05-13-2020 Council Packet - Laserfiche WebLink

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12316306v3 -11- or the Loan Agreement, and except for certificates and opinions given pursuant to Section 2.08 hereof, shall include: (i) a statement that the person or persons making such Certificate or opinion have read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such Certificate or opinion are based; (iii) a statement that, in the opinion of the signers, they have made or caused to be made such examination or investigation as is necessary to enable them to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of the signers, such condition or covenant has been complied with. Any Certificate made or given by an officer of the Issuer or the Borrower or by an Independent engineer, architect, consultant or other person may be based, insofar as it relates to legal matters, upon an Opinion of Counsel, unless such person knows that the Opinion with respect to the matters upon which his/her Certificate may be based as aforesaid is erroneous, or, in the exercise of reasonable care, should have known that the same was erroneous. Any such Certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, information with respect to which is in the possession of the Issuer or the Borrower, upon a supporting Certificate of an officer or officers of the Issuer or the Borrower, unless the signer knows that the supporting Certificate with respect to the matters upon which his/her Certificate or opinion may be based as aforesaid is erroneous, or, in the exercise of reasonable care, should have known that the same was erroneous. The Trustee may rely upon any Certificate or Opinion without independent investigation. An "application" for the authentication and delivery of Bonds, or the release of property, or the withdrawal of cash, under any provision of this Indenture, shall consist of, and shall not be deemed complete until the Trustee shall have been furnished with, all such documents, cash, bonds, securities and other instruments as are required by such provision to establish the right of the Issuer or the Corporation to the transaction applied for, and the date of such application shall be deemed to be the date upon which such application shall be so completed. Section 1.03 Description of Project. The term "Project" refers collectively to the acquisition, construction, and equipping of a 50-bed replacement skilled nursing facility, financed by the Prior Note and refinanced with proceeds of the Series 2020 Bonds (the "2018 Project), and a new 83-unit senior independent senior housing facility and "Town Center" (the "2020 Project"), all located on a single campus in the City of Roseville, Minnesota. Section 1.04 Additional Provisions as to Interpretation. All references herein to "Articles," "Sections" and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Indenture; and the words "herein," "hereof," "hereunder" and other words of similar import refer to this Indenture as a whole and not any particular Article, Section or subdivision hereof. Whenever in this Indenture it is provided or permitted that there be deposited with or held in trust by the Trustee money or funds in the necessary amount to pay or redeem any Bonds, the amount so to be deposited or held shall be the principal amount of such Bonds and all unpaid interest thereon to maturity, except that in the case of Bonds which are to be redeemed prior to maturity and in respect of which there shall have been furnished to the Trustee proof satisfactory