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12316323v3 <br />9 <br />based as aforesaid is erroneous, or, in the exercise of reasonable care, should have known that <br />the same was erroneous. Any such Opinion of Counsel may be based (insofar as it relates to <br />factual matters with respect to which is in the possession of the Issuer or the Borrower), upon the <br />Certificate of an officer or officers of the Issuer or the Borrower, unless such counsel knows that <br />the Certificate with respect to the matters upon which his opinion may be based as aforesaid is <br />erroneous, or, in the exercise of reasonable care, should have known that the same was <br />erroneous. <br />Section 1.03 Description of Project. The term "Project" refers collectively to the <br />acquisition, construction, and equipping of a 50-bed replacement skilled nursing facility, <br />financed by the Prior Note and refinanced with proceeds of the Series 2020 Bonds (the "2018 <br />Project), and a new 83-unit senior independent senior housing facility and "Town Center" (the <br />"2020 Project"), all located on a single campus in the City of Roseville, Minnesota. <br />Section 1.04 Additional Provisions as to Interpretation. All references herein to <br />"Articles", "Sections" and other subdivisions are to the corresponding Articles, Sections or <br />subdivisions of this Loan Agreement; and the words "herein", "hereof", "hereunder" and other <br />words of similar import refer to this Loan Agreement as a whole and not any particular Article, <br />Section or subdivision hereof. <br />Whenever in this Loan Agreement it is provided or permitted that there be deposited with <br />or held in trust by the Trustee money or funds in the necessary amount to pay or redeem any <br />Bonds, the amount so to be deposited or held shall be sufficient to pay the principal amount of <br />such Bonds and all unpaid interest thereon to maturity, except that in the case of Bonds which <br />are to be redeemed prior to maturity and in respect of which there shall have been furnished to <br />the Trustee proof satisfactory to it that notice of such redemption on a specified redemption date <br />has been duly given or provision satisfactory to the Trustee shall be made for such notice, the <br />amount so to be deposited or held shall be the principal amount of such Bonds and interest <br />thereon to the redemption date, together with the redemption premium, if any. <br />Any terms defined in the Indenture or Mortgage but not defined herein shall have the <br />same meaning herein unless the context hereof clearly requires otherwise. <br />This Loan Agreement is governed by and shall be construed in accordance with the laws <br />of Minnesota. <br />[The balance of this page intentionally left blank.]