with proceeds of the Bonds or other amounts disbursed under the Loan Agreement or the Disbursing Agreement and now or hereafter located on the Land, as the same may be improved or expanded from time to time, and including all related building service equipment and other fixtures incorporated therein or attached thereto. "Project Costs"means any of the following that are not Prohibited Costs,to the extent permitted by the Act: (a) all Capital Expenditures which the Borrower shall be required to pay under the terms of any contract or contracts for the development, acquisition, construction or equipping of the Project Facilities or improving the Land, (b) all Capital Expenditures of the Borrower incurred for labor and materials(including labor or materials furnished by the Borrower)in connection with the acquisition, construction or equipping of the Project Facilities or improving the Land; (c) the cost of payment and performance bonds and any and all types of insurance that may be necessary or appropriate to have in effect during the course of the acquisition or construction of the Project Facilities or improving the Land,to the extent the same shall constitute a Capital Expenditure; (d) all costs of engineering and architectural services,including the costs of the Borrower for test borings, surveys, estimates, plans and specifications and preliminary investigations therefor, and for supervising construction, as well as for the performance of all other duties required by or consequent to the Project; (e) any other Capital Expenditures heretofore or hereafter incurred by the Borrower in connection with the Project defined as and constituting a proper cost under the Act and approved by the Authorized Borrower Representative; and (f) Capitalized interest owing on the Series 2001 Bonds through and including April 30, 2003. "Project Equipment" means all Equipment located in the Project Buildings or otherwise on the Land or elsewhere,to the extent financed in whole or part with proceeds of Bonds or amounts disbursed under the Indenture or the Disbursing Agreement. "Project Facilities"means the Land and all buildings, improvements and equipment to be acquired, constructed or installed as part of the Project or which is otherwise located on the Land. "Project Fund" means the fund so named in Section 4.01 of the Indenture. "Project Plans" means the plans and specifications for the acquisition, construction and equipping the Project to be kept on file by the Borrower for inspection by the City, the Trustee and the Inspecting Architect and any modifications thereof and additions thereto permitted under the Loan Agreement. "Project Revenues"means,for a period,as determined in accordance with generally accepted accounting principles, all operating revenues received by or on behalf of the Borrower for the ownership, lease or other operation of the Project Facilities, from any source, including all rent, charges or fees derived from the use or occupancy thereof, and •roceeds of business or rent interru•tion insurance excludin•securi de•osits from tenants proceeds of insurance (other than from business or rent interruption insurance), interest income, gain from the sale of any investment, and any item of an extraordinary or nonrecurring nature. "Rating Agency" means either of Moody's Investors Service or Standard & Poor's Ratings Group, a division of McGraw-Hill. "Redeem," "redeem" or"redemption"means and includes"prepay"or"prepayment" as the case may be. "Regular Record Date" for the interest payable on any Interest Payment Date for all Series of Bonds means the 15`h day of the calendar month immediately preceding such date, and for interest payable on any Interest Payment Date for Additional Bonds shall be date established therefor in the Supplemental Indenture for the Additional Bonds. "Remarketing Agent" means Miller Johnson Steichen Kinnard, Inc. or a successor Remarketing Agent appointed and serving in such capacity pursuant to the Indenture. "Repair and Replacement Fund" means the fund so named in Section 4.01 of the Indenture. "Responsible Officer" of any Trustee means and includes the chairman of the board of directors, the president,every vice president,every assistant vice president,the secretary, every assistant secretary,every corporate trust officer,and every officer and assistant officer of such trustee, other than those specifically above mentioned,to whom any corporate trust matter is referred because of such officer's knowledge of, and familiarity with, a particular subject. "Revenue Fund" means the fund so named in Section 4.01 of the Indenture. "Senior Bonds" means the Series 2001A Bonds and the Series 2001B Bonds. "Senior Debt Service Account" means the fund so named under the Bond Fund created in Section 4.01 of the Indenture. "Senior Debt Service Requirements"means,with respect to any period,the aggregate principal and interest due on Senior Indebtedness, including amounts due with respect to sinking fund or similar scheduled payments. "Senior Indebtedness" means Bonds and any Long-Term Indebtedness consented to by a Majority of Holders which is permitted to be incurred by the Borrower under the Loan Agreement(other than a loan,the payments of which pay any one or more Series of Bonds) and is secured equally and ratably on parity with the Bonds pursuant to an agreement satisfactory to the Majority of Holders. "Series" means any series for one or more Bonds as designated by the Indenture or a Supplemental Indenture. "Series 2001 Bonds" means the Senior Bonds and the Subordinate Bonds. "Series 2001A Bonds" means the $7,825,000* in aggregate principal amount of the City of Orono. Minnesota Senior Housing Revenue Bonds (Orono Woods Apartment Project), Series 2001A. "Series 2001 B Bonds"means the$210,000*in aggregate principal amount of the City of Orono, Minnesota Senior Housing Revenue Bonds (Orono Woods Apartment Project), Taxable Series 2001B. "Series 2001 Tax-Exempt Bonds" means the Series 2001A Bonds and the Subordinate Bonds. "Short-Term Indebtedness"means any unsecured Indebtedness incurred,assumed or guaranteed by the Borrower maturing not more than twelve months after it is incurred, but shall not include Interim Indebtedness, trade accounts payable, accrued payroll or payroll taxes. "Sole Member" means Wedurn Foundation, a Minnesota nonprofit corporation and 501(c)(3) Organization. "Special Record Date" for the payment of any Defaulted Interest (as defined in Section 2.05 of the Indenture) on fully registered Bonds means a date fixed by the Trustee pursuant to such Section 2.05. "State" means the State of Minnesota. "Subordinate Bonds" means the $250,000* in aggregate principal amount of its Senior Housing Revenue Bonds (Orono Woods Apartment Project), Subordinate Series 2001C. "Subordinate Debt"means the Subordinated Series 1999 Note and any Subordinated Additional Debt secured equally and ratably on parity with any other Subordinated Debt. "Subordinate Debt Service Account"means the fund so named under the Bond Fund created in Section 4.01 of the Indenture. "Subordinate Mortgage" means the Subordinate Combination Mortgage Security Agreement,Fixture Financing Statement and Assignment of Rents and Leases, dated as of November 1,2001.from the Borrower to the City and as assigned to the Trustee as security for the Subordinate Bonds. "Subordinated Additional Debt" means any debt incurred by the Borrower with the consent of a Majority of Holders that, so long as any Senior Indebtedness is outstanding, is entitled to be paid solely on parity with the Subordinate Bonds from Net Revenues Available for Subordinated Debt Service, or which is subordinate in right of payment to the Subordinate Bonds or any other Subordinated Additional Debt. "Supplemental Indenture"means any amendment,modification or supplement to the Indenture designated as a Supplemental Indenture and entered into in compliance with Article XI of the Indenture. "Surplus Fund" means the fund so named in Section 4.01 of the Indenture. "Tax Increment Note" means the Tax Increment Revenue Note of 2001,dated as of November 1, 2001, from the HRA to the Borrower. "Tax Increment Revenue"means all collections of tax increments which the HRA is required under the Tax Increment Note to pay to the Borrower and which are pledged and assigned by the Borrower under the Assignment of TIF Note and directed to be transmitted to the Trustee for deposit in the Revenue Fund. "Taxes and Insurance Fund" means the fund so named in Section 4.01 of the Indenture. "Tax-Exempt Bonds" means any Series of Bonds for which on the Date of Issuance and opinion of Bond Counsel was delivered to the effect that the interest thereon is not included in gross income for federal income tax purposes. "Trust Estate" means the Trust Estate defined in the Granting Clauses to the Indenture. "Trustee" means U.S. Bank Trust National Association, or any successor or assign permitted to serve as the trustee under the Indenture. "Variable Rate Indebtedness"shall have the meaning set forth in Section 6.18 of the Loan Agreement. [Remainder of Page Intentionally Blank], SUMMARY OF THE INDENTURE The following is a summary of certain provisions of the Indenture. This summary is qualified in its entirettbv reference to the Indenture. A copy of the Indenture is available during the offering period from the Underwriter and after the date of issuance ofthe Bonds, from the Trustee. Capitalized terms employed in this summary are defined in this APPENDIX A under the caption "DEFINITIONS OF CERTAIN TERMS" Pledge and Security Pursuant to the Granting Clauses,the City assigns to the Trustee (i) all of the rights and interests of the City in the Loan Agreement,the Mortgage and the Subordinate Mortgage., except for the rights of the City relating to expenses, indemnity,payment of attorneys' fees and advances of the City under the Loan Agreement;(ii)a first lien on and pledge of all right., title and interest in the moneys and investments in any other fund or account to be created and maintained by the Trustee under the Indenture(other than the Rebate Fund);(iii)the Tax Increment Note and all payments made by the City thereunder; and (iv) any and all other property of every name and nature from time to time hereafter by delivery or by writing of any kind conveyed, mortgaged, assigned or transferred, or in which a security interest is granted by the City or the Borrower or by anyone in behalf of them or with their written consent,to the Trustee,which is hereby authorized to receive any and all such property at any and all times and to hold and apply the same according to the terms,including but not limited to all property subject to the Mortgage and the Subordinate Mortgage. 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 the Indenture and the Trust Estate on a parity with the applicable Series of Bonds then outstanding under the 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 the items listed in Section 2.09 of the Indenture, including the written consent of a Majority of Holders and an Opinion of Bond Counsel as to conditions for the issuance of the Additional Bonds and the tax status of such Additional Bonds. Project Fund On the Date of Issuance of the Series 2001 Bonds,amounts shall be deposited in the Project Fund and the accounts therein as set forth in Section 4.01 of the Indenture. In addition, the Trustee shall deposit in the Fund (or any account therein) any other amounts which are delivered to the Trustee by or on behalf of the Borrower with instructions to deposit such amounts therein. Amounts on deposit in the Project Fund shall be applied as follows: (a) Costs of Issuance Account. Upon receipt by the Trustee of a written request of the Borrower, amounts in the Costs of Issuance Account shall be withdrawn and paid to the persons designated by the Borrower for payment of Costs of Issuance. Any amounts remaining in the Costs of Issuance Account shall be transferred to the Construction Account. All investment income from amounts in the Costs of Issuance Account shall be upon receipt deposited by the Trustee in the Reserve Fund. (b) Construction Account. Amounts in the Construction Account shall be withdrawn and paid by the Trustee for Project Costs or to reimburse the Borrower for payment of Project Costs in accordance with the terms of the Disbursing Agreement. Amounts in the Construction Account may be withdrawn by the Trustee for the forgoing purposes only in accordance with the terms of the Disbursing Agreement. All investment income on amounts in the Construction Account shall be deposited upon receipt in Construction Account. Notwithstanding the foregoing,upon the occurrence of any Event of Default,whether or not any Bonds are accelerated, the Trustee shall withdraw amounts from any account in the Project Fund selected by the Trustee to the extent necessary to pay principal, interest or redemption price on any Bond which is due and payable and for which other amounts held by the Trustee are not sufficient therefor. Bond Purchase Fund The Indenture creates a Bond Purchase Fund which shall be used to pay the purchase price of the Series 2001A Bonds to be purchased pursuant to a mandatory tender of the Bonds. There shall be paid into the Bond Purchase Fund, as and when received: (i) the proceeds of the remarketing of the Series 2001A Bonds by the Remarketing Agent; and (ii) all other moneys received by the Trustee under and pursuant to any of the provisions of the Indenture or the Loan Agreement or otherwise which are required or accompanied by directions that such moneys are to be credited to the Bond Purchase Fund. Except as otherwise provided in the Indenture, money in the Bond Purchase Fund shall be used solely for the payment of the purchase price of Series 2001A Bonds to be purchased pursuant to the Indenture. On the Mandatory Tender Date, the Trustee shall disburse from the Bond Purchase Fund sufficient moneys to pay the purchase price of all Series 2001A Bonds to be purchased on such date. All moneys paid over to the Trustee for the account of the Bond Purchase Fund under any provision of the Indenture shall be held in trust by the Trustee for the benefit of the Holders of the Series 2001A Bonds. Any moneys held by the Trustee in the Bond Purchase Fund shall be retained by the Trustee for the benefit of Holders of Series 2001A Bonds not yet presented for payment of the purchase price thereof until paid to such Holders. Such moneys shall not be paid to the Borrower or to any Person other than the Holders of Series 2001A Bonds entitled thereto., and such Holders shall look only to such moneys for the payment of the purchase price of such Series 2001A Bonds; provided, however, that excess amounts if any in the Bond Purchase Fund after payment or provision for payment of the purchase price of all Series 2001A Bonds shall be paid to the Borrower. Revenue Fund Under the terms of the Loan Agreement, on or before the 15`h day of each calendar month (or if such date is not a Business Day, the next succeeding Business Day), the Borrower is required to deposit with the Trustee all Monthly Net Project Revenues and all Tax Increment Revenues. Upon receipt, the Trustee shall deposit such amounts in the Revenue Fund. After the Completion Date,all investment income from any fund or account created under the Indenture, shall be deposited upon receipt in the Revenue Fund to the extent not otherwise directed. On each Monthly Transfer Date of each calendar month during and after which any portion of the Project Facilities is placed in use (for these purposes the Borrower shall immediately notify the Trustee), the Trustee shall transfer amounts in the Revenue Fund(first from investment income deposited therein and then from other amounts) to the following funds and accounts in the following priority: (a) First,to the Rebate Fund,any amount required to be deposited therein under the terms of the Loan Agreement or the Indenture; (b) Second, to the Trustee to pay any unpaid due and owing Ordinary Trustee Fees and Expenses; (c) Third, to the Taxes and Insurance Fund, an amount equal to the Monthly Taxes and Insurance Deposit for such month, plus any unpaid Monthly Taxes and Insurance Deposit previously due and not deposited;provided that credit shall be given against such Monthly Taxes and Insurance Deposit to the extent of any amounts deposited therein which are not proceeds of a prior Monthly Taxes and Insurance Deposit(and to the extent such amounts have not been credited against any prior Monthly Taxes and Insurance Deposit); (d) Fourth,to the Senior Debt Service Account of the Bond Fund for the Senior Bonds,an amount equal to the sum of one-sixth(1/6th)of the interest coming due on the next Interest Payment Date and one-twelfth (1/12th) of the principal coming due on the next Principal Payment Date (including mandatory sinking fund payments), plus any unpaid interest and/or principal previously due and not deposited,plus any unrestored amounts previously withdrawn from the Senior Debt Service Account for transfer to the Taxes and Insurance Fund; (e) Fifth,to the Debt Service Reserve Fund, the amount,if any,required to restore the balance of the funds therein to an amount equal to the Debt Service Reserve Requirement; (f) Sixth, commencing in November 2003, to the Repair and Replacement Fund, an amount equal to the Monthly Repair and Replacement Deposit,plus any unpaid Monthly Repair and Replacement Deposit previously due and not paid,plus any unrestored amounts previously withdrawn from such fund for transfer to another fund as provided in the Indenture; provided that as against the Monthly Repair and Replacement Deposits the Borrower shall be given credit for the amount of costs that are properly payable from the Repair and Replacement Fund but which the Borrower has paid from sources other than amounts in the Repair and Replacement Fund,but only if the Borrower delivers to the Trustee written evidence of the payment of such costs,along with a written statement signed by the Authorized Borrower Representative that no person shall seek reimbursement or other payment for such costs from amounts in the Repair and Replacement Fund; (g) Seventh,to the Operating Reserve Fund,amounts sufficient to replace the bank letter of credit on deposit to the Operating Reserve Fund which was issued in an amount equal to the Operating Reserve Requirement,and then such amount,if any, required to restore the balance therein to an amount equal to the Operating Reserve Requirement; (h) Eighth, to the Subordinate Debt Service Account of the Bond Fund for the Subordinate Bonds, an amount equal to the sum of one-sixth (1/6th) of the interest coming due on the next Interest Payment Date, plus any unpaid interest and/or principal previously due and not deposited, plus any unrestored amounts previously withdrawn from the Subordinate Debt Service Account for transfer to the Taxes and Insurance Fund; (i) Ninth, to the Manager, any accrued and unpaid Subordinated Management Fee; and (i) Tenth, to the Surplus Fund, all remaining amounts in the Revenue Fund. Bond Fund (a) On the Date of Issuance of the Series 2001 Bonds, a portion of the proceeds of the Senior Bonds shall be deposited in the Senior Debt Service Account to the extent provided in the Indenture; thereafter amounts shall be deposited in the Bond Fund as provided in Section 5.01 of the Indenture. In addition, any Loan Repayments paid to the Trustee by the Borrower shall be deposited in the Senior Debt Service Account,together with any other amounts permitted to be deposited therein on behalf of the Borrower and delivered to the Trustee for such deposit. On the Monthly Transfer Date,if amounts in the Senior Debt Service Account are not sufficient to pay in full the monthly principal and interest requirements on the Senior Bonds,the amount of such deficiency,to the extent of available funds, shall by transferred: from the following funds in the following priority: first, from amounts in the Surplus Fund; second, from amounts in the Subordinate Debt Service Account,third, from amounts in the Operating Reserve Fund; fourth, from amounts in the Repair and Replacement Fund; fifth, from amounts in the Optional Redemption Fund; and sixth, from amounts in the Debt Service Reserve Fund. The moneys and investments in the Senior Debt Service Account are irrevocably pledged and shall be used by the Trustee, from time to time, to the extent required: FIRST: For the payment of interest whenever due and payable and for the payment of principal of Senior Bonds when due at maturity or upon sinking fund redemption; SECOND: For transfer to the Taxes and Insurance Fund to restore any deficiency therein; and THIRD: Upon direction by the Borrower, to purchase outstanding Senior Bonds at purchase prices not exceeding par plus accrued interest,but only to the extent amounts therein are sufficient to pay all principal of and interest on the Bonds scheduled to become due in the then current Bond Year either at maturity or upon sinking fund redemption, as reduced by the amount of credit which will be given as against such payments for such purchase of Senior Bonds. (b) On the Date of Issuance of the Series 2001 Bonds, proceeds of the Subordinate Bonds shall be deposited in the Subordinate Debt Service Account to the extent provided in the Indenture; thereafter amounts shall be deposited in the Subordinate Debt Service Account as provided in Section 5.01 of the Indenture. In addition, any Loan Repayments paid to the Trustee by the Borrower under the Loan Agreement shall be deposited in the Subordinate Debt Service Account, together with any other amounts permitted to be deposited therein on behalf of the Borrower and delivered to the Trustee for such deposit. On the Monthly Transfer Date, if amounts in the Subordinate Debt Service Account are not sufficient to pay in full the monthly interest requirements on the Subordinate Bonds, the amount of such deficiency, to the extent of available funds, shall by transferred from amounts in the Surplus Fund. The moneys and investments in the Subordinate Debt Service Account are irrevocably pledged and shall be used by the Trustee., from time to time, to the extent required, for the payment of interest whenever due and payable on the Subordinate Bonds, and to make up deficiencies in the Rebate Fund, the Taxes and Insurance Fund, the Senior Debt Service Account of the Bond Fund, the Debt Service Reserve Fund, the Repair and Replacement Fund and the Operating Reserve Fund, in such order. Optional Redemption Fund The Trustee shall deposit into the Optional Redemption Fund all amounts deposited for the payment of amounts due upon a redemption of outstanding Bonds(other than because of mandatory sinking fund redemption),and as may be required by any provision of the Loan Agreement or the Indenture. Amounts on deposit to the credit of the Optional Redemption Fund shall be used, first, to make up deficiencies in the Senior Debt Service Account of the Bond Fund (to the extent described in Section 5.02(a) of the Indenture) and, second, for the payment of principal of or, premium, if any, and interest on Bonds as a result of the redemption of outstanding Bonds at the request or direction of the Borrower pursuant to Article III or,at the request of the Borrower, for the purchase of outstanding Bonds on the market at prices not exceeding the redemption price on the next available date for redemption. Debt Service Reserve Fund On the Date of Issuance, the Debt Service Reserve Requirement shall be deposited to the Debt Service Reserve Fund, and thereafter amounts shall be deposited to the Debt Service Reserve Fund as provided in the Indenture. The Trustee shall also deposit into the Debt Service Reserve Fund all installments of Loan Repayments or portions thereof required and all other amounts required to be deposited to the Debt Service Reserve Fund under the Loan Agreement. On any date on which amounts in the Debt Service Reserve Fund are less than the Debt Service Reserve Requirement,the amount of such deficiency(to the extent of available funds and after any transfers required to be made to the Senior Debt Service Account of the Bond Fund or the Taxes and Insurance Fund)shall be transferred: first,from amounts in the Surplus Fund; second,from amounts in the Subordinate Debt Service Account of the Bond Fund; and third, from amounts in the Repair and Replacement Fund. Notwithstanding the obligation to maintain the Debt Service Reserve Requirement,it shall not constitute an Event of Default if the amounts in the Debt Service Reserve Fund are less than the Debt Service Reserve Requirement,provided that the balance of the Debt Service Reserve Fund is equal to at least$285,000. Each investment credited to the Debt Service Reserve Fund shall mature or be callable at the option of the holder within three (3)years. In computing the amount in the Debt Service Reserve Fund, investments credited thereto shall be valued at face value if purchased at par or at the amortized value if purchased at other than par;provided,however, that such investments in the Debt Service Reserve Fund are required to be valued only on each November 1. "Amortized value,"when used with respect to an obligation purchased at a premium above or at a discount below par,means the value as of any given time obtained by dividing the total premium or discount at which such obligation was purchased by the number of days remaining to maturity for such obligation at the date of such purchase and by multiplying the quotient thus calculated by the number of days having passed since such purchase; and (1) in the case of an obligation purchased at a premium by deducting the product thus obtained from the purchase price,and(2)in the case of an obligation purchased at a discount by adding the product thus obtained to the purchase price. Valuation on any particular date shall include the amount of interest then earned or accrued to such date on any moneys or investments in the Debt Service Reserve Fund. The funds and investments in the Debt Service Reserve Fund are irrevocably pledged to and shall be used by the Trustee, from time to time, as may be required, for the payment of principal of,premium(if any)on and interest on the Senior Bonds as and when the same shall become due and payable, and to that end, amounts shall be transferred to the Senior Debt Service Account of the Bond Fund as provided in Section 5.02 of the Indenture. Notwithstanding the foregoing, if amounts on deposit in the Debt Service Reserve Fund exceed the Debt Service Reserve Requirement, at the request of the Borrower, the Trustee shall transfer the excess to the Revenue Fund. Amounts in the Debt Service Reserve Fund also shall be applied to pay the last principal due on outstanding Senior Bonds;provided that with respect to any issue of Bonds, the amount by which the Debt Service Reserve Requirement increased as of the Date of Issuance of the Senior Bonds shall be applied to pay the final maturing principal of such Bonds, but only to the extent that the amount remaining in the Debt Service Reserve Fund immediately after such payment is not less than the Debt Service Reserve Requirement for any Bonds remaining outstanding hereunder immediately after such payment. Notwithstanding the foregoing, the Trustee, in its discretion, and based upon an opinion of Bond Counsel to the effect that the exclusion from gross income of interest on the Tax-Exempt Bonds shall not be adversely affected thereby, is authorized to use funds and investments in the Debt Service Reserve Fund to pay the amount of any rebate due the United States in respect of any Bonds under Section 148 of the Code if the Borrower shall have failed to pay or provide for the payment thereof under Section 4.01(d) of the Loan Agreement. Surplus Fund Amounts shall be deposited in the Surplus Fund as provided in Section 5.01 of the Indenture. Moneys in the Surplus Fund shall be disbursed by the Trustee whenever necessary to remedy any deficiency in any fund in the following order of priority: the Rebate Fund,the Taxes and Insurance Fund,the Senior Debt Service Account,the Debt Service Reserve Fund,the Repair and Replacement Fund, the Operating Reserve Fund and the Subordinate Debt Service Account. On or before December 1 of each year, commencing December 1, 2002, the Trustee shall distribute any amounts in the Surplus Fund as follows: one-half(1/2) of any amounts shall be applied to the redemption of Subordinate Bonds as described in Section 3.01(e) of the Indenture, and one-half ('/2) of any amounts shall be distributed to the Borrower; provided, however, that the Trustee may not redeem Subordinate Bonds or distribute money to the Borrower if(i)the Borrower is in default under any provisions of the Loan Agreement (including, without limitation, satisfying the debt service coverage requirement of Section 6.13 of the Loan Agreement and submitting all necessary forms and reports required by Section 6.02 of the Loan Agreement),the Mortgage or the Indenture,(ii) there is a deficiency in any of the funds or accounts described above,or(iii)a loan has been made to the Borrower as described in Section 5.11 of the Indenture to replace the bank letter of credit initially deposited to the Operating Reserve Fund and any portion of the loan remains unpaid. Taxes and Insurance Fund On the Date of Issuance for the Series 2001 Bonds,an amount shall be deposited into the Taxes and Insurance Fund as provided in Section 4.02 of the Indenture, and thereafter amounts shall be deposited in the Taxes and Insurance Fund as provided in Section 5.01 of the Indenture. In addition, there shall be deposited in the Taxes and Insurance Fund any amounts deposited by the Borrower under Section 4.02(c) of the Loan Agreement. On any date on which amounts in the Taxes and Insurance Fund are less than the amounts required to be deposited therein,the amount of such deficiency(to the extent of available funds and after any transfers required to be made to the Bond Fund) shall be transferred first, from amounts in the Surplus Fund; second, from amounts in the Subordinate Debt Service Account; third, from amounts in the Operating Reserve Fund; fourth, from amounts in the Repair and Replacement Fund; fifth,from amounts in the Optional Redemption Fund, and sixth,from amounts in the Senior Debt Service Account. The Trustee shall also deposit into the Taxes and Insurance Fund all other amounts required to be deposited into the Taxes and Insurance Fund under the Indenture or the Loan Agreement. The Trustee shall disburse any amount in the Taxes and Insurance Fund to the Borrower or the Manager to pay (or reimburse the Borrower or the Manager for prior payment of) all taxes(or payments in lieu of taxes), assessments or governmental charges (except charges for utility services) and insurance premiums due for insurance coverage related to the Project Facilities that is required under any provision of the Loan Agreement, upon written certification by the Authorized Borrower Representative that amounts therefor are due and payable. Repair and Replacement Fund Amounts shall be deposited in the Repair and Replacement Fund as provided in Section 5.01 of the Indenture. On any date on which amounts in the Repair and Replacement Fund are less than the amount required to be deposited therein,the amount of such deficiency (to the extent of available funds and after any transfers required to be made to the Senior Debt Service Account, the Taxes and Insurance Fund or the Debt Service Reserve Fund) shall be transferred: first, from amounts in the Surplus Fund, second, from amounts in the Subordinate Debt Service Account,and third,from amounts in the Operating Reserve Fund. The Trustee shall deposit in the Repair and Replacement Fund all amounts paid by the Borrower under Section 4.02(d)of the Loan Agreement and all other amounts required to be deposited into the Repair and Replacement Fund under the Indenture or the Loan Agreement. Amounts shall be transferred to the Senior Debt Service Account for the payment of principal,premium or interest on the Senior Bonds,to the Taxes and Insurance Fund,and to the Debt Service Reserve Fund. In addition,if a Majority of Holders shall consents or if(i) no Event of Default has occurred and is continuing,(ii)all reports of the Borrower required to be provided to the Trustee under Section 6.02 of the Loan Agreement have been so provided, and iii) the budget as required by the Loan Agreement has been provided to the Trustee and the Original Purchaser, and (iv) all deposits to the Taxes and Insurance Fund., the Bond Fund and its accounts, the Debt Service Reserve Fund, and the Repair and Replacement Fund are current (or credit for such deposits shall have been given in accordance herewith for other amounts in such funds),the Trustee shall disburse any amount in the Repair and Replacement Fund to the Borrower or the Manager to pay any costs of capital improvements or extraordinary items of maintenance with respect to the Project Facilities upon the Trustee's receipt of written certification by the Authorized Borrower Representative that amounts therefor are due and payable, and a written statement from an independent certified public accounting firm that such costs are properly payable from the Repair and Replacement Fund. Amounts may also be disbursed to the Borrower to reimburse such costs previously paid by or on behalf of the Borrower (but only if the payment of such costs was not credited against a Monthly Repair and Replacement Deposit otherwise due under Section 5.01(a) of the Indenture). Operating Reserve Fund On the Date of Issuance, the Trustee shall deposit in the Operating Reserve Fund a bank letter of credit equal to the Operating Reserve Requirement. Such bank letter of credit will have a stated expiration date of April 1, 2003. Commencing after the Date of Issuance, the Trustee shall deposit to Operating Reserve Fund (i) all rental income and fees arising from the operation of the Project Facilities and received on or before April 1,2003, and(ii) the amounts transferred from the Revenue Fund, until such deposits equal the Operating Reserve Requirement. As amounts are deposited therein,the stated amount of the bank letter of credit will be reduced by a corresponding amount, and the Trustee will release such portion of the bank letter of credit from the Trust Estate. If the rental income and the transfers from the Revenue Fund do not equal the Operating Reserve Requirement and are not sufficient to fully replace the bank letter of credit on April 1, 2003, the Manager shall loan the difference to the Borrower,who shall transfer the proceeds of the loan to the Trustee for deposit to the Operating Reserve Fund. Such loan shall bear simple interest at nine percent (9%) and shall be repaid out of the Surplus Fund, to the extent that funds are available. Repayments of this loan shall be made prior to any distributions to the Borrower or redemptions of Subordinate Bonds as provided in Section 5.05. Commencing April 1, 2003,the trustee shall deposit to the Operating Reserve Fund any Loan Repayments and other funds in the Revenue Fund as provided in section 5.01(g) of the Indenture as necessary to maintain or restore the balance therein to the Operating Reserve Requirement. Moneys on deposit in the Operating Reserve Fund are pledged to and shall be used by the Trustee for the payment of(i)principal of and interest on the Senior Bonds when due, in the event amounts on deposit in the Senior Debt Service Account of the Bond Fund are insufficient therefor, and (ii) Operating Expenses (including deposits to the Taxes and Insurance Fund and the Repair and Replacement Fund). Amounts in the Operating Reserve Fund shall be valued in the manner and at the times as provided for the Debt Service Reserve Fund. Investment earnings from the Operating Reserve Fund in excess of the Operating Reserve Requirement shall be transferred to the Senior Debt Service Account of the Bond Fund. Upon final payment, redemption or defeasance of all Series 2001 Bonds and the satisfaction of all obligations under the Loan Agreement, and so long as there is no default ongoing under the Loan Agreement,the Mortgage or the Indenture,then upon the release of the Indenture the Trustee shall remit all amounts on deposit in the Operating Reserve Fund to the Borrower(including the release of any bank letter of credit in its entirety). Pledge of Tax Increment Revenues On or before the Date of Issuance, the City will execute and deliver the Tax Increment Note, whereby the City will agree to pay to the Borrower the Tax Increment Revenue, and the Borrower will deliver the Assignment of TIF Note to the Trustee as additional security for the Bonds, and will direct the City to make the payments of Tax Increment Revenue to the Trustee. The Trustee shall deposit the Tax Increment Revenue, as received, in the Revenue Fund. Rebate Fund Amounts shall be deposited in the Rebate Fund as provided in Section 5.01 of the Indenture,and as described in Sections 2.03(s)and 4.02(h)of the Loan Agreement. If on the 30day following any Computation Date for any issue of Tax-Exempt Bonds, the Trustee has not received from the Borrower written evidence from a Rebate Analyst as to the amount, if any,of rebatable arbitrage required to be paid to the United States in connection with such Computation Date and such Tax-Exempt Bonds (the "Rebate Report"), the Trustee, at the expense of the Borrower shall engage a Rebate Analyst to prepare a Rebate Report,notifying the Borrower of such engagement and promptly providing to the Borrower a copy of the Rebate Report after its delivery to the Trustee,and making demand on the Borrower to pay any amount of rebate required to be paid to the United States as set forth in the Rebate Report. If the Borrower shall fail to remit to the Trustee the amount of rebate owing to the United States in accordance with the Rebate Report within five days after Borrower's receipt of such report,thereafter,notwithstanding any other provisions of the Indenture,the Trustee shall transfer the amount required to be paid to the United States the Rebate Fund from the following funds: first from the Surplus Fund, second from the Subordinate Debt Service Account,third,from the Operating Reserve Fun&fourth,from the Repair and Replacement Fund, fifth, from the Senior Debt Service Account, sixth, from the Senior Debt Service Reserve Account(to the extent permitted),seventh,from the Taxes and Insurance Fund,and eighth, from the Revenue Fund. To the extent of amounts in the Rebate Fund, the Trustee shall make available to the Borrower the amount of rebatable arbitrage due upon the Trustee's receipt of an executed form 8038T,or copy thereof satisfactory to the Trustee (or such other form as shall be appropriate for reporting the rebate due) duly completed with respect to the applicable issue of Tax-Exempt Bonds and representations by the Borrower that it will apply such amounts to the payment of rebate due. Insurance and Award Fund There shall be deposited into the Insurance and Award Fund all Net Proceeds of condemnation awards or insurance relating to condemnation, damage or destruction of the Project Facilities if in excess of$250,000. Amounts in the Insurance and Award Fund shall be disbursed by the Trustee to pay the cost of replacement, repair, reconstruction or restoration of the Project Facilities or transferred to the Bond Fund and used to redeem Bonds pursuant to Section 3.01(b)of the Indenture. Any amounts remaining in the Insurance and Award Fund after payment of all costs of replacement, repair, reconstruction, or restoration relating to the condemnation, damage or destruction to which such amounts relate, shall be transferred to the Optional Redemption Fund. Investment of Funds To the extent authorized by the Act or other applicable law,moneys on deposit to the credit of any fund or account established under the Indenture shall, upon request by the Authorized Borrower Representative,be invested by the Trustee in Permitted Investments, which may be purchased from the Trustee or from any of its Affiliates. To the extent the Trustee receives no investment instructions from the Authorized Borrower Representative, amounts in the funds and accounts created under the Indenture shall be invested in the Trustee's "AAA" rated treasury money market fund. Investments so made shall be deemed at all times to be a part of the respective account or fund,but may from time to time be sold or otherwise converted into cash, whereupon the proceeds derived from such sale or conversion shall be credited to such Account or Fund. Any interest accruing on and any profit realized from such investment shall be credited to the respective account or fund except as otherwise provided in the Indenture. Any investments purchased with amounts on deposit in any account or fund under the Indenture may be exchanged for cash or investments of equal value credited to any other account or fund. The Trustee shall redeem or sell,at the best price obtainable, any investments so made, whenever it shall be necessary to do so in order to provide moneys to meet any payment from the respective account or fund. Neither the Trustee nor the City shall be liable for any loss resulting from any such investment, nor from failure to preserve rights against endorsers or other prior parties to instruments evidencing any such investment. Monies credited to any account or fund maintained under the Indenture which are uninvested pending disbursement or receipt of proper investment directions or as directed under the Indenture,may be deposited to and held in a non-interest bearing demand deposit account established with the Commercial Banking Department of the Trustee or with any bank affiliated with the Trustee, without the pledge of securities to or other collateralization of such deposits accounts. Covenants of the City Principal of and premium, if any, and interest on the Bonds shall be paid when due, but solely to the extent of amounts from Loan Repayments,revenues derived from the Loan Agreement or other amounts derived from the Trust Estate, including amounts received under the Mortgage,the Subordinate Mortgage,and Net Proceeds;provided that neither such payment obligations nor any of the agreements or obligations of the City relating thereto shall be construed to constitute a general or moral obligation or an indebtedness of the City or constitute or give rise to a pecuniary liability or be a charge against the general credit or taxing powers of the City. Events of Default Each of the following events is hereby defined as, and is declared to be and to constitute, an "Event of Default": (a) Any nonpayment when due of the principal of or any premium or interest on any outstanding Senior Bonds (whether due at maturity or upon redemption, declaration or otherwise); or (b) Any nonpayment when due of the principal of or any premium or interest on any Senior Indebtedness other than Senior Bonds(whether due at maturity or upon redemption, declaration or otherwise); or (c) Any failure in the due and timely performance of any of the other covenants,conditions, agreements and provisions contained in the Senior Bonds or in the Indenture, or in any indenture supplemental hereto to be performed, and such default shall have continued for a period of sixty days after written notice,specifying such default and requiring the same to be remedied, shall have been given to the Borrower by the Trustee, or if such notice is given to the Trustee and the Borrower by Holders of not less than twenty-five percent (25%) in principal amount of outstanding Senior Bonds; or (d) The occurrence and continuation of any "Event Default" ve t of as that term is defined in the Loan Agreement or the occurrence of any acceleration of Senior Indebtedness because of a default or nonperformance or noncompliance by the Borrower under any document governing such indebtedness. Default in the due and punctual payment of any interest on or principal of any Outstanding Subordinate Bonds shall also constitute an Event of Default under the Indenture; provided, however, that the Trustee shall not be entitled to exercise any remedies upon an Event of Default with respect to the Subordinate Bonds set forth unless the Senior Bonds are no longer Outstanding Bonds. Remedies on Default Upon the occurrence of an Event of Default, the Trustee may, and upon written request of Holders of twenty-five percent(25%)in aggregate principal amount of outstanding Senior Bonds, the Trustee shall, by notice in writing delivered to the Borrower declare the principal of all Senior Bonds hereby secured then outstanding and the interest accrued thereon immediately due and payable,and such principal and interest shall thereupon become and be immediately due and payable: subject,however,to the right of a Majority of Holders., by written notice to the Borrower and to the Trustee, to annul such declaration and destroy its effect at any time if all covenants with respect to which default shall have been made shall be fully performed or made good, and all arrears of interest upon all outstanding Senior Bonds and the reasonable expenses and charges of the Trustee,its agents and attorneys shall be paid, or the amount thereof shall be paid to the Trustee for the benefit those entitled thereto. In any case of Default or breach of any of the covenants and conditions of the Indenture, or to protect the Trust Estate, the Trustee, anything contained to the contrary notwithstanding and without any request from any holder of Senior Bonds(subject,however., to the provisions of Section 8.06 of the Indenture), may take such action or actions for the enforcement of its rights and the rights of the holders of Senior Bonds and the rights of the City under the Loan Agreement as due diligence, prudence and care would require and to pursue the same with like diligence, prudence and care. Upon the happening and continuance of an Event of Default, the Trustee may, and shall upon the written request of Holders of not less than twenty-five percent (25%) in aggregate principal amount of all outstanding Senior Bonds, proceed forthwith by suit or suits at law or in equity or by any other appropriate remedy to enforce payment of the Senior Bonds, to enforce application to such payment of the funds, revenues and income appropriated thereto by the Indenture and by the Senior Bonds,to enforce remedies under the Loan Agreement, to foreclose enforce the Mortgage and/or enforce the provisions of the Mortgage and any such other appropriate legal or equitable remedy as the Trustee, being advised by counsel, shall deem most effectual to protect and enforce any of its rights or any of the rights of the holders of Senior Bonds. Notwithstanding the foregoing,the Trustee need not proceed upon any such written request of such Bondholders, as aforesaid, unless such Bondholders shall have offered to the Trustee surety and indemnity satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby. For as long as any Senior Bonds are outstanding, neither the Trustee nor any holder of the Subordinate Bonds shall take any action or remedies hereunder in the event of default in payment of the Subordinate Bonds or other Events of Default relating to the Subordinate Bonds. Upon the occurrence of an Event of Default, and upon the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and the Holders of Bonds under the Indenture, the Trustee shall be entitled, as a matter of right, to the appointment of a receiver or receivers of the Trust Estate and of the revenues, issues, payments and profits thereof, pending such proceedings, with such powers as the court making such appointment shall confer. Power of Majority of Bondholders Anything in the Indenture to the contrary notwithstanding,a Majority of Holders shall have the right,at any time,by an instrument or instruments in writing executed and delivered to the Trustee,to direct the method and place of conducting all proceedings to be taken under the Indenture,the Loan Agreement,the Mortgage,and the Subordinate Mortgage;provided that such direction shall not be otherwise than in accordance with the provisions of law and that the Trustee shall be indemnified as provided in the Indenture. Limitation on Suits by Bondholders No Holder of any Bond shall have any right to institute any suit,action or proceeding in equity or at law for the enforcement of the Indenture, or for the execution of any trust or for any other remedy under the Indenture or under the Loan Agreement, Mortgage or the Subordinate Mortgage,unless either(a)such action shall be approved by Holders of not less than fifty-one percent (51%) in aggregate principal amount of Bonds outstanding, or (b) a Default has occurred of which the Trustee has been notified or of which it is deemed to have notice,the Trustee shall have failed to take action in respect thereof and the Holders of one- fourth (1/4) in aggregate principal amount of Bonds outstanding under the Indenture shall have(i)made written request to the Trustee and shall have offered it reasonable opportunity either to proceed to exercise the powers granted under the Indenture or to institute such action, suit or proceeding in its own name; and (ii) offered to the Trustee indemnity as provided under the Indenture. Notwithstanding the foregoing,no one or more Holders of the Bonds shall have any right in any manner whatsoever to affect,disturb,or prejudice the lien of the Indenture,the Mortgage or the Subordinate Mortgage by their action or to enforce any right thereunder except in the manner provided therein and in the Indenture, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner provided in the Indenture and for the equal benefit of the Holders of all Bonds outstanding under the Indenture. Nothing in the Indenture contained shall,however, affect or impair the right of any Bondholder,which is absolute and unconditional,to enforce and bring suit for the payment of the principal of and interest on any Bond at and after the maturity thereof to the respective Holders thereof at the time and place in said Bonds expressed,in accordance with the terms of the Bonds. Waiver by Bondholders The Trustee,upon the written request of a Majority of Holders,shall waive any Event of Default under the Indenture and its consequences, except an Event of Default in the payment of the principal of the Bonds at the date of maturity specified therein; provided., however, that an Event of Default caused by the nonpayment of interest on any Series of Bonds shall not be waived unless, prior to such waiver, all arrears of such interest, and all expenses of the Trustee shall have been paid or shall have been provided for by deposit with the Trustee of a sum sufficient to pay the same. In case of any such waiver, the City, the Trustee and the Holders of the Bonds shall be restored to their former positions and rights under the Indenture respectively. No such waiver shall extend to any subsequent or other Default or any Event of Default or impair any right consequent thereon. Concerning the Trustee The Trustee,prior to the occurrence of an Event of Default and after the curing of all such Events of Default as may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in the Indenture. The Trustee shall during the existence of any such Event of Default(which has not been cured)exercise such of the rights and powers vested in it by the Indenture, and use the same degree of care and skill in its exercise,as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. None of the provisions contained in the Indenture shall require the Trustee to expend or risk its own funds or otherwise incur individual financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Trustee and its officers and directors may acquire and own, or become the pledgee of,Bonds and otherwise deal with the City or the Borrower in the same manner and to the same extent and with like effect as though it were not Trustee. Except for the initial Trustee,and any successor or assign to such Trustee,there shall at all times be a trustee under the Indenture which shall be an association or a corporation organized and doing business under the laws of the United States or any State thereof, authorized under such laws to exercise corporate trust powers, having a combined capital, surplus and undivided profits of at least Seventy-Five Million Dollars ($75,000,000) and subject to supervision or examination by Federal or State authority. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.13 of the Indenture summarized in this Appendix, and another association or corporation is eligible, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.16 of the Indenture. In case at any time the Trustee shall resign or shall be removed or otherwise shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or if a receiver of the Trustee or of its property shall be appointed, or if a public supervisory office shall take charge or control of the Trustee or of its property or affairs, a vacancy shall forthwith and ipso facto be created in the office of such Trustee under the Indenture, and a successor may be appointed by a Majority of Holders by an instrument or instruments in writing filed with the Trustee and executed by such Bondholders,notification thereof being given to the City, but until a new Trustee shall be appointed by the Bondholders as authorized under the Indenture, the City shall, subject to the provisions, appoint a Trustee to fill such vacancy. After any such appointment by the City, it shall cause notice of such appointment to be mailed within 30 days of such appointment to the Holders of all outstanding Bonds,but any new Trustee so appointed by the City shall immediately and without further act be superseded by a Trustee appointed in the manner above provided by a Majority of Holders whenever such appointment by said Bondholders shall be made. If, in a proper case,no appointment of a successor Trustee shall be made pursuant to the foregoing provisions within six months after a vacancy shall have occurred in the office of Trustee, the Holder of any Bond secured by the Indenture or any retiring Trustee may apply to any court of competent jurisdiction to appoint a successor Trustee. Said court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint a successor Trustee. Discharge of Lien If the Borrower shall (a) pay or cause to be paid the principal of and premium, if any, and interest on the Bonds at the time and in the manner stipulated therein and in the Indenture, or (b) provide for the payment of principal and premium, if any, of the Bonds and interest thereon by depositing with the Trustee at or at any time before maturity amounts sufficient either in cash or in Government Obligations (not callable, except at the option of the holder thereof), the principal and interest on which when due and payable(or redeemable at the option of the holder thereof)and without consideration of any reinvestment thereof shall be sufficient,to pay the entire amount due or to become due thereon for principal and premium,if any,and interest to maturity of all said Bonds outstanding, or (c) deliver to the Trustee(1)proof satisfactory to the Trustee that notice of redemption of all of the outstanding callable Bonds not surrendered or to be surrendered to it for cancellation has been given or waived as provided in Article III of the Indenture, or that arrangements satisfactory to the Trustee have been made insuring that such notice will be given or waived, or (2) a waiver of such notice of redemption signed by the holders of all of such outstanding Bonds, and in any such case, deposit with the Trustee before the date on which such Bonds are to be redeemed,as provided in said Article III,the entire amount of the redemption price., including accrued interest and premium, if any, either in cash or in Government Obligations(not callable,except at the option of the holder thereof)in such aggregate face amount, bearing interest at such rates and maturing or being callable at the option of the holder thereof on such dates as shall be sufficient to provide for the payment of such redemption price on the date such Bonds are to be redeemed, and on such prior dates when principal of and interest on the outstanding Bonds is due and payable, or (d) surrender to the Trustee for cancellation all Bonds for which payment is not so provided., and shall also pay all other sums due and payable under the Indenture and under the Loan Agreement by the Borrower,provided that if Bonds are to be defeased under either paragraph (b) or (c) above, an opinion of Bond Counsel shall be rendered to the Trustee to the effect that the tax-exempt status of interest on the Tax-Exempt Bonds shall not be impaired thereby and a written report from an Independent certified public accounting firm shall be delivered to the Trustee in form and substance satisfactory to the Trustee verifying the sufficiency of the cash and Government Obligations to pay all principal, interest and redemption price described above, then and in that case, all the Trust Estate shall revert to the Borrower and the entire estate, right, title and interest of the Trustee and of the registered owners of the Bonds in respect thereof shall thereupon cease,determine and become void;and the Trustee in such case,upon the cancellation of all Bonds for the payment of which cash or securities shall not have been deposited in accordance with the provisions of the Indenture,shall,upon receipt of an opinion of Bond Counsel as to compliance with conditions precedent,and at its cost and expense, execute proper instruments acknowledging satisfaction of the Indenture and surrender to the Borrower all cash and deposited securities, if any (other than cash or securities for the payment of the Bonds and interest thereon),which shall then be held under the Indenture as a part of the Trust Estate. When there shall have been deposited at any time with the Trustee in trust for the purpose, cash or non-callable Government Obligations the principal and interest on which shall be sufficient to pay the principal of any Bonds (and premium, if any) when the same become due, either at maturity or otherwise, or at the date fixed for the redemption thereof and to pay all interest with respect thereto at the due dates for such interest or to the date fixed for redemption,for the use and benefit of the Holders thereof,then upon such deposit all such Bonds shall cease to be entitled to any lien, benefit or security of the Indenture except the right to receive the funds so deposited and such rights of transfer and exchange of Bonds as are provided in the Indenture, and such Bonds shall be deemed not to be outstanding under the Indenture; and it shall be the duty of the Trustee to hold the cash and securities so deposited for the benefit of the Holders of such Bonds,and from and after such date,redemption date or maturity, interest on such Bonds shall cease to accrue. Supplemental Indentures The City,upon resolution,and the Trustee from time to time and at any time,subject to the conditions and restrictions in the Indenture, may enter into such indentures supplemental to the Indenture without the consent of any Bondholder for any one or more of the following purposes: (a) To correct the description of any property pledged by the Indenture or intended so to be, or to assign, convey, pledge or transfer and set over unto the Trustee, subject to such liens or other encumbrances as shall be therein specifically described, additional property or properties of the Borrower for the equal and proportional benefit and security of the Holders of all Bonds, at any time issued and outstanding under the Indenture,subject,however,to the provisions hereinabove set forth with respect to extended Bonds; (b) To evidence removal or appointment of any trustee or paying agent under the Indenture; (c) To cure any ambiguity or to correct or supplement any provision contained in the Indenture or in any supplemental indentures which may be defective or inconsistent with any other provision contained in the Indenture or in any supplemental indenture; (d) To modify,eliminate and/or add to the provisions of the Indenture to such extent as shall be necessary to effect the qualification of the Indenture under the Trust Indenture Act of 1939, as then amended, or under any similar Federal statute hereafter enacted, and to add to the Indenture such other provisions as may be expressly permitted by said Trust Indenture Act of 1939, excluding, however, the .rovisions referred to in Section 316 a 2 of said Trust Indenture Act of 1939. (e) To permit the issuance of Additional Bonds. A Majority of Holders shall have the right, from time to time, to consent to and approve the execution of indenture or indentures supplemental to the Indenture:PROVIDED, HOWEVER,that nothing shall permit or be construed as permitting,without the consent of the Holders of all outstanding Bonds, (a) an extension of the maturity of any Bond issued under the Indenture,or(b)a reduction in the principal amount of any Bond or the redemption premium or the rate of interest thereon, or (c) the creation of a lien upon or a pledge of revenues ranking prior to or on a parity with the lien or pledge created by the Indenture and the Mortgage (except as provided in the Indenture), or (d) a preference or priority of any Bond or Bonds over any others, or(e)a reduction in the aggregate principal amount of the Bonds required to consent to supplemental indentures,amendments to the Loan Agreement or amendments to the Mortgage,or(f)a reduction in the aggregate principal amount of the Bonds required to waive an Event of Default: PROVIDED FURTHER, that nothing in the Indenture contained shall permit or be construed as permitting, without the consent of the holders or creditors of all outstanding Subordinated Debt,the elimination of any consent of a holder or creditor of Subordinated Debt to any modification to the Indenture, the Loan Agreement or the Subordinate Mortgage. Whenever there shall be delivered to the Trustee a resolution of Bondholders adopted at a Bondholders' meeting approved by, or an instrument or instruments purporting to be executed by Majority of Holders,which resolution or instrument or instruments shall refer to the proposed supplemental indenture and shall specifically consent to and approve the execution thereof, thereupon, the City and the Trustee may execute such supplemental indenture without liability or responsibility to any Holder of any Bond,whether or not such Holder shall have consented thereto. If a Majority of Holders at the time of the execution of such supplemental indenture shall have consented to and approved the execution thereof as provided in the Indenture,no Holder of any Bond shall have any right to object to the execution of such supplemental indenture,or to object to any of the terms and provisions contained therein or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee or the City from executing the same or from taking any action pursuant to the provisions thereof. Anything in the Indenture to the contrary notwithstanding,a supplemental indenture under Article XI of the Indenture which adversely affects the rights of the Borrower under the Loan Agreement, the Mortgage, the Subordinate Mortgage or the Indenture, so long as the Loan Agreement, the Mortgage and the Subordinate Mortgage are in effect, shall not become effective unless and until the Borrower shall have consented to the execution and delivery of such supplemental indenture. Notwithstanding any other provisions of the Indenture, no Supplemental Indenture shall be executed until the Trustee has received an opinion of Bond Counsel to the effect that such execution will not cause interest on any Tax-Exempt Bonds to be included in gross income for federal income tax purposes Amendments to the Loan Agreement and Other Documents The City and the Trustee may,without the consent of or notice to the Bondholders, consent to any amendment,change or modification of the Loan Agreement,the Mortgage or the Subordinate Mortgage as may be required(i)by the provisions of the Loan Agreement, the Mortgage,the Subordinate Mortgage or the Indenture,(ii)for the purpose of curing any ambiguity or formal defect or omission, or(iii)in connection with any other change therein which, in the judgment of the Trustee, is not to the prejudice of the Trustee (unless waived by the Trustee), the Holders of the Bonds or the holders or creditors of any Subordinated Debt. In determining whether or not an amendment, change, or modification does or does not require the consent of bondholders, the Trustee may conclusively rely on an Opinion of Counsel. Except for the amendments, changes or modifications as provided in Section 12.01 of the Indenture, neither the City nor the Trustee shall consent to any other amendment, change or modification of the Loan Agreement,the Mortgage or the Subordinate Mortgage without the written approval or consent of a Majority of Holders given and procured as described in this paragraph; provided, however, that no such amendment, change or modification shall ever affect the unconditional obligation of the Borrower to make Loan Repayments as they become due and payable. If a Majority of Holders at the time of the execution of any such amendment, change or modification shall have consented to and approved the execution thereof as provided in the Indenture, no Holder of any Bond shall have any right to object to any of the terms and provisions contained therein, or in the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee, the City or the Borrower from executing the same or from taking any action pursuant to the provisions thereof. Amendments May Not Reduce Loan Repayments Under no circumstances shall any amendment to the Loan Agreement,the Mortgage or the Subordinate Mortgage, without the consent of the Holders of all Bonds outstanding affected thereby: (i) reduce the aggregate amount of Loan Repayments payable under the Loan Agreement,or allow any installment of Loan Repayments to be paid subsequent to the time needed for the payment of principal of,premium,if any, and interest on the Bonds, (ii) modify any of the provisions of the Loan Agreement to eliminate the requirement that the Trustee consent to every amendment thereto; or (iii) release from the lien of the Mortgage or the Subordinate Mortgage or any of the property secured thereby, or permit the creation of any lien ranking prior to or on a parity with the lien of the Indenture on any part of the Trust Estate, except as expressly permitted by the Indenture, the Loan Agreement, the Mortgage or the Subordinate Mortgage. Additional Requirements for all Amendments Notwithstanding any other provisions of the Indenture,(i)no amendment to the Loan Agreement, the Mortgage, or the Subordinate Mortgage shall be executed until the Trustee has received an opinion of Bond Counsel to the effect that such execution will not cause interest on any Tax-Exempt Bonds to be included in gross income for federal income tax purposes, and (ii) promptly after execution, a copy of the executed amendment shall be delivered to each other Holder who shall have requested of the Trustee to receive such copy. [Remainder of Page Intentionally Blankl THE LOAN AGREEMENT The following is a summary of certain provisions of the Loan Agreement. This summary does not purport to be comprehensive or definitive. This summary is qualified in its entirety by reference to the Loan Agreement. A copy of the Loan Agreement is available during the offering period from the Underwriter and, after the date of issuance of he Bonds, from the Trustee. Capitalized terms employed in this summary are defined in this APPENDIX A under the caption "DEFINITIONS OF CERTAIN TERMS." Loan Payments The City agrees, upon the terms and conditions in the Loan Agreement, to lend $8,285,000' to the Borrower, but solely from the gross sale proceeds derived from the issuance of the Series 2001 Bonds ($8,285,000*) inclusive of the discount at which the Original Purchaser purchased the Series 2001 Bonds. The Loan will be fully funded on the Date of Issuance of the Series 2001 Bonds by the deposit of all sale proceeds from the sale of the Series 2001 Bonds(net of any Original Purchaser's discount)with the Trustee. As security for all outstanding Bonds,the Borrower hereby assigns and pledges to the Trustee all Monthly Net Project Revenues and all Tax Increment Revenues, and further agrees for each month to deposit with the Trustee on the 15th day of each month(or if such day is not a Business Day,on the next succeeding Business Day),commencing on and after the date on which any portion of the Project Facilities has been placed in service,all Monthly Net Project Revenues and all Tax Increment Revenues for application as provided in the Indenture. Furthermore,irrespective of any deposit of Monthly Net Project Revenues and Tax Increment Revenues (or sufficient Monthly Net Project. Revenues and Tax Increment Revenues for the following purposes), the Borrower agrees that it will deposit with the Trustee monies sufficient to fully fund up all funds and accounts described in the Indenture and sufficient to permit the Trustee to make any other payments described in the Indenture. Additional Payments The Borrower also agrees: (a) To pay to the Trustee,promptly after being billed,until the principal of and the interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the provisions of the Indenture (i) all Ordinary Trustee Fees and Expenses, but with credit being given against such payments for any amounts transferred from the Revenue Fund to the Trustee for such purpose,and(ii)the reasonable fees and charges of the Trustee for necessary extraordinary services rendered by it and extraordinary expenses incurred by it under the Indenture, as and when the same become due; provided, that the Borrower may, without creating a default hereunder, contest in good faith the necessity for any such extraordinary services and extraordinary expenses and the reasonableness of any such fees, charges or expenses; (b) To pay to the City any City fees and to hold the City harmless from all liabilities, costs and other expenses (including attorney's fees) of the City suffered, incurred or paid at any time in connection with any actions,transactions or other matters contemplated by or taken pursuant (or relating in any manner whatsoever) to the Bonds, the Indenture, the Mortgage, the Subordinate Mortgage, the Loan Agreement or any of the other documents executed or delivered in connection with the issuance of or otherwise related to the Bonds,including without limitation any official statements,placement memoranda or other offering materials, or as may arise in connection with any of the foregoing; (c) Subject to the provisions of Section 5.04 of the Loan Agreement, to each public or private person, firm or Borrower furnishing utility service or constructing or extending facilities for the furnishing of such service for the Project, when due and payable during the Term, all reasonable fees, charges and rentals for such service and facilities; and (d) Subject to the provisions of the Management Contract,to the Manager the Management Fee. No Set-Off; Borrower's Obligations Unconditional The obligation of the Borrower to make the payments required hereby shall be absolute and unconditional. Subject to the preceding sentence, until such time as the principal of, premium,if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, the Borrower (i)will perform and observe all of its agreements contained in the Loan Agreement, and (ii)will pay without abatement, diminution or deduction (whether for taxes or otherwise)all amounts required to be paid hereunder,regardless of any cause or circumstance whatsoever including,without limiting the generality of the foregoing: any defense, set-off, recoupment or counterclaim which the Borrower may have or assert against the City, the Trustee, any Holder of a Bond or any other person; any failure of the City to perform any covenant or agreement between the City and the Borrower; any indebtedness or liability at any time owing to the Borrower by the City, the Trustee, any Holder of a Bond or any other person; any acts or circumstances that may constitute failure of consideration;damage to or condemnation of the Project Facilities; failure or delay in completion of the Project; eviction by aramount title• commercial frustration of I ur i ose• bankru s tc or insolvenc of the City or the Trustee; any change in the tax or other laws of the United States of America or of the State or any political subdivision of either; foreclosure of the Mortgage or the Subordinate Mortgage; or any failure in the performance and observance any agreement,whether express or implied,or any duty,liability or obligation,arising out of or connected with the Loan Agreement, the Mortgage, the Subordinate Mortgage, or the Indenture. The Borrower hereby waives,to the extent permitted by law,any and all rights which it may now have or which at any time hereafter may be conferred upon it,by statute or otherwise,to terminate or cancel,or to limit its liability under the Loan Agreement,the Mortgage or the Subordinate Mortgage except in accordance with the express terms of the Loan Agreement. Prepayment of Loan The Borrower may prepay the Loan under the following conditions: fa) The Bonds are subject to redemption in whole or in part at the request of the Borrower, and the Borrower may prepay the Loan in whole or in part for the purpose of so redeeming Bonds. (b) The Bonds will be subject to redemption in whole and not in part,and the Borrower may prepay the Loan in whole for the purpose of so redeeming all outstanding Bonds, but only if: (i) the Project Facilities shall be damaged or destroyed or all or a portion of the Project Facilities are taken in condemnation proceedings and in the good faith reasonable judgment of the Borrower,the Project Facilities cannot be restored or replaced to substantially the same condition as existed before such damage, destruction or condemnation, and the Borrower shall determine not to rebuild, repair, restore or replace the Project Facilities pursuant to Sections 5.10 and 5.11 of the Loan Agreement; or (ii) as a result of any changes in the Constitution of the State or the Constitution of the United States of America or of legislative or administrative action(whether state or federal)or of a final decree,judgment or order of any court or administrative body (whether state or federal) the Loan Agreement shall have become void or unenforceable or impossible of performance in any material respect in accordance with the intent and purposes of the parties as expressed therein. (c) The Borrower may also prepay the Loan by causing a defeasance of all outstanding Bonds in accordance with Article X of the Indenture. Except as otherwise expressly provided in the Loan Agreement,Bonds shall be called for redemption by the Trustee only upon the direction of the Borrower. Additional Tax-Related Payments If a Determination of Taxability occurs,the Borrower shall forthwith repay the Loan and cause the Series 2001 Bonds to be redeemed on the first Business Day for which notice of redemption can be given in accordance with the Indenture following notice to the Borrower of the Determination of Taxability. Any such redemption shall be effected upon the terms and conditions in the Loan Agreement and at a redemption price equal to an amount which, when added to all amounts then held under the Indenture and available for the purpose,will be equal to the principal amount of all then Outstanding Series 2001 Bonds, plus accrued interest thereon to the redemption date, and, in the event that it is determined that the Determination of Taxability is the fault of the Borrower, a premium equal to three percent(3%) of the principal amount of each Bond redeemed.The Borrower shall also pay an amount equal to the Trustee's and any paying agent's fees under the Indenture, accrued and to accrue until final payment and redemption of the Bonds being redeemed and all other advances, fees, costs and expenses incurred by the Trustee under the Indenture. Pledge of Tax Increment Revenues At or before the Date of Issuance,the City will execute and deliver the Tax Increment Note, whereby the City will agree to pay to the Borrower the Tax Increment Revenue, and the Borrower will deliver the Assignment of TIF Note to the Trustee as additional security for the Bonds, and will direct the City to make the payments of Tax Increment Revenue to the Trustee. The Trustee shall deposit the Tax Increment Revenue, as received, in the Revenue Fund, to be used as provided in the Indenture. Ownership and Operation The Borrower will use the Project Facilities and all Mortgaged Property only in furtherance of its lawful purposes and will cause the Project Facilities to be used and operated as required by the Act. The Borrower will not use or permit any person to use the Project Facilities or the Mortgaged Property for any use or purpose in violation of the laws of the United States,the State,or any ordinance of the City,and agrees to comply with all the orders, rules, regulations and requirements of the City, the County or the State or other governmental authority having jurisdiction over the Project Facilities. The Borrower shall have the right to contest by appropriate legal proceedings,without cost or expense to the City, the validity of any law, ordinance, order, rule, regulation or requirement of the nature referred to in this paragraph. The Borrower agrees that so long as the Bonds are Outstanding, the Borrower will keep or cause to be kept the Project Facilities and the Mortgaged Property in good repair and good operating condition (ordinary wear, tear, and obsolescence and acts of God being excepted) at its own cost, making such repairs and replacements as are necessary to that end. The Borrower shall provide all equipment, furnishings, supplies and other personal property required or convenient for the proper operation, repair and maintenance of the Project Facilities and Mortgaged Property in an economical and efficient manner, consistent with the then current standards of operation and administration generally acceptable for facilities such as the Project Facilities located in the State. The Borrower will use the Project Facilities only in a manner that is consistent with the Sole Member's status as a 501(c)(3) Organization and, except as it shall not impair the exclusion from gross income of interest on any Tax-Exempt Bonds, not use or allow the use of the Project Facilities in any unrelated trade or business with respect to the Sole Member(or any other 501(c)(3) Organization) under Section 513(a) of the Code. The Borrower will not use the Project Facilities or any part thereof for sectarian instruction nor use the Project Facilities primarily as a place of religious worship or as a facility used primarily as a part of a program of a school or department of divinity for any religious denomination or the religious training of ministers,priests,rabbis or other similar persons in the field of religion. The Borrower represents that it has no present intention to sell, lease or P otherwise dispose of any interest in the Project Facilities,other than to lease units in the Project Facilities to residents in the ordinary course of business. Furthermore, the Borrower shall not sell or dispose of all or any portion of the Project Facilities or the Mortgaged Property except as permitted in Sections 5.06, 5.07, 5.08 and 6.04 of the Loan Agreement. So long as any Tax-Exempt Bonds are outstanding and no Default or Event of Default has occurred and exists, the Borrower may sell all or any part of the Project Facilities to or enter into a lease of all or any part of the Project Facilities so long as: (a) No such sale, lease or agreement shall be inconsistent with the rovisions of the Loan Agreement, the Indenture, the Mortgage, the Subordinate Mortgage or the Act; (b) The Borrower shall remain fully obligated under all Loan Documents as if such sale, lease or agreement had not been made; and (c) The Borrower shall cause to be delivered to the Trustee an opinion of Bond Counsel to the effect that such transaction shall not cause interest on any Tax-Exempt Bonds to be included in gross income for federal income tax purposes.. Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and exists under the Loan Agreement,upon any sale of all or substantially all of the Project Facilities in accordance with Sections 5.02 and Section 6.04 of the Loan Agreement, the Borrower, may, upon request to the Trustee, be released and forever discharged from its obligations under the Loan Documents. For purposes of Sections 5.02 and Section 6.04 of the Loan Agreement, any change of the sole member of the Borrower from the Sole Member to another person shall be deemed a sale of all of the Project Facilities to such person. The Borrower will pay or cause to be paid all utility charges and other charges arising from the operations at the Project Facilities and the Mortgaged Property which., if unpaid,would become a lien on the Project Facilities or the Mortgaged Property and will not permit any lien or encumbrance except Permitted Encumbrances to be established or to remain unsatisfied against the Project Facilities or the Mortgaged Property, including any mechanics' liens; provided, that if no Event of Default has occurred and is continuing, the Borrower may at its own expense diligently prosecute and in good faith contest any mechanics' or other liens filed or established against the Project Facilities or Mortgaged Property, and in such event may permit the items so contested to remain undischarged and unsatisfied during the period of such contest and any appeal therefrom unless the Trustee shall notify the Borrower that,in the opinion of Independent Counsel, by nonpayment of any such items the Project Facilities, the Mortgaged Property or any part thereof will be subject to loss or forfeiture, in which event the Borrower shall promptly pay and cause to be satisfied and discharged all such unpaid items; provided that the Borrower may continue to contest such liens if it posts security deemed adequate by Independent Counsel and complies with all requirements related thereto in the Mortgage. The Borrower will pay or cause to be paid,as the same respectively become duet any taxes, special assessments, license fees and governmental charges of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to the operations at the Project Facilities or Mortgaged Property,or any improvements., equipment or related property installed or brought by the Borrower therein or thereon. If no Event of Default has occurred and is continuing,the Borrower may,at its expense, in good faith contest any such taxes, assessments, license fees and other governmental charges and,in the event of any such contest,may permit the taxes,assessments,license fees or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Trustee shall notify the Borrower that, in the opinion of Independent Counsel, by nonpayment of any such items, the Project Facilities or Mortgaged Property or any part thereof,or the revenue therefrom,will be subject to loss or forfeiture, in which event such taxes, assessments, license fees or charges shall be paid promptly. The Borrower shall have the privilege from time to time at its cost and expense., of remodeling and of making additions,modifications, alterations,improvements and changes (hereinafter collectively referred to as "alterations") in or to the Project Facilities and Mortgaged Property as it,in its discretion,may deem to be desirable for its uses and purposes, subject, however, to the following: (a) All alterations to the Project Buildings shall be located within the boundary lines of the Land and shall become a part of the Mortgaged Property; jb) Alterations to the Project Buildings shall not substantially impair the structural strength or utility of any Project Buildings or significantly alter the character or purpose or detract from the value or operating efficiency of the Project Facilities or Mortgaged Property,and the Borrower shall have delivered to the Trustee a Certificate of the Authorized Borrower Representative to such effect; and (c) The alterations shall not significantly impair the revenue producing capacity of the Project Facilities and the Mortgaged Property, and the Borrower shall have delivered to the Trustee a Certificate of the Authorized Borrower Representative to such effect. The Trustee may,in its discretion, require the Borrower to furnish an opinion of an Independent Engineer,at the expense of the Borrower,to the effect of paragraph (b) if the alterations shall exceed $50,000 in the aggregate. Removal of Equipment and Release of Property and Equipment If no Default exists,the Borrower shall have the right to remove Equipment from the Mortgaged Property and have the Equipment released from the lien of the Mortgage if, in addition with satisfying other requirements of the Loan Agreement,(i)the Borrower replaces such Equipment with substitute Equipment, or(ii)the Equipment becomes obsolete and is no longer useful in the operation of the Project Facilities. In the event any such removal of equipment causes damage to buildings, the Borrower shall restore or repair such damage at its expense. The Trustee shall execute and deliver as provided in the Indenture such releases or other documents (if any) as the Borrower may properly request in connection with any action taken by the Borrower in conformity with the provisions summarized above with respect to the removal of equipment. The removal from the Project Facilities of any portion of equipment pursuant to the provisions summarized above with respect to the removal of equipment shall not entitle the Borrower to any abatement or diminution of Loan Repayments subsequently due. Subject to the terms of the Ground Lease, the Borrower shall have the right, at an' time and from time to time, to a release of Land from the Mortgage and the Subordinate Mortgage,but only as follows: (a) Land not containing any permanent structure necessary for the total operating unity and efficiency of the Project Facilities may be released for the purpose of selling the same to a third person or to facilitate the construction or financing of additions to the Project Buildings or additional structures not related to the Project on the Land, and the Trustee shall, from time to time, release from the Mortgage and the Subordinate Mortgage such real property so sold, pledged or disposed of, but only upon receipt by the Trustee of certain documents and opinions described in the Loan Agreement. (b) Subject to the terms of the Ground Lease, the Borrower may at any time or times grant to itself or others easements, licenses, rights of way and other rights or privileges in the nature of easements with respect to the Land,free from the lien of the Mortgage and the Subordinate Mortgage, or the Borrower may release existing easements, licenses, rights of way and other rights or privileges with or without consideration, and the Trustee will execute and deliver any instrument necessary or appropriate to confirm and grant or release any such easement, license, right of way or privilege;provided,however,that prior to any such grant or release, there shall have been supplied to the Trustee a Certificate ofthe Authorized Borrower Representative to the effect (i) that such grant or release is not detrimental to the proper operation of the Project Facilities, and (ii) that such grant or release will not impair the operating unity or the efficiency of the Project Facilities on such Land or materially and adversely affect the character thereof. Insurance The Borrower shall maintain,or cause to be maintained,at its cost and expense, insurance as follows: (a) Insurance against loss and/or damage to the Mortgaged Property under a policy or policies covering such risks as are ordinarily insured against by similar businesses, including (without limiting the generality of the foregoing) fire and extended coverage in an amount not less than 100% of the full insurable replacement value of the Project Facilities, but any such policy may have a deductible amount of not more than$10,000. No policy of insurance shall be so written that the proceeds thereof will produce less than the minimum coverage required by the preceding sentence, by reason of co-insurance provisions or otherwise, without the prior consent thereto in writing by the Trustee (based on a report of an Independent Consultant). The term "full insurable replacement value" shall mean the actual replacement cost of the Project Facilities (excluding foundation and excavation costs and costs of underground flues,pipes,drains and other uninsurable items) and equipment, and shall be determined or redetermined on the fifth anniversary of the Loan Agreement and every fifth anniversary thereafter,by an Insurance Consultant. All policies evidencing insurance required by this subparagraph(a)with respect to the Project Facilities shall be carried in the names of the Borrower and the Trustee as their respective interests may appear and shall contain standard mortgage clauses which provide for Net Proceeds of insurance resulting from claims per casualty thereunder to the Project Facilities which are less than $250,000 for loss or damage covered thereby to be made payable directly to the Borrower, and Net Proceeds from such claims which are equal to or in excess of$250,000 to be made payable directly to the Trustee. The Net Proceeds of such insurance required by this paragraph (a) with respect to the Project Facilities shall be applied as provided in Sections 5.10 and 5.11 of the Loan Agreement. (b) Comprehensive general public liability insurance, including personal injury liability, and, if the Borrower owns or leases any automobiles, automobile insurance, including owned, non-owned and hired automobiles, against liability for injuries to persons and/or property,in the minimum amount for each occurrence and for each year of S1,000,000, for public liability not arising from ownership or operation of automobiles (or other motor vehicles), and in the minimum amount of S500,000 for each occurrence and for each year for liability arising out of ownership or operation of automobiles (or other motor vehicles) and shall be endorsed to show the Trustee as an additional insured. (c) Business interruption insurance covering actual losses in gross operating earnings of the Borrower resulting directly from necessary interruption of business caused by damage to or destruction of real or personal property constituting part of the Project Facilities(for a period of at least twelve months commencing 30 days after such damage or destruction),less charges and expenses which do not necessarily continue during the interruption of business, for such length of time as may be required with the exercise of due diligence and dispatch to rebuild,repair or replace such properties as have been damaged or destroyed, with limits equal to at least 100% of the maximum principal and interest scheduled to be due on all Senior Indebtedness and all Bonds for any current or subsequent Fiscal Year. (d) Until the Completion Date,and at any time when any construction or improvement valued at more than S100,000 is being undertaken, insurance for the Project or such construction or improvement, under an All-Risk, Completed Value, Non-Reporting Form policy with coverage for 100% of the completed value, with delayed completion coverage, collapse coverage, and special cause of loss coverage. In addition, any general contractor shall maintain with respect to the work insurance for liability and worker's compensation no less in coverage than is required by the Loan Agreement with respect to the Borrower. (e) Such other insurance,including workers'compensation insurance respecting all employees of the Borrower, in such amount as is customarily carried by like organizations engaged in like activities of comparable size and liability exposure;provided that the Borrower may be self-insured with respect to all or any part of its liability for workers' compensation. (f) In addition to the foregoing, all insurance coverage carried by or on behalf of the Borrower with respect to the Project Facilities and its operations shall be evaluated at least once every five years by the Insurance Consultant, who shall prepare and deliver to the Trustee a report as to the Insurance Consultant's recommendations for any changes in the then current insurance coverage required so that such insurance coverage is no less than the coverage which is customary for like organizations and businesses,including in such evaluation the particular risks insured, the amount of insured loss coverage, and exclusions from coverage. Thereafter, the Borrower shall promptly procure the any recommended additional insurance coverage. Damage or Destruction The Borrower agrees to notify the Trustee immediately in the case of damage to, or destruction of, the Project Facilities or any portion thereof, resulting from fire or other casualty, estimated to exceed $100,000 in amount, which notice shall be followed as promptly as practicable by a description of the damage or destruction,the estimated costs to repair the same, and the sources of funds expected to be utilized in the repair or replacement of the Project Facilities. In the event that the Net Proceeds for such damage shall not exceed $250,000 and no Default has occurred and is continuing,the Net Proceeds shall be paid to the Borrower,who shall forthwith repair, reconstruct and restore the Project Facilities to substantially the same condition and value as existed prior to the event causing such damage and,to the extent necessary to accomplish such repair, reconstruction and restoration, the Borrower will apply the Net Proceeds to the payment or reimbursement of the costs thereof. If a Default has occurred and is continuing,all Net Proceeds shall be deposited with the Trustee for application in accordance with the Indenture. In the event the Project Facilities or any portion thereof is destroyed by fire or other casualty and Net Proceeds exceed $250,000, all Net Proceeds shall be deposited with the Trustee for credit to the Insurance and Award Account, unless the Borrower shall notify the Trustee of the Borrower's election to redeem all then redeemable outstanding Bonds as hereinafter provided, in which case all Net Proceeds shall be deposited in the Optional Redemption Fund for redemption of Bonds available to be redeemed because of such destruction or casualty. Notwithstanding the foregoing, Net Proceeds from business interruption insurance shall be deposited in the Revenue Fund as a portion of Monthly Net Project Revenues. If Net Proceeds from the damage or destruction is estimated to exceed$250,000, then the Borrower shall within 60 days after such damage or destruction elect one of the following two options by written notice of such election to the Trustee: (a) the Borrower may elect to repair, reconstruct and restore the damaged Project Facilities; provided that the Borrower certifies in writing to the Trustee that such repair, reconstruction or restoration is reasonably expected to be completed within twelve(12) months after the damage or destruction, or (h) in the event that the Borrower shall deliver to the Trustee a written estimate by an Independent person qualified to express such opinion (including an Independent licensed architect) that that the Project Facilities cannot be rebuilt,restored or replaced within 12 months from the date of the destruction of damage, all outstanding Series 2001 Bonds (and all other outstanding Bonds redeemable because of such any event) shall be redeemed in whole on the next Interest Payment Date for the Series 2001 Bonds occurring at least 45 days after the date of the notice given as to exercise of this Option (b), and the Net Proceeds shall be deposited in the Optional Redemption Fund and shall be applied for that purpose. In such event, the applicable outstanding Bonds shall be redeemed at par plus accrued interest,and redemption shall be effected pursuant to the provisions of,in the manner, and with the effect provided in the Indenture. If the Net Proceeds of insurance, together with all amounts then held by the Trustee under the Indenture available to redeem or retire the applicable Bonds,shall be insufficient to so redeem the applicable outstanding Bonds (including and expenses of redemption), the Borrower shall pay such deficiency to the Trustee as a Loan Repayment; and the Net Proceeds of insurance,together with such Loan Repayment and amounts held by the Trustee under the Indenture, shall be applied to such redemption of the Bonds. Condemnation If any portion of the Project Facilities or any material portion thereof becomes subject to any eminent domain or condemnation proceeding, the Borrower shall give prompt notice thereof to the Trustee. In the event that the Net Proceeds for such event shall not exceed $250,000 and no Default has occurred and is continuing, the Net Proceeds shall be paid to the Borrower, who shall forthwith repair, reconstruct and restore the Project Facilities to substantially the same condition and value as existed prior to the event causing such damage and,to the extent necessary to accomplish such repair,reconstruction and restoration,the Borrower will apply the Net Proceeds to the payment or reimbursement of the costs thereof. If a Default has occurred and is continuing, all Net Proceeds shall be deposited with the Trustee for application in accordance with the Indenture. If Net Proceeds from the condemnation exceed $250,000, all Net Proceeds shall be deposited with the Trustee for credit to the Insurance and Award Account, unless the Borrower shall notify the Trustee of the Borrower's election to redeem all then redeemable outstanding Bonds as provided in the Loan Agreement, in which case all Net Proceeds shall be deposited in the Optional Redemption Fund for redemption of Bonds available to be redeemed because of such event. If Net Proceeds will exceed $250,000, then the Borrower shall within 60 days after such condemnation elect one of the following two options by written notice of such election to the Trustee: (a)the Borrower may elect to use the Net Proceeds of the award made in connection with such condemnation or taking for additions, repairs and improvements to the Project Facilities to restore or replace the Project Facilities to substantially the same condition and value as existed prior to the event; provided that the Borrower certifies in writing to the Trustee that such additions, repairs and improvements are reasonably expected to be completed within twelve(12)months after the condemnation or taking, or (b) in the event that the Borrower shall deliver to the Trustee a written estimate by an Independent person qualified to express such opinion (including an Independent licensed architect)that that the Project Facilities cannot be rebuilt, restored or replaced within 12 months from the date of the condemnation or taking by eminent domain,all outstanding Series 2001 Bonds(and all other outstanding Bonds redeemable because of such event) shall be redeemed in whole on the next Interest Payment Date for the Series 2001 Bonds occurring at least 45 days after the date of the notice given as to exercise of this Option (b),and the Net Proceeds shall be deposited in the Optional Redemption Fund and shall be applied for that purpose. In such event, the applicable outstanding Bonds shall be redeemed at par plus accrued interest,and redemption shall be effected pursuant to the provisions of,in the manner, and with the effect provided in the Indenture. If the Net Proceeds of condemnation,together with the amount then held by the Trustee under the Indenture available to redeem the Bonds shall be insufficient to redeem the Bonds(including principal,accrued interest,and expenses of redemption), the Borrower shall pay such deficiency to the Trustee as a Loan Repayment, and the Net Proceeds of condemnation,together with such Loan Repayment and amounts held by the Trustee under the Indenture shall be applied to such redemption of the Bonds at the earliest possible date. Special Covenants Existence. The Borrower agrees that, so long as the Bonds are Outstanding, it will maintain its existence as a limited liability company under the laws of the State,with the Sole Member as it sole member; will not dissolve or otherwise dispose of all or substantially all of its assets: and will not consolidate with or merge into another person or permit one or more other persons to consolidate with or merge into it; provided, that the Borrower may., without violating the agreement contained under this heading,consolidate with or merge into another institution, or permit one or more other of such institutions to consolidate with or merge into it, or sell or otherwise transfer to another such institution all or substantially all of its assets as an entirety and thereafter dissolve (collectively, a "Transaction") upon satisfaction of the conditions described in the Loan Agreement. Financial Reporting. The Borrower shall provide to the Trustee, the Original Purchaser and any Holder who so requests: (a) By no later than 120 days after the close of each Fiscal Year during the Term of the Loan Agreement,beginning with the first full Fiscal Year following the Completion Date, a copy of annual financial statements of the Borrower for the preceding Fiscal Year, prepared in accordance with generally accepted accounting principles, consistently applied, accompanied by an audit report of an Independent certified public accountant,covering the operations of the Borrower for such Fiscal Year and containing a balance sheet as at the end of such Fiscal Year, showing in comparative form the financial data for the preceding Fiscal Year,and accompanied by a separate written statement of such accountant preparing such report that the accountant has obtained no knowledge of any default by the Borrower in the fulfillment of any of the terms, covenants, provisions or conditions of the Loan Agreement,or if the accountant shall have obtained knowledge of any such default, a description of such default; but such accountant shall not hereby be held liable directly or indirectly to anyone for such accountant's failure to obtain knowledge of any default. (b By no later than 120 days after the last day of each Fiscal Year during the Term of the Loan Agreement,beginning with the first full Fiscal Year following the Completion Date,a Certificate of the Authorized Borrower Representative stating that the Borrower whether or not, after such review as is appropriate, the Borrower has complied with all terms and covenants during such year,and if the Borrower has not, specifying the same. (c) By no later than 45 days after the last day of each quarter of the Fiscal Year, beginning with the first full quarter following the Completion Date, financial statements prepared by or on behalf of the Borrower (which need not be audited)., setting forth in accordance with generally accepted accounting principles consistently applied, the revenues and expenses of the Borrower for the quarter, in comparison with the same period for the prior fiscal year, together with a balance sheet, a statement of cash flow, and evidence and a certification of the Borrower's satisfaction of the requirements of Section 6.13 of the Loan Agreement,which shall in each case be certified by any authorized officer of the Borrower with knowledge of its financial affairs to be true and accurate to the best of such officer's knowledge. (d) By no later than 45 days after the last day of each quarter of the Fiscal Year,beginning with the first full quarter following the Completion Date,a statement as to the occupancy of the Project Facilities for each of the last preceding twelve consecutive months, setting forth for each month the number of units leased., percentage of units leased, number of units occupied by new tenants, number of persons on a waiting list, and number of units for which a lease terminated. In addition to the foregoing,prior to the Completion Date, on or before the 15`h day of each month, commencing December 15, 2001, the Borrower shall cause a narrative description to be prepared in reasonable detail,explaining(i)the progress toward completion of the Project in comparison with the schedule of completion contemplated on the Date of Issuance of the Series 2001 Bonds,(ii)a summary of the costs incurred to date in comparison with costs incurred to such date that were expected on the Date of Issuance of the Series 2001 Bonds, (iii) a statement of the costs required to be paid to complete the Project in accordance with the Plans in comparison to amounts then on deposit in the Construction Account,(iv)a brief description of any marketing activities undertaken since the last report furnished pursuant to this paragraph. Rate Covenant. The Borrower agrees as follows: (a) The Borrower shall operate the Project Facilities,subject to applicable requirements or restrictions imposed by law, such that Net Revenues Available for Debt Service in each calendar quarter,commencing with the calendar quarter ending September 30,2003,will be at least 110%of Maximum Debt Service Requirements during such calendar quarter. The foregoing is subject to the qualification that if requirements necessary for the Sole Member to maintain its status as a 501(c)(3) Organization, or applicable state or federal laws or regulations, or the rules and regulations of agencies having jurisdiction(the"Operating Requirements"),shall not permit the Borrower to produce the foregoing level of Net Revenues Available for Debt Service, then the Borrower shall, in conformity with the then prevailing requirements, laws, rules or regulations, maintain the maximum permissible level. (b) If based on the financial statements required to be prepared under Section 6.02 of the Loan Agreement, for any two consecutive calendar quarters ending on or after December 31,2003,Net Revenues Available for Debt Service are less than 110%of Debt Service Requirements for such periods,then the Trustee shall immediately notify all Bond Holders of such fact, and the Borrower will promptly employ an Independent Management Consultant to: (i) review and analyze the financial reports required to be made by the Borrower, (ii) inspect the Project Facilities, their operation and administration, (iii) submit to the Borrower and the Trustee,a written report and(iv)make such recommendations as to the operation and administration of the Project Facilities as such Management Consultant deems appropriate. The Borrower agrees to the fullest extent lawful,to adopt and carry out such recommendations, subject always to the Operating Requirements, and if such lawful recommendations are not adopted and carried out,the Borrower shall replace the Manager. cc) So long as the Borrower is otherwise in full compliance with its other obligations under the Loan Agreement,it shall not constitute an Event of Default that Net Revenues Available for Debt Service for any calendar quarter are less than the coverage requirements described above,unless for any consecutive twelve calendar month period ending on or after June 30, 2004, Net Revenues Available for Debt Service are less than Debt Service Requirements. Limitations on Debt. The Borrower covenants that after the Date of Issuance of the Series 2001 Bonds it will not, directly or indirectly, incur any Indebtedness (secured or unsecured) except as provided below. Short Term Indebtedness. The Borrower may incur such Short-Term Indebtedness as in the Borrower's judgment may be deemed expedient to provide for working capital, provided that Short-Term Indebtedness when incurred shall not cause the total Short-Term Indebtedness in the aggregate then outstanding to exceed 5% of the Gross Revenues of the Borrower for the preceding Fiscal Year for which annual audited financial statements have been prepared. Short-Term Indebtedness may be secured by collateral comprising accounts receivable, but in no other manner. The Borrower shall give prompt written notice to the Trustee of the incurrence of more than $150,000 in the aggregate of Short-Term Indebtedness. Interim Indebtedness. With the consent of a Majority of Holders,the Borrower may incur Interim Indebtedness by borrowing money on an interim basis to provide temporary financing of Improvements for which the City shall have previously agreed to provide permanent financing by the issuance of Additional Bonds therefor or for which other lenders shall have previously agreed to provide permanent financing, but only after the right of the City to issue Additional Bonds has been established pursuant to the Indenture or the right of the Borrower to enter into the permanent financing has been established in accordance with Section 6.17 of the Loan Agreement. No property or assets of the Borrower may secure Interim Indebtedness. Additional Senior Indebtedness. After the Date of Issuance of the Series 2001 Bonds., and,unless waived by a Majority of Holders,so long as no Event of Default has occurred and is continuing, the Borrower may incur Senior Indebtedness only for the purpose of: (i) refunding Outstanding Bonds, (ii) refinancing outstanding Senior Indebtedness, (iii) financing or refinancing the design, acquisition, construction, development and equipping of Improvements,or(iv)financing or refinancing the design,construction and equipping of Improvements. The Borrower may incur Senior Indebtedness in amounts which are sufficient, in addition to paying the cost of accomplishing the purpose for which the Senior Indebtedness was incurred, to pay the costs of the Borrower in incurring such Senior Indebtedness,to fund a reserve fund for the payment of such Senior Indebtedness(or related Bonds)and to fund interest payable on such Senior Indebtedness for a period of time not to exceed six months beyond the completion of construction of any Improvements, but only upon complying with the following requirements: (a) Before incurring or otherwise becoming liable in respect of any Senior Indebtedness, the Borrower shall furnish the Trustee: (i) a Certificate of an Authorized Borrower Representative which shall: (A) state the general purpose for which such Senior Indebtedness is to be incurred; (B) describe the Improvements to be financed or refinanced thereby or the Outstanding Bonds to be refunded thereby or the outstanding Senior Indebtedness to be refinanced thereby, as the case may be; (C) state the principal amount of Senior Indebtedness to be incurred,the maturity date or dates thereof and the interest rate or rates with respect thereto; and (D) state that the proposed Senior Indebtedness, together with any other funds available to and committed or reserved by the Borrower for use in connection with such financing, refinancing or refunding, which other funds shall be identified as to amount and source, is not less than the amount required to acquire and construct the Improvements and to place the same in service, to refund the Outstanding Bonds to be refunded or to refinance the outstanding Senior Indebtedness, as the case may be, and to pay all fees, expenses and financing costs,including required reserves and funded interest,in connection therewith; (ii) an Opinion of Counsel to the Borrower to the effect that all conditions precedent specified in the Loan Agreement for incurring such Senior Indebtedness have been satisfied; (iii) a written opinion of Bond Counsel to the effect that the incurrence of the Senior Indebtedness will cause interest on any Tax-Exempt Bonds to be included in gross income for federal income tax purposes; and (iv) a written report of an independent certified public accountant (which accountant and report are acceptable to the Trustee) stating that the Historical Debt Service Coverage Ratio for the Fiscal Year immediately preceding the incurring of such Senior Indebtedness for which financial statements reported upon by independent certified public accountants are available was not less than 1.20:1; and (b) a written Consultant's report (which report is acceptable to the Trustee) to the effect that the Projected Debt Service Coverage Ratio of the Company for each of the next five (5) succeeding Fiscal Years is not less than 1.20:1; provided that such report shall include forecast statement of financial position (income statement), statements of revenues and expenses and statements of changes in financial position for such Fiscal Year and a statement of the relevant assumptions upon which such forecasted statements are based,which financial statements must indicate that sufficient revenues and cash flow could be generated to pay the operating expenses of the Project and the debt service on the Borrower's other existing Indebtedness during such Fiscal Year. (b) The Borrower shall not incur any Senior Indebtedness to refund Outstanding Bonds or other Senior Indebtedness unless, in addition to the filing of the items described in paragraph(a) above: (i) there shall be filed with the Trustee a report of an Independent accountant to the effect that the proceeds of the Senior Indebtedness,together with any other funds deposited with the Trustee for such purpose,will be not less than an amount sufficient to pay the principal of and the redemption premium, if any, on the Outstanding Bonds to be refunded and the interest which will become due and payable thereon on or prior to the redemption date or stated maturity thereof, or that the principal of and interest on Government Obligations purchased from such proceeds or from other funds provided by the Borrower and deposited in trust with the Trustee, which Government Obligations do not permit redemption thereof at the option of the issuer,when due and payable(or redeemable at the option of the holder) will without reinvestment provide, together with any other moneys which shall have been deposited irrevocably with the Trustee for such purpose, sufficient moneys to pay such principal, redemption premium, if any, and interest; and (ii) there shall be filed with the Trustee an opinion of Bond Counsel to the effect that the incurring of such Senior Indebtedness and the refunding of Bonds or other Senior Indebtedness with the proceeds thereof will not cause interest on any Tax-Exempt Bonds to be included in gross income for federal income tax purposes. (c) Any additional Senior Indebtedness may be secured by the Mortgage on parity with the Bonds,but the additional Senior Indebtedness shall not be secured by any amounts in the Debt Service Reserve Fund (except any Additional Bonds payable from such Senior Indebtedness would be secured by the Debt Service Reserve Fund);provided,however,that the Borrower shall not secure nor attempt to secure such Senior Indebtedness with an interest in the property secured under the Mortgage except in accordance with the terms of an agreement satisfactory to the Trustee. (d) Any default under any agreement for repayment of Senior Indebtedness shall be a default under the Loan Agreement and there shall be included in any agreement for repayment of such Senior Indebtedness a provision that any default under the Loan Agreement shall be a default under such agreement. In addition,any agreement for repayment of such Senior Indebtedness shall include a provision that, prior to exercising any remedies upon a default by the Borrower under such agreement, the holder or holders of such Senior Indebtedness (or a trustee representing such holders) shall cooperate with the Trustee to the end that the interests of such holder or holders and the Bondholders shall be equally protected. Subordinate Debt. The Borrower may incur such Subordinate Debt as in the Borrower's judgment may be deemed expedient for the payment of working capital so long as the consent thereto is obtained from a majority by principal amount of the holders of then outstanding Subordinate Debt(other than holders of Subordinate Debt to be fully repaid from proceeds of the new Subordinate Debt) and prior notice thereof is given to a Majority of Holders; provided however, that the terms thereof shall expressly provide that such Indebtedness is payable only from Net Revenues Available for Subordinate Debt Service so long as any Senior Bonds are outstanding, and any lien securing the Indebtedness and all rights of payment and enforcement shall be subordinated to the payment of outstanding Senior Bonds, enforcement of rights in respect thereof and the lien of the Subordinate Mortgage, as evidenced by an agreement between the holder of such Subordinate Debt and the Trustee (consented to by the Borrower). Continuing Disclosure. The Borrower covenants and agrees that it will comply with and carry out all of the provisions ofthe Continuing Disclosure Agreement. Notwithstanding any other provision of the Loan Agreement, failure of the Borrower to comply with the Continuing Disclosure Agreement shall not be considered an Event of Default;however,the Trustee may (and, at the request of any Participating Underwriter (as defined in the Continuing Disclosure Agreement) or the Holders of at least twenty-five percent (25%) aggregate principal amount of the Outstanding Bonds, shall), or any Bondholder or Beneficial Owner may, take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the Borrower to comply with its obligations. "Beneficial Owner" means any person who (i) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees,depositories or other intermediaries), or(ii) is treated as the owner of any Bonds for federal income tax purposes. Events of Default The following are "Events of Default" under the Loan Agreement: (a) If the Borrower fails to pay the amount of any Loan Repayment and if, as a result thereof, the principal of, premium, if any, or interest on any Bond is not paid; or (b) If the Borrower shall fail to punctually perform any of the other covenants,conditions,agreements and provisions contained in the Loan Agreement on the part of the Borrower to be performed,and(except in the case of a payment due under Section 4.07(c)of the Loan Agreement)such Default shall have continued for a period of 30 days after written notice, specifying such Default and requiring the same to be remedied, shall have been given to the Borrower by the City or the Trustee; or (c) If any representation or warranty of the Borrower made in the Loan Agreement or in any report, certificate or financial statement provided by the Borrower in connection with the Loan Agreement shall prove to be false or misleading in any material respect; or (d) If any Event of Default shall exist under the other Loan Documents., or (e) If the Borrower files a petition in voluntary bankruptcy, for the composition of its affairs or for its reorganization under any state or federal bankruptcy or insolvency law, or makes an assignment for the benefit of creditors, or consents in writing to the appointment of a trustee or receiver for itself or for the whole or any substantial part of its property; or (f) If a court of competent jurisdiction shall enter an order,judgment or decree declaring the Borrower an insolvent,or adjudging the Borrower bankrupt,or appointing a trustee or receiver of the Borrower or of the whole or any substantial part of the property of the Borrower under any applicable law or statute of the United States of America or any state thereof, and such order,judgment or decree shall not be vacated or set aside or stayed within 60 days from the date of the entry thereof., (g) If,under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Borrower or of the whole or any substantial part of its property,and such custody or control shall not be terminated within 60 days from the date of assumption of such custody or control; (h) If a court of competent jurisdiction shall enter an order,judgment or decree (which is not subject to further appeal or rehearing) declaring that the Borrower owes any amount in excess of$50,000,and such amount is not paid within 30 days after such order,judgment or decree shall become final and not subject to further appeal or rehearing. The provisions of paragraph(b)above are subject to the following limitations: (1)If by reason of Force Majeure the Borrower is unable in whole or in part to carry out its agreements contained in the Loan Agreement, the Borrower shall not be deemed in default during the continuance of such disability(except for a payment default under Section 4.07(c) of the Loan Agreement); and (2) If the Default can be remedied but not within a period of thirty (30) days after notice and if the Borrower has taken all action reasonably possible to remedy such Default within such thirty day period, the Default shall not become an Event of Default for a period of up to ninety(90)days after the notice so long as the Borrower shall diligently proceed to remedy such Default and in accordance with any directions or limitations of time made by the Trustee(except for a payment default under Section 4.07(c) of the Loan Agreement). The Borrower agrees, however, to use its best efforts to remedy with all reasonable dispatch any cause or causes preventing the Borrower from carrying out its agreements. Remedies on Default Whenever any Event of Default shall have happened and be subsisting, any one or more of the following steps may be taken: (a) The Trustee may(and shall if all outstanding Bonds have been declared due and owing as a result of a default under the Indenture)declare all or any amounts of Loan Repayments thereafter to become due and payable under Section 4.02 of the Loan Agreement for the remainder of the term of the Loan Agreement to be immediately due and payable,whereupon the same shall become immediately due and payable in an amount sufficient to pay all principal of and unpaid accrued interest to the date on which all outstanding Bonds are finally paid; and (b) The Trustee may foreclose the Mortgage or the Subordinate Mortgage, file proofs of claim or take whatever other action in law or in equity which appears necessary or desirable to enforce the Loan Agreement,the Mortgage,the Subordinate Mortgage or the Indenture in accordance with the provisions thereof. Any amounts collected by the Trustee pursuant to action taken under the foregoing paragraphs shall be applied as provided in Section 7.05 of the Indenture. Whenever any Default shall occur, the Trustee (or the City directly and without the necessity of consent of or joinder by the Trustee, with respect to the City's rights under Sections 4.03(b), 6.01, 6.10 and 8.10 of the Loan Agreement) may take whatever action at law or in equity which may appear necessary or desirable to collect the payments then due and thereafter to become due or to enforce performance and observance of any obligation, agreement or covenant of the Borrower under the Loan Agreement, the Mortgage or the Subordinate Mortgage. Nonrecourse Liability of Borrower Notwithstanding any provision or obligation to the contrary set forth in any other Section of the Loan Agreement(except Sections 4.03(b),6.01,6.10 and 8.10 of the Loan Agreement to which the provisions thereof summarized in this paragraph do not apply): (j) the liability of the Borrower, and the Sole Member, and any governors manager,trustee,director,officer,employee,agent or shareholder of the Borrower or the Sole Member (collectively, "Borrower Parties") under the Loan Agreement shall be limited to the Mortgaged Property or to such other security as may from time to time be given or have been given for payment of the obligations under the Loan Documents or the Indenture(collectively,the "Collateral'),and any judgment rendered against the Borrower Parties under any of the Loan Documents shall be limited to the Collateral, and (ii) no deficiency or other personal judgment nor any order or decree of specific performance shall be sought or rendered against the Borrower Parties, their successors, transferees or assigns, in any action or proceeding arising out of the Loan Documents, or any judgment, order or decree rendered pursuant to any such action or proceeding;provided,however,that nothing in the Loan Documents shall limit the Trustee's ability to exercise any right or remedy that it may have with respect to any property pledged or granted to the City or the Trustee, or both of them, or to exercise any right against the Borrower Parties or any other person or entity on account of any damage caused by fraud or intentional misrepresentation by the Borrower or any intentional damage of the property subject to the Mortgage or the Subordinate Mortgage. Furthermore, the Borrower shall be fully liable for the misapplication of(i)proceeds paid prior to any foreclosure under any and all insurance policies, under which the Trustee is named as insured, by reason of damage, loss or destruction to any portion of the Mortgaged Property, to the full extent of such misapplied proceeds and awards, (ii)proceeds or awards resulting from the condemnation, or other taking in lieu of condemnation,prior to any foreclosure of the Mortgaged Property, to the full extent of such misapplied proceeds and awards, (iii) rents, issues, profits and revenues received or applicable to a period subsequent to the occurrence of an Event of Default under the Loan Documents, (iv) proceeds from the sale of all or any part of the Mortgaged Property and any other proceeds that, under the terms of the Loan Agreement, should have been paid to the City or the Trustee, and (v) tenant security deposits. Furthermore, the Borrower shall be fully liable in damages for the breach of(i) any covenant to indemnify the City,the Trustee,or any other Holder,wherever contained in the Loan Agreement,and(ii)the Borrower's covenants contained in the Loan Agreement which shall result in a Determination of Taxability. The limit on the Borrower's liability set forth in the provisions described in this and the preceding paragraph shall not, however, be construed, and is not intended in any way,to constitute a release, in whole or in part,of the Borrower's obligations under any Loan Document or a release, in whole or in part, or an impairment of the lien and security interest of any Loan Document upon any Collateral, or to preclude the Trustee from foreclosing the Mortgage or the Subordinate Mortgage in case of any Event of Default or enforcing any other right of the City or the Trustee or to alter, limit or affect the liability of any person or party who may at any time guarantee,or pledge, grant or assign its assets or collateral as security for, the obligations of the Borrower under the Loan Documents. Limitation on Liability of the City (a) It is understood and agreed by the Borrower: (1) that no covenant, provision or agreement contained in the Loan Agreement,the Bonds,the Mortgage, or the Subordinate Mortgage, the Indenture or in any other agreement, certificate or document executed or delivered in connection with the issuance of the Bonds, and that no obligation therein imposed upon the City (or any other party) or respecting the breach thereof (collectively, the "Indemnified Matters"), shall give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers:, and (2) that the Bonds shall be and constitute only a special and limited revenue obligation of the City, payable solely from the revenues pledged to the payment thereof pursuant to the Indenture and the Loan Agreement,and that the Bonds do not now and shall never constitute an indebtedness, a moral or general obligation or a loan of the credit of the City or a charge, lien or encumbrance, legal or equitable, against the City's property, general credit or taxing powers. The Borrower has agreed, under the Loan Agreement, to indemnify the City and each of its officers, agents and employees (collectively, the "Indemnified Parties") and the Borrower agrees to hold the Indemnified Parties harmless against all expense, loss, claim, judgment,damage and any other liability respecting or arising out of the Indemnified Matters, and the Borrower will reimburse the Indemnified Parties for all legal and other expenses incurred by the Indemnified Parties in relation thereto, and this covenant to indemnify,hold harmless and reimburse the Indemnified Parties,together with the rights of the City provided in Section 4.03(b), 6.01 and 6.10 of the Loan Agreement,shall survive delivery of and payment for or defeasance of the Bonds and the expiration or termination of the Loan Agreement. Notwithstanding any other provision of the Loan Agreement,the Indemnified Parties shall have the right in their discretion to employ separate counsel,and the reasonable fees of said counsel shall be included with the costs indemnified by the Borrower, and no prior approval of such separate representation and no consent by the Borrower to settlement or other disposition of such matter shall be required. [Remainder of Page Intentionally Blank] THE MORTGAGE Thefollowing is a summary of certain provisions of the Mortgage. This summary is qualified in its entirety by reference to the Mortgage. A copy of the Mortgage is available during the offering period from the Underwriter and, after the date of issuance ofthe Bonds, from the Trustee. Capitalized terms employed in this summary are defined in this APPENDIX A under the caption "DEFINITIONS OF CERTAIN TERMS." Pledge of Mortgaged Property The Borrower, in consideration of the purchase and acceptance ofthe Bonds P by the persons who,from time to time, may become the owners thereof and to secure the due and punctual payment of any and all liabilities of the Borrower under the Loan Agreement, including(without limitation)Loan Repayments and other payments in amounts and at times sufficient to pay the principal of, premium (if any) on and interest on the Bonds and the payment of all expenses and advances ofthe City and the Trustee under the Loan Agreement, the Indenture and the Mortgage: has granted to the City, its permitted successors and assigns a lien on and security interest in, and has mortgaged and pledged unto the City, its successors and assigns,forever, with power of sale, the following: (a) All of its right,title and interest in and to that certain Ground Lease of the tracts, parcels and interests in land described in Exhibit A to the Mortgage (the "Land")and the buildings,structures and other improvements now standing or at any time hereafter constructed or placed upon the Land(the "Buildings"), including but not limited to(i)all building materials and supplies now or later located on the Land and suitable or intended to be incorporated in any building, structure, or other improvement located or to be erected on the Land, (ii) all heating, plumbing and lighting apparatus, motors, engines,electrical equipment,incinerator apparatus, air conditioning equipment, water and gas apparatus, pipes, faucets, and all building service equipment which are now or may later be placed or used upon the Land or in any building or improvement now or later located thereon,whether or not attached or affixed to the Land, (iii) all additions, accessions, increases, parts, fittings., accessories,replacements,substitutions,betterments,repairs and proceeds to and of any and all of the foregoing, and (iv) all hereditaments, easements, appurtenances, estates, and other rights and interests now or later belonging to or in any way pertaining to the Land or to any building or improvement now or later located thereon. (b) All furnishings, furniture, equipment and all other tangible personal property of anvnature whatever now or later located in the Buildings or elsewhere on the Land(the"Equipment"),including all additions,accessions,increases,parts., fittings, accessories, replacements, substitutions, betterments,repairs and proceeds to and of any and all such property, excluding any items released or disposed of in accordance with the Loan Agreement,whether or not attached or affixed to the Land. Collectively the Land, Buildings and Equipment are referred to in this summary of the Mortgage as the "Mortgaged Property." (c) All rents, issues, condemnation awards, insurance proceeds, and similar revenues and income arising from the ownership of the Land, the Buildings and the Equipment and all proceeds and products thereof,and including specifically all deposits received or to be received from residents or prospective residents of the Buildings (collectively called "Revenues and Income"). Release of Mortgaged Property Property included in the Mortgaged Property may be released from the lien of the Mortgage as provided in the Loan Agreement and the Indenture. Events of Default; Remedies If any Event of Default as defined in the Loan Agreement shall occur and be continuing, or if any Event of Default as defined in the Indenture shall occur and be continuing,the Mortgagee shall have authority(i)to accelerate the Loan Repayments and to declare the Bonds immediately due and payable as provided in the Loan Agreement and Indenture,and(ii)to pursue one or more of the remedies provided for in the Loan Agreement and Indenture respectively, and in lieu thereof or addition thereto, one or more of the remedies and provisions for foreclosure or enforcement provided in the Mortgage: Loan Agreement and Indenture Control Any provision in the Mortgage which is inconsistent with the Loan Agreement or the Indenture or any provision thereof shall be interpreted as if such provision were not contained in the Mortgage and as if the provisions of the Loan Agreement and Indenture had been fully incorporated in the Mortgage. In all cases of inconsistency, and in case of any amendment to or supplement to the Loan Agreement or Indenture,entered into in accordance with the provisions thereof, the provisions of the Loan Agreement (as amended and supplemented) and Indenture (as amended and supplemented) shall control. Assignment of Mortgage to Trustee; No Recourse to City Pursuant to the Mortgage Assignment,the City has assigned all of its right,title and interest in and obligation under the Mortgage to the Trustee,and said Mortgage Assignment is and shall be without recourse to the City, and the Trustee, and not the City, shall then be responsible to discharge any and all obligations as Mortgagee under the Mortgage. It is further understood and agreed that no covenant, provision or agreement contained in the Mortgage or in the Mortgage Assignment,and that no obligation otherwise imposed by either of them upon the City or respecting the breach thereof,shall give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers nor shall the City be responsible to discharge any of such obligations upon the failure of the Trustee, as assignee of the City under the Mortgage Assignment, to do so. The Mortgagor has consented to the Assignment. Assignment of Leases and Rents The Borrower has granted, transferred and assigned to the City (the "Assignment") all of the right, title and interest of the Borrower in and to (i) any and all present or future leases or tenancies,whether written or oral,covering or affecting any or all of the Mortgaged Property (all of which, together with any and all extensions, modifications and renewals thereof,are hereinafter collectively referred to as the "Leases" and each of which is referred to as a "Lease"), and (ii) all rents,profits and other income or payments of any kind due or payable or to become due or payable to or by the Borrower as the result of any use, possession or occupancy of all or any portion of the Mortgaged Property or as the result of the use of or lease of any personal property constituting a part of the Mortgaged Property(all of which are hereinafter collectively referred to as "Rents"), but not including any general revenues, income or accounts receivable of the Borrower, and whether the Rents accrue before or after foreclosure of the Mortgage or during the periods of redemption thereof, all for the purpose of securing: (a) all indebtedness under the Loan Agreement and all other sums secured by the Mortgage pertaining to the Bonds; and (b)performance and discharge of each and every obligation,covenant and agreement of the Borrower in the Mortgage and in the Loan Agreement. (Remainder of Paae Intentionally Blankl THE SUBORDINATE MORTGAGE The terms and conditions of the Subordinate Mortgage are the same as those in the Mortgage, except that the Subordinate Mortgage secures only the payments on the Subordinate Bonds, and the Subordinate Mortgage is expressly subordinate in all respects to the Mortgage. THE GROUND LEASE Grant Upon the terms and conditions of the Ground Lease,the HRA demises and leases the Development Property to the Borrower, and the Borrower leases and accepts the Development Property from the HRA subject to the Permitted Encumbrances. Purchase of Development Property On the Termination Date, if there is no uncured Event of Default by the Borrower under the Ground Lease at the time of exercise,the Borrower maypurchase the HRA's entire interest in the Development Property upon the satisfaction of certain conditions stated therein. If the Borrower does not exercise its option to purchase the Development Property, all right,title and interest of the Borrower in the Development shall automatically vest in the HRA without the necessity of confirmation by any other document. However, upon the request of the HRA, such vesting shall be confirmed in separate recordable instruments in form and substance acceptable to the HRA. Title to Improvements and Equipment Title to the Improvements hereafter erected or located on the Development Property by or on behalf of the Tenant shall remain the property of the Borrower,except that if(1)the Borrower does not purchase the Development Property as described in the Ground Lease,all Improvements located on the Development Property on the Termination Date shall become the property of the HRA, or(2)the HRA terminates the Ground Lease, then the HRA may repossess the Development. The HRA shall have no interest in any Equipment of the Borrower. The HRA shall not be responsible for any loss or damage to the Borrower's Equipment except to the extent caused by the HRA's wrongful act or negligence. Rent The Borrower shall pay to the HRA$1.00 in each calendar year until the Termination Date. The Ground Lease is a "Net Lease" to the HRA. All costs and expenses of whatever character or kind, general and special, ordinary and extraordinary, foreseeable or unforeseeable, and of every kind and nature whatsoever that may be necessary in or about the operation of the Improvements shall be the responsibility of the Borrower. Maintenance and Repairs The Borrower shall at the Borrower's expense maintain the Improvements and,to the extent imposed by law on adjacent property owners,the adjacent sidewalks and curbs in good order and condition,ordinary wear excepted,and in compliance with legal requirements.The Borrower shall make all necessary or appropriate capital and operating repairs and replacements and renewals to the Improvements, interior and exterior, structural and non- structural, ordinary and extraordinary, and foreseen and unforeseen sufficient for proper operation thereof using materials of good quality. Nondiscrimination; Restrictions on Use The Borrower covenants that during the Term,it shall permit the Development to be used only for residential rental housing and may rent units in the Development only to persons who are 62 years of age or older(the"Senior Housing Restriction"). In addition,the Borrower shall to the extent permitted by law give preference in the rental of units in the following order of priority: (i) to persons who are residents or former residents of the City., (ii)persons who have a child who is a resident of the City,(iii)persons who have at any time been full time employees of the City or an agency or department of the City,and(iv)persons who are residents or former residents of the City of Long Lake,Minnesota(collectively,the "Orono Preference Requirement"). The Senior Housing Restriction shall apply to all units. The Orono Preference Requirement shall apply only if there is a waiting list for available units. Except for the Senior Housing Restriction and the Orono Preference Requirement it shall not discriminate upon the basis of race,color,creed,religion,ancestry,national origin or sex, affectional preference, disability, marital status or status with regard to public assistance, in the sale, lease, or rental or in the use or occupancy of the Development Property or any improvements erected or to be erected thereon, or any part thereof. Mortgages and Assignments The Borrower's interest in the Ground Lease, the Development Property, the Improvements, or any combination thereof may be encumbered only as provided by the Indenture, the Loan Agreement, the Mortgage and the Development Agreement. The Borrower and its successors and assigns shall not assign or sublet all or substantially all of the Borrower's interest in the Ground Lease or the Development without the prior written consent of the HRA,except as otherwise provided in the Ground Lease or the Development Agreement. The Borrower may enter into subleases of the housing in the Improvements as provided in the Development Agreement without the need for Landlord consent.Units in the Development may be subleased only for purposes of residential housing and no unit may be subleased to a person under 62 years of age. THE DISBURSING AGREEMENT At or prior to closing, the Borrower, the Trustee and the Disbursing Agent will execute and deliver to the Trustee a Disbursing Agreement to be dated as of November 1, 2001 (the "Disbursing Agreement"). The Disbursing Agreement will govern disbursements from the Project Fund to pay certain costs for the Project as further set forth in the Indenture and in the Disbursing Agreement. APPENDIX B THE PROJECT, THE BORROWER AND THE SPONSOR THE PROJECT General The Project, commonly known as Orono Woods, will consist of a 62-unit senior housing facility designed to provide housing to the elderly, located in Orono, Minnesota. The Project consists of one apartment building. The apartment building is a two-story and part three-story structure on grade with approximately 108,639 square feet in gross building area. The apartment building will be wood frame construction with face brick and cement fiberboard lap siding with Kasota stone bands and sills and one level of precast and masonry for the parking,located on a site of approximately 4.04 acres,which the Borrower has leased under a Ground Lease from the HRA. Project Description The proposed senior housing facility will include an underground garage with 76 spaces. In addition,there will be 39 surface parking spaces. The building has one elevator to serve residents. In addition, there are common/public areas such as a community room, a library, a guest room, a workshop and an exercise room. Storage lockers are available for the residents. Unit features include a full kitchen,bath,living room and full size washer and dryer. There are six floor plans for the various units. The unit types and areas are summarized below: Unit Type Total Units Sq. Ft./Unit 1 br/1 bath 15 725 1 br+den/1 bath 22 925 2 br/2 bath 11 975 2 br/2 bath 4 1,050 2 br+den/2 bath 6 1,150 2 br+den/2 bath 4 1,250 Purchase and Lease of Land The Borrower has entered into a Real Estate Purchase Agreement (the "Purchase Agreement") with Union Land, LLC, a Minnesota limited liability company(the "Seller"), to purchase for$822,000,simultaneously with the completion of financing contemplated by this Official Statement,the land upon which the Project will be constructed. The Purchase Agreement contains a number of contingencies, including the issuance of the Series 2001 Bonds by the City. The Borrower shall convey fee simple title to the land to the Orono Housing and Redevelopment Authority(the "HRA") in consideration of the issuance of the TIF Note. The HRA will lease the land to the Borrower pursuant to the Ground Lease. Project Location The Project is located on an approximately 4.04 acre site in Orono, Minnesota. Direct access to the Project will be via Highway 12 and Brown Avenue. The access drive from Highway 12 splits, providing access to both the proposed Project and the office building. The drive from Brown Avenue provides access to the Project from that street. The Project is located on the eastern edge of Orono,which is on the western end of downtown Long Lake, a small commercial center serving the local area. The Project will have access to and from the overall Twin Cities Metropolitan Area and its freeway system due to its frontage on Highway 12. Highway 12 becomes Interstate-394 at the interchange with Interstate-494, five miles east of the Project. From there, the rest of the Twin Cities' freeway system is accessible. The Minnesota Department of Transportation plans to improve the capacity of Highway 12 through the construction of a by-pass through Long Lake and Orono. The plan calls for a two-lane controlled by-pass to be located two blocks south of the existing road. The highway by-pass project is expected to be completed in fiscal year 2004. The impact of the highway reroute is significant,as the daily traffic count passing in front of the Project will be greatly reduced. The Project is surrounded to the east and west predominantly by strip highway development,ranging from auto and truck repair to retail/service uses. Single-family homes are found to the north of the Project, situated on large, wooded lots. Construction of Project Facilities Construction of the Project is expected to commence in November, 2001 and is expected to be completed on or about November 1, 2002 (with the exception of certain seasonal punch-list construction items). Frana and Sons, Inc., Hopkins, Minnesota, is the general contractor and is responsible for the completion of the Project. Miller, Hanson, Westerbeck, Berger, Inc., Minneapolis, Minnesota, is the architect for the Project. Dunbar Development Corporation ("DDC") is the project coordinator and has provided development coordination services for numerous multifamily housing developments owned by housing authorities and private owners. DDC has also provided development coordination to develop approximately 4,055 units of both urban and suburban apartment units and 560,560 square feet of commercial and office space. Key personnel of DDC include the following: Frank C. Dunbar, President. Frank Dunbar started Dunbar Development Corporation("DDC")in 1985. Since that time,DDC has focused primarily on multifamily developments owned by private partnerships and governmental agencies. DDC has developed over 4,000 rental units in Minnesota. Most of these units are located in designated redevelopment areas. In recent years, DDC has expanded its development activities to include commercial office,light industrial and retail affiliated with mixed use developments. Mr. Dunbar's commitment to his community is reflected in his associations and memberships. He has served on a number of Boards of professional associations,as well as non-profit housing organizations, throughout the Twin Cities. Mr. Dunbar received a B.A. Degree in Business Administration from St. Mary's College in Winona, Minnesota and holds a Master's Degree in Real Estate Appraisal and Financial Analysis from the University of Wisconsin, Madison, in 1975. DDC has entered into a Development Agreement with the Borrower (the "DDC Development Agreement"), pursuant to which DDC has agreed to provide its project coordinator services for a fee of$218,000. Such fee shall be paid in ten(10)equal monthly installments with the first payment made upon closing on the Series 2001 Bonds. Management Management Agreement. The Borrower will enter into a Management Agreement (the "Management Agreement"), with Great Lakes Management Company, a Minnesota corporation (the "Manager"), to provide management of the Project Facilities. Under the Management Agreement, the Property Manager is to be responsible for the day-to-day marketing,leasing,maintenance,operation and financial reporting with respect to the Project Facilities. The Manager is also to prepare and submit an annual budget for the Project Facilities to the Borrower for approval. The term of the Management Agreement shall run from the commencement of construction and shall terminate one (1) year after the date of issuance of a Certificate of Occupancy unless otherwise renewed, subject to earlier termination upon the occurrence of certain events. During the term of the Management Agreement, Manager is to receive an annual management fee, payable in twelve monthly installments, which fee shall be a fixed fee which shall be equal to approximately four percent(4%)of the estimated gross revenues of the Project,one half of which annual fee will be subordinate to the payment of principal of and interest on the Series 2001 Bonds. Furthermore,during the term of the Management Agreement,Manager shall also be paid as a marketing fee three hundred and fifty dollars ($350) for the initial resident lease of each unit, but not for subsequent leases of previously occupied units. Manager. The Manager was organized as a Minnesota corporation in 1988. The Manager is a marketing and property management firm based in the Twin Cities area. The Manager currently manages approximately 770 senior housing units in Minnesota. The Manager and its affiliates have developed and/or operate the following senior housing properties in the Twin Cities area: St. Therese Hopkins, MN River City Center Shakopee, MN The Hamilton Savage, MN Centennial Hill Chanhassen, MN Chauncey Barret Apartments Centerville, MN The Willows Ham Lake, MN Broadway Court Robbinsdale, MN Savannah Oaks Ramsey, MN Currently the Manager is planning the following project, in addition to the Project: Phillips Square New Prague, MN The following are key management and administrative staff of the Manager: Michael B. Pagh, President. Mr. Pagh oversees and coordinates all aspects of marketing,management and administration for the Manager. Mr. Pagh is a graduate of the University of Minnesota with a B.A. in economics and business administration. His most recent prior position was as a Regional Vice President for Security Pacific Mortgage Corporation where he was in charge of real estate lending and mortgage brokerage in the five-state upper Midwest region. Mr. Pagh is a licensed real estate broker and has served as President on the Board of Directors of Minnesota Multi-Housing Association. Mary Beth Davis, Director of Senior Housing. Ms. Davis is responsible for overseeing the management and marketing for Senior Housing and Assisted Living developments in the Great Lakes Management portfolio. In addition, she is responsible for the establishment of appropriate human service programs and initiatives at these properties. Ms. Davis holds a master's degree in Human and Health Services Administration and has over twelve years of experience in management and service coordination in senior apartment communities. Ms.Davis is the past Chair of the Home Care Assisted Living and Community Based Services Work Group for the Minnesota Health and Housing Alliance as well as being a frequent guest speaker at various seminars for MHHA. Ms. Davis has been an employee of the Manager for 10 years. Vicky Dwyer, Corporate Controller. Ms.Dwyer is responsible for the administration of financial reporting for all properties under management by the Manager. Ms. Dwyer oversees an accounting staff consisting of four degreed accountants and one bookkeeper. Ms. Dwyer has a degree in accounting from Mankato State University and over 12 years of commercial real estate and accounting experience. She has been with the Manager since 1989. Rents The following table sets forth the anticipated monthly rental rates for the Project in effect for units available for rental as of initial occupancy. The rents will include water/sewer, refuse/snow removal, heat, grounds maintenance and basic television. Electricity, telephone and garage parking are to be paid by the residents. Unit Type # of Units Size (sq. ft.) Avg. Rent 1 BR/1 BA 5 725 $ 875 1 BR/1 BA 10 725 616* 1 BR+den/1 BA 18 925 1,050 1 BR+den/1 BA 4 925 738* 2 BR/2 BA 11 975 1,100 2 BR/2 BA 4 1,050 1,250 2 BR+den/2 BA 6 1,150 1,435 2 BR+den/2 BA 4 1,250 1,600 * Denotes"affordable"units(available to residents with income at or below 50%of Twin Cities Metro Area median income) Tenant Income Limitations As a condition to receiving the tax increment assistance described herein under the heading "TAX INCREMENT ASSISTANCE," the Borrower must rent at least twenty percent(20%) of the units in the Project to persons that earn fifty percent (50%) or less of the median area income, adjusted for family size(the 2001 income limit for a single person is $26,150). Occupancy/Reservations At the completion of the construction and equipping of the Project, the Borrower expects, based on the Market Study, that at least 12 units will be occupied. Based on the Market Study,the Borrower further anticipates that an additional 2 to 3 units per month will be leased between November and March, with 7 to 8 units per month to be leased in April to June and that the Project will reach stabilized occupancy (95%) within 8 to 10 months following completion of the Project. Market and Competition Market. The Seller engaged Maxfield Research, Inc., Minneapolis, Minnesota to produce the Market Feasibility Study, dated June 2001, for the Project. This Market Feasibility Study provided, in part,the following findings: • Calculated demand for independent senior housing in the area of 263 units, expected to increase to 315 units in the year 2005. • The location of the proposed project site is a good location for an independent senior rental development. • The existing market area senior independent living and assisted living projects are 99.2 percent occupied. A summary of the Market Study is attached hereto as Appendix D. A copy of the full Market Feasibility Study is available from the Underwriter, Miller Johnson Steichen Kinnard,Inc.,5500 Wayzata Boulevard,Suite 1450,Minneapolis,Minnesota 55416,during the term of the offering of the Series 2001 Bonds. Competition. According to the Market Study,the following properties,as described in the table below, are considered competitive with the Project Facilities. Name No. of Occupancy (as of June Unit Style Unit Size(SF) Monthly Rent Units 2001) Cornerstone 77 100% 1 BR 779 $640 Cooperative, 2 BR 1,083 to 1,368 $930 to $1,155 Plymouth, MN 3 BR 1,561 $1,350 Gramercy 56 100% 1 BR 840 $694 Cooperative, 1 BR+den 1,075 $920 Plymouth, MN 2 BR 992 to 1,237 $872 to $1,028 West Ridge, 65 100% 1 BR 721 to 744 $735 to $812 Minnetonka, MN 2 BR 867 to 1,092 $1,054 to $1,380 3 BR 1,168 $1,483 Ridgepointe, 274 98.5% 1 BR 590 to 800 $880 to $1,280 Minnetonka, MN 1 BR+den 778 to 788 $1,120 to$1,270 2 BR 806 to 1,375 $1,125 to$2,700 TOTAL 472 99.2% Appraisal Value Harvey Swenson,MAI,of Commercial Appraisal&Consulting Group,of Roseville, Minnesota,has prepared an appraisal of the market value of the Project as of completion and stabilized occupancy(the"Appraisal"). The appraiser reconciled the values from the income, sales comparison and replacement cost approaches and estimated the fair market value of the Project, assuming that the improvements to be financed with proceeds of the Series 2001 Bonds are completed, an"as completed and stabilized" fair market value of$8,200,000.00, and assuming the issuance of the Series 2001 Bonds. The appraiser assigned an "as is" market value to the currently vacant land of$837,000. A copy of the Appraisal may be obtained from the Underwriter, Miller Johnson Steichen Kinnard, Inc., 5500 Wayzata Boulevard,Suite 1450,Minneapolis,Minnesota 55416,during the term of the offering of the Series 2001 Bonds. The conclusion as to an estimated market value is solely the expression of an opinion by the appraiser and is no guarantee that upon sale the estimated market value would be realized. In the event of a forced sale it is likely that the estimated market value would not be realized The appraised value assumes a price negotiated on a voluntary sale basis, with a reasonable time in which to determine a buyer and the terms of sale, and does not account for any reduction in value which might occur in the event of a forced sale in connection with an event of default. The estimated market value also does not take into account the costs associated with any sale(such as real estate agent or legal fees), which would reduce the net proceeds from the sale actually realized by the seller. Also, the fair market value of the property may vary significantly over time. Finally, the appraised value of property has been known to vary from appraiser to appraiser, and sometimes significantly. Environmental Assessment At the request of the Borrower,EnPro Assessment Corp of St. Paul, Minnesota has prepared a Phase I Environmental Assessment Report,dated November 8,2000,of the land on which the Project Facilities are being constructed in conformance with the scope and limitations of ASTM Practice E1527-00. An environmental report generally involves the review of historical aerial photographs and real estate records to discover the prior use of the site and an on-site inspection to discover any open hazardous environmental conditions. Such studies are aimed at assessing the presence or likely presence of any hazardous substances or petroleum products on a property under conditions that indicate an existing release, a past release or a material threat of a release of any hazardous substances or petroleum products into structures on the property or into the ground,groundwater or surface water of the property. There can be no assurances as to the ultimate level of protection, if any, provided by the environmental report or any determination based thereon. The assessment revealed no evidence of recognized environmental conditions in connection with the Project. A copy of the Phase I Environmental Assessment Report may be obtained from the Underwriter, Miller Johnson Steichen Kinnard, Inc., 5500 Wayzata Boulevard,Suite 1450,Minneapolis,Minnesota 55416,during the term of the offering of the Series 2001 Bonds. THE BORROWER General Orono Senior Housing,LLC,a Minnesota limited liability company,was established in February, 2001 to purchase, own, and operate facilities such as the Project. The sole member of the Borrower is the Sponsor. To date,the Borrower has conducted no business, other than in connection with the offering of the Series 2001 Bonds and the proposed acquisition and construction of the Project,has no operating history, and has no significant assets and no liabilities. The Borrower has no employees and expects to have no employees. The proceeds of the Series 2001 Bonds, together with other funds, will be used by the Borrower to develop, acquire, construct and equip the Project as described herein. The land on which the Project will be located will be purchased from Union Land, LLC, which has agreed to sell the land to the Borrower for a purchase price of$822,000. The Borrower shall convey fee simple title to the land to the Orono Housing and Redevelopment Authority (the "HRA") in consideration of the issuance of the TIF Note. The HRA will lease the land to the Borrower pursuant to the Ground Lease. Governance and Management The management and direction of the business of the Borrower is vested in its Board of Governors. The Borrower's sole member is the Sponsor. The number, terms of office, powers, authorities, and duties of the governors of the Borrower,the time and place of their meetings, and such other regulations with respect to them as are not inconsistent with the express provisions of the Articles of Organization of the Borrower, are specified from time to time in the Operating Agreement of the Borrower. The Operating Agreement of the Borrower provides for a minimum of one (1) governor and no maximum number of governors on the Board of Governors. The Board of Governors and the officers of the Borrower is currently comprised of the following persons: Name PositionJohn A. Wedum Governor/Vice President/Treasurer Dale A. Vesledahl Governor James Cooper Governor/President/Chief Manager Shawn Beus Secretary John A. Wedum, Governor, Vice President, Treasurer, is, and has been since 1989, the managing director and portfolio manager for the Sponsor, Wedum Foundation. From 1985 to 1989, Mr. Wedum was the Chief Financial Officer and a member of the Board of Directors of Health Systems Integration, Inc. and a member of the Board of Directors of its acquiring company Compucare,Inc. Prior to that,Mr. Wedum was engaged in a number of business enterprises, including a wholesale heating and plumbing supply business, several retail gasoline stations, an LP gas business, solid waste developments, real estate development and the hardware business. From 1952 to 1956 Mr. Wedum was a Supply Corps officer in the U.S.Navy. From 1956 to 1958,he held positions with Getty/Tidewater Oil Co. and Login International Corp. Mr.Wedum received his B.S.in Economics from the University of Minnesota. He also has pursued graduate work at the University of Minnesota Law School, University of California- Berkeley and Alexandria Area Technical Institute. Dale A. Vesledahl, Governor, has held the positions of President and Chief Executive Officer with Vessco, Inc. since 1978. In addition, Mr. Vesledahl has also been the Chief Executive Officer of Quality Flow Systems, Inc. since 1992. Mr. Vesledahl received his Associate of Science degree in business and accounting from Willmar Community College. James Cooper, Governor, President, Chief Manager, obtained his undergraduate degree, a BS in accounting, from Brigham Young University in 1980. He then spent three years in public accounting with Grant Thorton and obtained his CPA designation. The following nine years were spent as the head of The Churchill Company's real estate finance division where he oversaw the origination and financing of over$350,000,000 in lodging and other real estate projects. From 1992 until present, Mr. Cooper has helped build a lodging company owning 20 properties in 7 states,one of the nation's largest fundraising companies for high school programs,and he has founded/helped to build a medical diagnostic company based in Plymouth, Minnesota which has national and international sales. Mr. Cooper was made President of the Wedum Foundation in September 1999. Shawn Beus, Secretary, holds undergraduate degrees in Physical Therapy and Health Sciences from Salt Lake Community College and Weber State University, both located in Utah. Upon graduation, Mr. Beus worked in the rehab field providing physical therapy in senior housing facilities where he became the Rehab Coordinator with SunDance Rehabilitation. He then became involved in the management of assisted living facilities for senior citizens where he served as an Assistant Administrator and Administrator with Assisted Living Concepts, Inc. and Alterra Healthcare, respectively. Mr. Beus joined the Sponsor as Vice President in December, 2000 and works with all new and existing developments as well as being the Operations and Marketing Supervisor for all senior housing facilities in the Sponsor's portfolio. THE SPONSOR General The Sponsor is the Wedum Foundation,a Minnesota nonprofit corporation,formed on January 30, 1959 for the general purpose of accepting gifts, grants, devises or bequests for such "general or specific civic, religious, charitable, scientific, literary or educational purposes ... as will promote the well-being of mankind" and to apply its income for the purpose,among other charitable activities, "for the care of the sick,aged and helpless." The principal office of the Sponsor is located at 3191 Shorewood Drive,Arden Hills,Minnesota 55112. The Sponsor is a 501(c)(3) organization as determined by the Internal Revenue Service in November, 1963. The Sponsor was founded by the Wedum family of Alexandria,Minnesota,with its initial assets coming from the estate of J.A. Wedum who immigrated from Lillehammer, Norway. The current trustees of the Sponsor are John A. Wedum, Mary Beth Wedum,Frank Starke, James Cooper and Gary D. Slette. See "The Borrower - Governance and Management" in Appendix B for Mr. Wedum's and Mr. Cooper's biographies. Mary Beth Wedum graduated from St. Cloud State with a degree in Social Service, and worked in the television industry. She founded and directed the Douglas County Developmental Achievement Center for 7 years and then undertook the office and accounting management of a series of businesses owned by her husband and herself Among them was a petroleum products distribution company,a bowling alley and supper club and a water and sewer treatment equipment distribution company. She has been the Treasurer of and served on the Board of Trustees of the Sponsor since 1982. She is active in establishing residential housing for the retarded, president of the League of Women Voters and business manager of summer theater. Frank Starke has been the President of Dunwoody Institute since 1995. From 1984 to 1995,Mr. Starke was the President of Alexandria Technical College. From 1969 to 1984, he served in the capacities of instructor,Department Head-Coordinator,and Vice President of Alexandria Technical College. Mr. Starke was a marketing instructor at the University of Minnesota from 1969 to 1969. Prior to that he held positions with the Minneapolis Gas Company, Federated Insurance Company and Prudential Insurance Company. Mr. Starke received his B.S. and M.A. degrees from the University of Minnesota. Gary Dean Slette served in the U.S. Air Force and obtained top secret security clearance. He is a 1977 graduate of the University of Minnesota, Duluth, with a degree in urban planning. In 1977 Mr. Slette assumed a position of planning and zoning administrator in Blaine County, Idaho (Sun Valley). In 1984 he graduated from the University of Idaho Law School. Since then he has been employed and has become a partner in the law firm of Rosholt,Evans&Tucker in Twin Falls,Idaho. He is the immediate past president of the 5th District Bar Association and is active in the development of residential and commercial real estate ventures in southern Idaho. Mr. Slette has been a member of the Board of Trustees of the Sponsor since 1984. Tax-Exempt Status The Sponsor is a charitable organization exempt from federal income taxation pursuant to Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). The Sponsor will accomplish its exempt purposes by being the sole member of the Borrower which shall acquire and operate the Project. For such purposes,and not otherwise, the Borrower and the Sponsor will exercise such powers as are required by and are consistent with the foregoing purposes and that are afforded to the Sponsor by the Minnesota Nonprofit Corporation Act,as now enacted or hereafter amended. All the powers of the Borrower and the Sponsor shall be exercised so that the Borrower's and the Sponsor's operations shall be exclusively within the contemplation of Section 501(c)(3) of the Code. The Sponsor has been determined to be a "private foundation" within the meaning of the Code, and is thus subject to certain excise and other taxes under the Code. Recent Activities General The Sponsor is a family foundation based in St.Paul with a long history of dedicating substantial portions of its resources and energy to furthering its varied charitable purposes allowable under its broad charitable charter. A special emphasis has recently been placed on supporting individuals through housing in three categories: a)seniors,b)students and c) multifamily/affordable. Other examples of charitable purposes include: making education more accessible to young people everywhere, sponsoring housing, caring for the aged and infirm, uplifting areas of blight, assisting those with limited financial means, protecting natural resources, faith-based initiatives, troubled youth programs, etc. The Sponsor is headed by James Cooper, President, with John Wedum serving as Chairman of the Board. Banfill Crossing The Sponsor is the sole member of Minnesota Christian Homes of Fridley, a stand alone 501(c)(3) Organization, which owns Banfill Crossing in Fridley, Minnesota. Banfill Crossing opened in February,2000 and is a 110-unit senior independent apartment building for those 55 years and older. Redwood Terrace The Sponsor is also the sole member of Wedum Redwood Terrace,LLC,which owns a 54-unit senior independent apartment building in Coon Rapids, Minnesota. Lincoln Parc Apartments The Sponsor is the sole member of Lincoln Parc Apartments, LLC,which has built an 184-unit mixed-use,affordable and market rate multi-family apartment complex in Eden Prairie, Minnesota. The property, which also includes a retail area on the ground level, is scheduled to open for partial occupancy in December, 2001 and final occupancy in April, 2002. Wedum/PHM Affordable Housing-Monticello Senior Housing Project In partnership with Presbyterian Homes of Minnesota by providing subordinate financing, the Sponsor assisted in the development of a 49-unit housing project for the elderly in rural Monticello, Minnesota. Shorewood Place and Shorewood Commons The Sponsor is the sole member of Wedum Shorewood Campus,LLC,which is the owner of Shorewood Place and Shorewood Commons, a 229-unit congregate care/assisted living facility providing assisted living services and housing to the elderly, located in Rochester, Minnesota. Wedum University Village The Sponsor is the owner of Wedum University Village,a 199-unit rental residential facility, on a 4.3-acre site two blocks from the University of Minnesota's Minneapolis campus. Wedum University Village is a student and faculty housing development created to address the growing demand for quality residential housing choices on or near major college and university campuses. Wedum University Village offers 127 two-bedroom, 60 four-bedroom, and 12 one-bedroom units, at market rate rentals. The development also includes 24,000 square feet of retail space for services and shops and a 200-car enclosed parking garage. Wedum University Village's purpose is unique among student housing facilities. While providing high quality, convenient rental housing for students, faculty and their families, it will also serve as a new source of funding to be dedicated to scholarships,to the support of expanded scholarship development activity,and to other types of student financial assistance. Partnership with Citizens'Scholarship Foundation of America The Sponsor has pledged to contribute a portion of the annual cash flow generated by Wedum University Village to the local Dollars for Scholars organization, a division of Citizens' Scholarship Foundation of America("CSFA"). CSFA is headquartered in St.Peter, Minnesota, and is a national leader in promoting scholarships and other private sector support for post-secondary students. CSFA operates the Dollars for Scholars program, a national grassroots movement in support of education. Organized regionally, community- based Dollars for Scholars chapters award scholarships to local students from funds raised locally on a community-wide basis. Martin County School District Through a series of planning and design studies the Sponsor determined that a school and an environmental studies center could be constructed on a site with complicated wetland owned by the Sponsor in an economically depressed area of Martin County, Florida. The Sponsor entered into a ten year plan that will facilitate the school district's construction of the school and assist with additional fund raising for the environmental studies center. Health Systems Integration/Compucare The Sponsor became a financial supporter and involved in what was the earliest experimental senior citizen health maintenance organization. The creative use of medical patient and management information processing in that organization caused the Sponsor to support both financially and actively the development of a health care management information system that allowed patient care to function on a regional basis through a broad group of care providers. The company eventually merged with Compucare, a provider of management information systems to hospitals. Lone Tree Bible Ranches The Sponsor provided initial financial and consultant support for two regional Christian camps located in Glendo,Wyoming and Capitan,New Mexico. These camps have grown to five Project Facilities that have provided Christian camping experiences for approximately 3,000 youth every summer, as well as providing sites for retreats and a basis for mission outreach programs throughout the year. Pine Shore, Inc. Initially started as a program to assist in providing financing for uninsured medical patients,the Sponsor has assisted the original organization to develop into one of the largest providers of drugand alcohol counselingand treatment in Minnesota. Alexandria Technical College The Sponsor provided the site and seed capital for a carpentry training program along with a network of connections that provided an opportunity for students of the building trades at Alexandria Technical College in Alexandria,Minnesota,to work on very high-end residential housing projects and to experience an internship with builders in the Rocky Mountain vacation areas during their vacation periods. Anticipated Projects The Sponsor is currently in the process of negotiating the acquisition and/or construction of the following housing projects for construction starts in late 2001 or early 2002: Project Type of Facility Units LocationPlymouth Senior Housing congregate care, assisted living and 120 Plymouth memory care Minnesot a Wyngate Townhomes low-and moderate-income 50 Burnsville, multifamily Minnesota APPENDIX C FORECASTED FINANCIAL STATEMENTS APPENDIX D MARKET STUDY SUMMARY APPENDIX E FORMS OF BOND COUNSEL OPINIONS $7,825,000' City of Orono, Minnesota Senior Housing Revenue Bonds (Orono Woods Apartment Project) Series 2001A We have acted as bond counsel in connection with the issuance by the City of Orono, Minnesota(the "Issuer") of its fully registered (initially book-entry) Senior Housing Revenue Bonds (Orono Woods Apartment Project), Series 2001A in the aggregate principal amount of $7,730,000* (the "Bonds"). The Bonds mature, bear interest and are subject to redemption as provided in the Indenture hereinafter described. The Bonds are issued for the purpose of funding a loan from the Issuer to Orono Senior Housing, LLC (the "Borrower")) to finance the development,acquisition,construction and equipping of a 62-unit independent senior housing facility. We have examined a form of the Bonds and executed counterparts of(i)the Indenture of Trust, dated as of November 1, 2001 (the "Indenture"), between the Issuer and U.S. Bank Trust National Association, as trustee for the Bonds (the "Trustee"), (ii)the Loan Agreement, dated as of November 1, 2001 (the "Loan Agreement"), between the Issuer and the Borrower, (iii)a Combination Mortgage,Security Agreement,Fixture Financing Statement and Assignment of Leases and Rents,dated as of November 1,2001 (the"Mortgage"),from the Borrower to the Issuer, (iv) an Assignment of Mortgage, dated as of November 1, 2001 (the "Assignment of Mortgage"),pursuant to which the Issuer has assigned its interest in the Mortgage to the Trustee, (v)a Bond Purchase Agreement,dated November_,2001 (the "Bond Purchase Agreement"), between the Issuer, the Borrower, Wedum Foundation, a Minnesota nonprofit corporation ("Wedum"),and Miller Johnson Steichen Kinnard,Inc. (the "Underwriter"), (vi)a Continuing Disclosure Agreement,dated as ofNovember 1,2001 (the"Continuing Disclosure Agreement"), between the Borrower and the Trustee,(vii)a Disbursing Agreement, dated as of November 1, 2001 (the"Disbursing Agreement"),among the Borrower,the Trustee and the Disbursing Agent named therein, (viii) a Development Agreement, dated as of November 1, 2001 (the "Development Agreement"), between the Borrower, the Issuer and the Orono Housing and Redevelopment Authority(the"HRA"),(ix)a Ground Lease,dated as ofNovember 1,2001 (the "Ground Lease"),between the HRA and the Borrower,(x)a Tax Increment Revenue Note,dated November_, 2001 (the "TIF Note"), from the HRA to the Borrower, (xi) certified copies of resolutions of the government bodies of the Issuer and the HRA approving and authorizing the execution and delivery of the Bonds and the above-referenced documents and items, (xii) an opinion of even date herewith from Christoffel&Elliott,P.A.,Saint Paul,Minnesota,as counsel to the Borrower and Wedum, and (xiii) such other documents as we deem necessary for the purpose of the following opinion. As to questions of fact material to our opinion, we have relied upon certified proceedings,documents and certifications furnished to us by public officials and officials of the Borrower, Wedum, the Trustee, and the Issuer without undertaking to verify such facts by independent investigation. We have relied on representations of the Borrower and Wedum as to the application of the proceeds of the Bonds and the nature,use,cost and economic life of the Project Facilities(as defined in the Loan Agreement)financed by the Bonds.We also have relied upon the opinion of Christoffel &Elliott, P.A. of even date herewith to the effect that, subject to the matters set forth in the opinion: (i)the Loan Agreement, the Mortgage, the Continuing Disclosure Agreement, the Bond Purchase Agreement, the Disbursing Agreement, the Development Agreement and the Ground Lease(collectively,the"Borrower Documents")have each been duly authorized,executed and delivered by the Borrower and each constitutes a valid and binding obligation of the Borrower, (ii)the Borrower is a limited liability company whose sole member, Wedum, is a nonprofit corporation and an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code") whose income is exempt from federal taxation under Section 501(a) of the Code, (iii) the Borrower will be disregarded as a separate entity for federal income tax purposes pursuant to Section 7701 of the Code and,accordingly,Wedum will be treated as the owner of the Project Facilities for federal income tax purposes, and (iv) performance by the Borrower of its obligations under the Borrower Documents will not violate or conflict with existing laws. We have also relied on title insurance commitments as to the title to the Project Facilities,without examining the records of the Borrower or original title records or abstracts of title. By this opinion we assume no responsibility and render no opinion as to the correctness or completeness of any information contained in the Official Statement used in connection with the offer or sale of the Bonds. Based on our examination,we are of the opinion, as of the date hereof, as follows: 1. The Issuer is a municipal corporation and political subdivision of the State of Minnesota, and pursuant to Minnesota Statutes, Chapter 462C, as amended (the "Act"), the Issuer is authorized to issue the Bonds,to loan the proceeds thereof to the Borrower,to execute and deliver the Loan Agreement,the Indenture and the Development Agreement and to assign the Mortgage to the Trustee. 2. The Loan Agreement, the Indenture, the Development Agreement and the Assignment of Mortgage are each a valid and binding instrument of the Issuer, enforceable in accordance with their respective terms. 3. The Bonds have been duly authorized,executed and delivered by the Issuer and are valid and binding special, limited obligations of the Issuer. The Bonds are secured by an assignment of loan repayments payable by the Borrower under the Loan Agreement that are scheduled to be sufficient(if timely paid in full)to pay the principal of and interest on the Bonds when due, and by the pledge of the funds and investments held by the Trustee under the Indenture for payment or security for such Bonds. Payment of the loan repayments is secured by the Mortgage. 4. Assuming compliance by all parties with the covenants in the Loan Agreement and the Indenture, interest on the Bonds is not includable in gross income for purposes of Federal income taxation or in taxable income of individuals, estates and trusts for purposes of Minnesota income taxation under present laws regulations,rulings and decisions.Interest on the Bonds is not an item of tax preference required to be included in the computation of"alternative minimum taxable income" for purposes of the federal alternative minimum tax applicable to individuals under Section 55 of the Code or Minnesota alternative minimum tax applicable to individuals,trusts and estates. Interest on the Bonds is includable in"adjusted current earnings" for purposes of the computation of"alternative minimum taxable income"of corporations under Section 55 of the Code and is subject to the Minnesota franchise tax imposed upon corporations, including financial institutions, measured by taxable income and the alternative minimum tax base. The Bonds are not arbitrage bonds within the meaning of Section 148 of the Code. The Bonds are"private activity bonds"within the meaning of Section 141(a)and"qualified 501(c)(3) bonds" within the meaning of Section 145 of the Code. We express no opinion as to any other federal or state tax consequences caused by the receipt or accrual of interest on the Bonds or arising from ownership of the Bonds. 5. In connection with the issuance of the Bonds, the City has adopted a housing program which is sufficient for purposes of the Act and is consistent with the City's housing plan. 6. The Issuer has designated the Bonds as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Code. It should be understood that the rights of the owners of the Bonds and the enforceability of the Bonds, the Indenture and the Borrower Documents may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and by equitable principles, whether considered at law or in equity. This opinion is given as of the date hereof and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law or facts that may hereafter occur. We hereby consent to the references to us in the Official Statement. Dated at Minneapolis, Minnesota, , 2001. $210,000* City of Orono, Minnesota Senior Housing Revenue Bonds (Orono Woods Apartment Project) Taxable Series 2001 B We have acted as bond counsel in connection with the issuance by the City of Orono, Minnesota(the"Issuer")of its fully registered(initially book-entry)Senior Housing Revenue Bonds(Orono Woods Apartment Project),Taxable Series 2001B in the aggregate principal amount of$210,000* (the "Bonds"). The Bonds mature, bear interest and are subject to redemption as provided in the Indenture hereinafter described. The Bonds are issued for the purpose of funding a loan from the Issuer to Orono Senior Housing, LLC (the "Borrower") to finance the development,acquisition,construction and equipping of a 62-unit independent senior housing facility. We have examined a form of the Bonds and executed counterparts of(i)the Indenture of Trust,dated as of November 1,2001 (the "Indenture"),between the Issuer and U.S. Bank Trust National Association,as trustee for the Bonds(the"Trustee"),(ii)the Loan Agreement, dated as of November 1,2001 (the"Loan Agreement"),between the Issuer and the Borrower, (iii) a Combination Mortgage, Security Agreement, Fixture Financing Statement and Assignment of Leases and Rents,dated as of November 1,2001 (the "Mortgage"), from the Borrower to the Issuer, (iv)an Assignment of Mortgage,dated as of November 1,2001 (the "Assignment of Mortgage"), pursuant to which the Issuer has assigned its interest in the Mortgage to the Trustee, (v) a Bond Purchase Agreement, dated November , 2001 (the "Bond Purchase Agreement"), between the Issuer, the Borrower, Wedum Foundation, a Minnesota nonprofit corporation("Wedum"),and Miller Johnson Steichen Kinnard,Inc.(the "Underwriter"),(vi)a Continuing Disclosure Agreement,dated as of November 1,2001 (the "Continuing Disclosure Agreement"), between the Borrower and the Trustee, (vii) a Disbursing Agreement,dated as ofNovember 1,2001 (the"Disbursing Agreement"),among the Borrower, the Trustee and the Disbursing Agent named therein, (viii) a Development Agreement, dated as of November 1, 2001 (the "Development Agreement"), between the Borrower,the Issuer and the Orono Housing and Redevelopment Authority(the"HRA"),(ix) a Ground Lease,dated as of November 1,2001 (the"Ground Lease"),between the HRA and the Borrower, (x) a Tax Increment Revenue Note, dated November _, 2001 (the "TIF Note"),from the HRA to the Borrower,(xi)certified copies of resolutions of the government bodies of the Issuer and the HRA approving and authorizing the execution and delivery of the Bonds and the above-referenced documents and items, (xii) an opinion of even date herewith from Christoffel&Elliott,P.A., Saint Paul,Minnesota,as counsel to the Borrower and Wedum, and (xiii) such other documents as we deem necessary for the purpose of the following opinion. As to questions of fact material to our opinion, we have relied upon certified proceedings,documents and certifications furnished to us by public officials and officials of the Borrower, Wedum, the Trustee, and the Issuer without undertaking to verify such facts by independent investigation. We have relied on representations of the Borrower and Wedum as to the application of the proceeds of the Bonds and the nature, use, cost and economic life of the Project Facilities (as defined in the Loan Agreement) financed by the Bonds. We also have relied upon the opinion of Christoffel & Elliott, P.A. of even date herewith to the effect that, subject to the matters set forth in the opinion: (i) the Loan Agreement, the Mortgage, the Continuing Disclosure Agreement, the Bond Purchase Agreement,the Disbursing Agreement,the Development Agreement and the Ground Lease (collectively, the "Borrower Documents") have each been duly authorized, executed and delivered by the Borrower and each constitutes a valid and binding obligation of the Borrower, (ii)the Borrower is a limited liability company whose sole member, Wedum, is a nonprofit corporation and an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code") whose income is exempt from federal taxation under Section 501(a) of the Code, (iii) the Borrower will be disregarded as a separate entity for federal income tax purposes pursuant to Section 7701 of the Code and, accordingly,Wedum will be treated as the owner of the Project Facilities for federal income tax purposes, and (iv) performance by the Borrower of its obligations under the Borrower Documents will not violate or conflict with existing laws. We have also relied on title insurance commitments as to the title to the Project Facilities,without examining the records of the Borrower or original title records or abstracts of title. By this opinion we assume no responsibility and render no opinion as to the correctness or completeness of any information contained in the Official Statement used in connection with the offer or sale of the Bonds. Based on our examination, we are of the opinion, as of the date hereof, as follows: 1. The Issuer is a municipal corporation and political subdivision of the State of Minnesota, and pursuant to Minnesota Statutes, Chapter 462C, as amended (the "Act"), the Issuer is authorized to issue the Bonds,to loan the proceeds thereof to the Borrower, to execute and deliver the Loan Agreement,the Indenture and the Development Agreement and to assign the Mortgage to the Trustee. 2. The Loan Agreement, the Indenture, the Development Agreement and the Assignment of Mortgage are each a valid and binding instrument of the Issuer, enforceable in accordance with their respective terms. 3. The Bonds have been duly authorized, executed and delivered by the Issuer and are valid and binding special, limited obligations of the Issuer. The Bonds are secured by an assignment of loan repayments payable by the Borrower under the Loan Agreement that are scheduled to be sufficient(if timely paid in full)to pay the principal of and interest on the Bonds when due,and by the pledge of the funds and investments held by the Trustee under the Indenture for payment or security for such Bonds.Payment of the loan repayments is secured by the Mortgage. 4. Interest on the Bonds is includable in gross income for federal income tax purposes and in taxable net income of individuals, estates and trusts for Minnesota income tax purposes. 5. In connection with the issuance of the Bonds,the City has adopted a housing program which is sufficient for purposes of the Act and is consistent with the City's housing plan. It should be understood that the rights of the owners of the Bonds and the enforceability of the Bonds,the Indenture and the Borrower Documents may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors'rights generally and by equitable principles,whether considered at law or in equity. This opinion is given as of the date hereof and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law or facts that may hereafter occur. We hereby consent to the references to us in the Official Statement. Dated at Minneapolis, Minnesota, , 2001. $250,000* City of Orono, Minnesota Senior Housing Revenue Bonds (Orono Woods Apartment Project) Subordinate Series 2001C We have acted as bond counsel in connection with the issuance by the City of Orono, Minnesota(the"Issuer")of its fully registered(initially book-entry)Senior Housing Revenue Bonds (Orono Woods Apartment Project), Subordinate Series 2001C in the aggregate principal amount of $250,000* (the "Bonds"). The Bonds mature, bear interest and are subject to redemption as provided in the Indenture hereinafter described. The Bonds are issued for the purpose of funding a loan from the Issuer to Orono Senior Housing,LLC(the "Borrower")to finance the development,acquisition,construction and equipping of a 62-unit independent senior housing facility. We have examined a form of the Bonds and executed counterparts of(i)the Indenture of Trust,dated as of November 1,2001 (the "Indenture"),between the Issuer and U.S. Bank Trust National Association,as trustee for the Bonds(the"Trustee"),(ii)the Loan Agreement, dated as of November 1,2001 (the"Loan Agreement"),between the Issuer and the Borrower, (iii)a Subordinate Combination Mortgage,Security Agreement,Fixture Financing Statement and Assignment of Leases and Rents, dated as of November 1, 2001 (the "Subordinate Mortgage"), from the Borrower to the Issuer, (iv) an Assignment of Mortgage, dated as of November 1, 2001 (the "Assignment of Mortgage"), pursuant to which the Issuer has assigned its interest in the Subordinate Mortgage to the Trustee, (v) a Bond Purchase Agreement,dated November_,2001 (the"Bond Purchase Agreement"),between the Issuer, the Borrower, Wedum Foundation, a Minnesota nonprofit corporation ("Wedum"), and Miller Johnson Steichen Kinnard, Inc. (the "Underwriter"), (vi) a Continuing Disclosure Agreement, dated as of November 1, 2001 (the "Continuing Disclosure Agreement"), between the Borrower and the Trustee,(vii)a Disbursing Agreement,dated as of November 1,2001 (the "Disbursing Agreement"),among the Borrower,the Trustee and the Disbursing Agent named therein, (viii) a Development Agreement, dated as of November 1, 2001 (the "Development Agreement"), between the Borrower, the Issuer and the Orono Housing and Redevelopment Authority(the"HRA"),(ix)a Ground Lease,dated as of November 1,2001 (the "Ground Lease"), between the HRA and the Borrower, (x) a Tax Increment Revenue Note, dated November _, 2001 (the "TIF Note"), from the HRA to the Borrower, (xi) certified copies of resolutions of the government bodies of the Issuer and the HRA approving and authorizing the execution and delivery of the Bonds and the above-referenced documents and items,(xii)an opinion of even date herewith from Christoffel&Elliott,P.A., Saint Paul, Minnesota, as counsel to the Borrower and Wedum, and(xiii) such other documents as we deem necessary for the purpose of the following opinion. As to questions of fact material to our opinion, we have relied upon certified proceedings,documents and certifications furnished to us by public officials and officials of the Borrower, Wedum,the Trustee, and the Issuer without undertaking to verify such facts by independent investigation. We have relied on representations of the Borrower and Wedum as to the application of the proceeds of the Bonds and the nature, use, cost and economic life of the Project Facilities (as defined in the Loan Agreement) financed by the Bonds. We also have relied upon the opinion of Christoffel & Elliott, P.A. of even date herewith to the effect that, subject to the matters set forth in the opinion: (i) the Loan Agreement, the Subordinate Mortgage, the Continuing Disclosure Agreement, the Bond Purchase Agreement, the Disbursing Agreement, the Development Agreement and the Ground Lease (collectively, the "Borrower Documents") have each been duly authorized, executed and delivered by the Borrower and each constitutes a valid and binding obligation of the Borrower, (ii) the Borrower is a limited liability company whose sole member, Wedum,is a nonprofit corporation and an organization described in Section 501(c)(3)of the Internal Revenue Code of 1986, as amended (the "Code") whose income is exempt from federal taxation under Section 501(a) of the Code, (iii)the Borrower will be disregarded as a separate entity for federal income tax purposes pursuant to Section 7701 of the Code and, accordingly,Wedum will be treated as the owner of the Project Facilities for federal income tax purposes, and (iv) performance by the Borrower of its obligations under the Borrower Documents will not violate or conflict with existing laws. We have also relied on title insurance commitments as to the title to the Project Facilities,without examining the records of the Borrower or original title records or abstracts of title. By this opinion we assume no responsibility and render no opinion as to the correctness or completeness of any information contained in the Official Statement used in connection with the offer or sale of the Bonds. Based on our examination, we are of the opinion, as of the date hereof, as follows: 1. The Issuer is a municipal corporation and political subdivision of the State of Minnesota, and pursuant to Minnesota Statutes, Chapter 462C, as amended (the "Act"), the Issuer is authorized to issue the Bonds,to loan the proceeds thereof to the Borrower, to execute and deliver the Loan Agreement,the Indenture and the Development Agreement and to assign the Subordinate Mortgage to the Trustee. 2. The Loan Agreement, the Indenture, the Development Agreement and the Assignment of Mortgage are each a valid and binding instrument of the Issuer, enforceable in accordance with their respective terms. 3. The Bonds have been duly authorized, executed and delivered by the Issuer and are valid and binding special, limited obligations of the Issuer. The Bonds are secured by an assignment of loan repayments payable by the Borrower under the Loan Agreement that are scheduled to be sufficient(if timely paid in full)to pay the principal of and interest on the Bonds when due,and by the pledge of the funds and investments held by the Trustee under the Indenture for payment or security for such Bonds.Payment of the loan repayments is secured by the Subordinate Mortgage. 4. Assuming compliance by all parties with the covenants in the Loan Agreement and the Indenture, interest on the Bonds is not includable in gross income for purposes of Federal income taxation or in taxable income of individuals, estates and trusts for purposes of Minnesota income taxation under present laws regulations, rulings and decisions. Interest on the Bonds is not an item of tax preference required to be included in the computation of "alternative minimum taxable income" for purposes of the federal alternative minimum tax applicable to individuals under Section 55 ofthe Code or Minnesota alternative minimum tax applicable to individuals,trusts and estates. Interest on the Bonds is includable in "adjusted current earnings" for purposes of the computation of"alternative minimum taxable income"of corporations under Section 55 ofthe Code and is subject to the Minnesota franchise tax imposed upon corporations, including financial institutions, measured by taxable income and the alternative minimum tax base. The Bonds are not arbitrage bonds within the meaning of Section 148 of the Code. The Bonds are "private activity bonds"within the meaning of Section 141(a)and"qualified 501(c)(3)bonds"within the meaning of Section 145 of the Code. We express no opinion as to any other federal or state tax consequences caused by the receipt or accrual of interest on the Bonds or arising from ownership of the Bonds. 5. In connection with the issuance of the Bonds,the City has adopted a housing program which is sufficient for purposes of the Act and is consistent with the City's housing plan. 6. The Issuer has designated the Bonds as"qualified tax-exempt obligations"for purposes of Section 265(b)(3) of the Code. It should be understood that the rights of the owners of the Bonds and the enforceability of the Bonds, the Indenture and the Borrower Documents may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors'rights generally and by equitable principles,whether considered at law or in equity. This opinion is given as of the date hereof and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law or facts that may hereafter occur. We hereby consent to the references to us in the Official Statement. Dated at Minneapolis, Minnesota, , 2001. 015477;202793/167654 jf