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Home My WebLink About920802.tiff Central Bank Denver 1515 Arapahoe Street Denver,CO 80202 303 893-3456 March 27, 1992 Mr. Donald D. Warden Weld County Finance Dept. P.O. Box 758 Greeley, Colorado 80632 RE: Weld County Library Trust Acc't No. 80-5360 Dear Mr. Warden: Enclosed please find a recorded Trust Indenture for the above referenced account along with a signed release. This will release the Trust Indenture recorded December 4 , 1987 now that the agreement is fulfilled and will complete the closing of this account. Please have this release recorded at the Weld County Clerk & Recorder's office at your earliest convenience. If you have any questions, or if I can be of further assistance, please do not hesitate to contact me. Sincerely, Marlene Fort ne Administrative Assistant to Diane S. Filing Corporate Trust Dept. niej 920802 Ihdpx Fwo14I AR2282L79 REQUEST FOR RELEASE OF MORTGAGE AND TRUST INDENTURE March 26, 1992 Date Weld County, Colorado Mortgagor Central Bank of Denver Original Trustee December 1, 1987 Date of Trust Indenture December 4, 1987 Recording Date of Trust Indenture Weld County of Recording 02123408 Reception No. of o Recorded Trust Indenture o Book 1178 Pastes 1175 to 1830 Book and Page of ~ O Trust Indenture U ca RELEASE OF TRUST INDENTURE a ow KNOW ALL MEN, that the above referenced Mortgagor by Trust 69- w Indenture conveyed certain real property described in said a Indenture to the Trustee referenced above to be held in trust to secure the payment of the indebtedness referred to herein. N x NOW THEREFORE, at the written request of the legal holder of C 0 the said indebtedness, and in consideration of the premises x and the payment of the statutory sum, receipt of which is hereby acknowledged, Central Bank Denver, N.A. does hereby N a remise, release and quitclaim unto the present owner or owners of said real property, and unto the heirs, successors z and assigns of such owner or owners forever, all the right, H title and interest which we have under and by virtue of the '"' H aforesaid Indenture in the real estate described herein, to whave and to hold the same, with all the privileges and o, p appurtenances thereunto belonging forever, and further we do w hereby fully and absolutely release, cancel and forever z discharge said Trust Indenture. N Z N TO THE COUNTY CLERK OF C.) 04 Weld County, Please record this release as the x indebtedness has been fully paid and/or the terms and o N conditions of the trust have been fully satisfied. O1 M CD Central Bank Denver, N. A. formerly Central Bank of Denver PQ w Current Owner and Holder of Trust Indenture Diane S. Filing, Assistant Vice President Name and Title of Agent of Current Owner and Holder Signature STATE OF COLORADO COUNTY OF DENVER The foregoing request for release was acknowledged before me on March 26, 1992 by Diane S. Filing. Witness my Hand and, Seal My commission Expires: 1515 Arapahoe, p Co. 80202 DEED WELD COUNTY FINANCE CORPORATION (the "Corporation) , a non-profit corporation duly organized and existing under the laws of the State of Colorado, whose address is 915 Tenth Street, Greeley, Colorado 80632 , for the consideration of one dollar in hand paid and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby sells, conveys and quit claims to Weld County, Colorado (the "County" ) , whose address is 915 Tenth Street, Greeley, Colorado 80632, and its successors and assigns, all of its right, title, interest, claim and demand in and to the following described real property located in Weld County, Colorado with all of its appurtenances : Lot 1 , Block 4 , Maplewood Subdivision, Filing No . 1 , Frederick, Colorado . TO HAVE AND TO HOLD the same, together with all appurtenances and privileges pertaining thereto, and all the estate, right, title, interest and claim whatsoever of the Corporation, either in law or in equity, to the use, benefit and behoof of the County, its successors and assigns forever . IN WITNESS WHEREOF, the Corporation has executed this Deed in its corporate name by its duly authorized officers, v� as of the first day of December 1987 . C WELD C TY FINANCE CORPO TION (SEAL,) 6` Attest : O By r si nt By _ Secretary J LI 2004G 1 • STATE OF COLORADO ] ] ss . COUNTY OF WELD The foregoing instrument was acknowledged before me this (x Lj day of November 1987, by Donald D. Warden and Thomas D. David, as President and Secretary, respectively, of Weld County Finance Corporation, a Colorado non-profit corporation. [SEAL] I f ) Nota.y ublic for the State of Color: o My commission expires : .3 one l7, /481 2004G AR2123408 B 11 , 8 REC 02123408 12/04/87 _J : 38 168 . 00 X 1/056 F 1775 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO DECD91901 1 _ (O I-k441V 4 WELD COUNTY FINANCE CORPORATION, AS LESSOR, AND CENTRAL BANK OF DENVER, A BANKING CORPORATION, AS TRUSTEE MORTGAGE AND INDENTURE OF TRUST L U Dated as of December 1, 1987 0 After this instrument has been recorded, please return to: William C. Gorham Kutak Rock & Campbell 2400 Arco Tower 707 Seventeenth Street Denver, Colorado 80202 4,0561 n ' n1�IQ� B 1178 REC 021231 J 12/04/87 10: 38 1168. . _ 2/056 F 1776 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO MORTGAGE AND INDENTURE OF TRUST TABLE OF CONTENTS (This Table of Contents is not a part of this Indenture of Trust and is only for convenience of reference. ) Page PREAMBLES 1 ARTICLE I DEFINITIONS AND CONSTRUCTION Section 1.01. Definitions 5 Section 1.02 . Construction 6 ARTICLE II AUTHORIZATION, TERMS, EXECUTION AND ISSUANCE OF CERTIFICATES Section 2 .01. Authorized Amount of Certificates 7 Section 2 .02 . Issuance of Certificates 7 Section 2 . 03 . Limited Obligation 8 Section 2 .04. Execution of the Certificates 9 Section 2 . 05 . Authentication 9 Section 2 . 06. Form of Certificates 9 Section 2 .07 . Delivery of the Certificates 1O Section 2 .08. Mutilated, Lost, Stolen or Destroyed Certificates 1O Section 2 . 09 . Registration of Certificates; Persons Treated as Registered Owners; Transfer and Exchange of Certificates 1O Section 2 . 10. Cancellation of Certificates 11 Section 2 . 11. Issuance of Additional Certificates 11 ARTICLE III REVENUES AND FUNDS Section 3 . 01 . Source of Payment of Certificates 13 Section 3 . 02 . Creation of the Certificate Fund 13 Section 3 . 03 . Payments Into the Interest Account of the Certificate Fund 14 B 1178 REC 02123408 12/04/87 10: 38 X168. 00 3/056 F 1777 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO Page Section 3 .04. Payments Into the Principal Account of the Certificate Fund 14 Section 3 . 05. Use of Moneys in the Certificate Fund 14 Section 3 . 06. Custody of the Funds 14 Section 3 .07 . Creation of the Construction Fund 14 Section 3 .08. Application of Construction Fund Subsequent to Completion of Construction 15 Section 3 .09. Creation of the Extraordinary Redemption Fund 15 Section 3 . 10. Creation of Special Construction Fund 15 Section 3 . 11 . Nonpresentment of Certificates 16 Section 3 . 12 . Reports to County 16 Section 3 . 13 . Repayment to the County from the Trustee 16 ARTICLE IV REDEMPTION OF CERTIFICATES Section 4.01 . Redemption Dates and Prices 16 Section 4.02 . Redemption Upon Termination of the Lease Term by Reason of Certain Events. 17 Section 4.03 . Notice of Redemption 18 Section 4.04. Redemption Payments 19 Section 4. 05. Cancellation 19 Section 4. 06. Delivery of New Certificates Upon Partial Redemption of Certificates 19 ARTICLE V INVESTMENTS Section 5 .01 . Investment of Moneys 2O Section 5 . 02 . Arbitrage Certification 21 ARTICLE VI DISCHARGE OF INDENTURE 21 -ii- B 1178 REC 02123408 12/04/87 10: 38 4168. 00 4/056 t 1778 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO Page ARTICLE VII DEFAULTS AND REMEDIES Section 7 . 01 . Events of Default 23 Section 7 .02 . Remedies on Default 23 Section 7 . 03 . Majority of Participants May Control Proceedings 25 Section 7 .04. Rights and Remedies of Participants 25 Section 7 . 05. Purchase of Project by Participants or Trustee; Application of Certificates Toward Purchase Price 26 Section 7 . 06. Waiver of Appraisement, Valuation, Stay, Execution and Redemption Laws 26 Section 7 .07. Trustee May Enforce Rights Without Certificates 27 Section 7 . 08. Delay or Omission No Waiver 27 Section 7 .09 . No Waiver of One Default to Affect Another 27 Section 7 . 10. Discontinuance of Proceedings on Default; Position of Parties Restored . 27 Section 7 . 11 . Waivers of Events of Default 28 ARTICLE VIII CONCERNING THE TRUSTEE Section 8.01. Duties of the Trustee 28 Section 8.02 . Fees and Expenses of Trustee 31 Section 8. 03 . Resignation or Replacement of Trustee . 32 Section 8.04. Conversion, Consolidation or Merger of Trustee 33 Section 8.05. Intervention by Trustee 33 Section 8. 06. Escrowed Deed and Bill of Sale 33 ARTICLE IX SUPPLEMENTAL INDENTURES AND AMENDMENTS OF THE LEASE Section 9.01. Supplemental Indentures Not Requiring Consent of Participants 34 Section 9 .02 . Supplemental Indentures Requiring Consent of Participants 34 Section 9 . 03 . Execution of Supplemental Indenture 35 Section 9 . 04. Amendments, Etc . , of the Lease Not Requiring Consent of Participants 36 Section 9 . 05 . Amendments, Etc . , of the Lease Requiring Consent of Participants 36 -iii- B 1178 REC 02123408 12/04/87 10 : 38 X168 . 00 5/056 F 1779 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO Page ARTICLE X MISCELLANEOUS Section 10. 01. Evidence of Signature of Participants and Ownership of Certificates 37 Section 10. 02 Covenants of Lessor 37 Section 10. 03 . Inspection of the Project 38 Section 10.04. Parties Interested Herein 38 Section 10. 05 . Titles, Headings, Captions, Etc. 38 Section 10. 06. Severability 38 Section 10.07. Governing Law 38 Section 10. 08. Execution in Counterparts 39 Section 10.09. Notices 39 Section 10. 10. Payments Due on Holidays 39 Section 10. 11. Lessor, County and Trustee Representatives 39 TESTIMONIUM 40 SIGNATURES AND SEALS 40 ACKNOWLEDGEMENTS 41 EXHIBIT A--Form of Certificate of Participation A-1 EXHIBIT B--Description of the Site B-1 -iv- B 1178 REC 02123408 12/04/87 10 : 38 (168 . 00 6/056 F 1780 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO MORTGAGE AND INDENTURE OF TRUST THIS MORTGAGE AND INDENTURE OF TRUST is dated as of December 1, 1987 (together with any amendments hereto made in accordance herewith, this "Indenture" ) , and is entered into by and between WELD COUNTY FINANCE CORPORATION (the "Lessor" ) , a nonprofit corporation duly organized and existing under the laws of the State of Colorado, and CENTRAL BANK OF DENVER, A BANKING CORPORATION, as Trustee (the "Trustee" ) , having an office and principal place of business in Denver, Colorado, duly organized and existing under the laws of the State of Colorado, being authorized to accept and execute trusts of the character herein set out under and by virtue of the laws of the State of Colorado; WITNESSET H: WHEREAS, WELD COUNTY, COLORADO (the "County" ) , for the purposes of financing the acquisition, construction and equipping of a new library facility and classroom buildings suitable for a Headstart Program (collectively the "Library" ) on certain real property located within the County (the "Site" ) to be acquired by the Lessor, has entered into an annually renewable Library and Classroom Lease Purchase Agreement of even date herewith (the "Lease" ) , between the Lessor, as lessor, and the County, as lessee, whereby the County has leased from the Lessor the Site to be acquired by the Lessor and the Library to be constructed thereon (collectively, the "Project" ) ; and WHEREAS, pursuant to the Lease, and subject to the right of the County to terminate the Lease and other limitations as therein provided, the County will pay certain Base Rentals and Additional Rentals (as such terms are defined in the Lease) in consideration for the right of the County to use the Project; and WHEREAS, pursuant to this Indenture, the right of the Lessor to receive the Base Rentals and certain other payments as provided herein and in the Lease (with certain exceptions as provided herein and in the Lease) have been assigned to the Trustee; and B 1178 REC 0212 )8 12/04/87 10: 38 516£ 0 7/056 F 1781 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO WHEREAS, pursuant to this Indenture, the Lessor has also granted to the Trustee a first mortgage on and a security interest in the Project, subject only to Permitted Encumbrances; and WHEREAS, there will be executed and delivered by the Trustee pursuant to this Indenture one or more Certificates of Participation (the "Certificates" ) , evidencing assignments of proportionate interests in rights to receive Base Rentals and certain other payments, which rights have been assigned to the Trustee by the Lessor; and WHEREAS, the net proceeds from the sale of the Certificates to the registered owners of the Certificates (the "Participants" ) will be disbursed by the Trustee to acquire the Site from the County and, at the direction of the County (as further provided in the Lease) , for the acquisition, construction and equipping of the Library and for other purposes set forth herein; and WHEREAS, the Trustee has entered into this Indenture for and on behalf of the Participants, and will hold its rights hereunder, including its rights with respect to the Project, except as otherwise specifically provided herein, for the equal and proportionate benefit of the Participants, and will disburse moneys received by the Trustee in accordance with this Indenture; and WHEREAS, the Certificates are to be in substantially the form set forth in Exhibit A to this Indenture, with such necessary or appropriate variations, omissions and insertions as permitted or required by this Indenture; and WHEREAS, all things necessary to make the Certificates, when authenticated and delivered by the Trustee and executed by the Lessor as in this Indenture provided, legal, valid and binding assignments of proportionate interests in rights to receive Revenues and certain other payments, as herein provided, and to constitute this Indenture a valid, binding and legal instrument for the security of the Certificates in accordance with its terms, have been done and performed; NOW, THEREFORE, THIS MORTGAGE AND INDENTURE OF TRUST WITNESSETH: That the Lessor, in consideration of the premises and the mutual covenants herein contained and for the benefit of the Participants and the sum of One Dollar ($1 .00) to it duly paid by the Trustee at or before the execution of these presents, and for other good and valuable consideration, the -2- 0809D B 1178 REC 0212; ,8 12/04/87 10: 38 J168 .0 8/056 F 1782 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO receipt of which is hereby acknowledged, in order to secure the payment of the principal of, premium, if any, and interest on all Certificates at any time outstanding under this Indenture, according to their tenor and effect, and to secure the performance and observance of all the covenants and conditions in the Certificates and herein contained, and to declare the terms and conditions upon and subject to which the Certificates are issued and secured, has executed and delivered this Indenture and has granted, bargained, sold, warranted, mortgaged, aliened, remised, released, conveyed, assigned, pledged, set over and confirmed, and by these presents does grant, bargain, sell, warrant, mortgage, alien, remise, release, convey, assign, pledge, set over and confirm unto Central Bank of Denver, a Banking Corporation, as Trustee, and to its successors and assigns forever, all and singular the following described property, franchises and income: (a) the real estate constituting the Site, as more fully described in Exhibit B hereto, and all buildings, additions and real property improvements now or hereafter located thereon and the tenements, hereditaments, appurtenances, rights, privileges and immunities thereto belonging or appertaining, subject only to Permitted Encumbrances, as defined in the Lease; (b) all rights, title and interest of the Lessor in, to and under the Lease (except the rights of the Lessor under Sections 13 . 3 and 14. 6 of the Lease) ; (c) all Revenues and any other receipts received by or on behalf of the Lessor pursuant to the Lease including, without limitation, (i ) all Base Rentals (as defined in the Lease) to be received from the County pursuant to the Lease, under the terms of which Base Rentals are to be paid directly to the Trustee; ( ii ) all Net Proceeds of insurance received pursuant to the Lease; and (iii) all rights to enforce payments under the Lease when due or to otherwise enforce rights under the Lease for the benefit of the Participants (but excluding the rights of the Lessor under Sections 13 .3 and 14. 6 of the Lease) ; (d) The Project Documents, including all extensions and renewals of the term thereof, if any, together with certain rights, titles and interests of the County in and to the Project Documents, including, but not limited to, the present and continuing right to make claim for, collect, receive and receipt for any of the sums, amounts, income, revenues, issues and profits -3- 08090 B 1178 REC 021s ,08 12/04/87 10 : 38 S16 30 9/056 F 1783 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO and any other sums of money payable or receivable under the Project Documents, to bring actions and proceedings thereunder or for the enforcement thereof, and to do any and all things which the County under the Project Documents is or may become entitled to; and (e) all moneys and securities from time to time held by the Trustee under this Indenture and any and all other real or personal property of every name and nature from time to time hereafter by delivery or by writing of any kind specially mortgaged, pledged or hypothecated, as and for additional security hereunder, by the Lessor, or by anyone on its behalf, in favor of 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 subject to the terms hereof. TO HAVE AND TO HOLD the same with all privileges and appurtenances hereby conveyed and assigned, or agreed or intended to be, to the Trustee and its successors in said trust and assigns forever; IN TRUST, NEVERTHELESS, upon the terms herein set forth for the equal and proportionate benefit, security and protection of all Participants, without privilege, priority or distinction as to the lien or otherwise of any of the Certificates over any other of the Certificates; PROVIDED, HOWEVER, that if the principal of the Certificates and the premium, if any, and the interest due or to become due thereon, shall be paid at the times and in the manner mentioned in the Certificates according to the true intent and meaning thereof, and if there are paid to the Trustee all sums of money due or to become due to the Trustee in accordance with the terms and provisions hereof, then upon such final payment this Indenture and the rights hereby granted shall cease, determine and be void; otherwise this Indenture to be and remain in full force and effect. THIS INDENTURE FURTHER WITNESSETH and it is expressly declared, that all Certificates issued and secured hereunder are to be executed, authenticated and delivered and all said property, rights, interests, revenues and receipts hereby pledged, assigned and mortgaged are to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as hereinafter expressed, and the Lessor has agreed and covenanted, and does hereby agree and covenant, with the Trustee for the benefit of the Participants, as follows : -4- 0809D B 1178 REC 0212. )8 12/04/87 10: 38 5168. 0 10/056 F 1784 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO ARTICLE I DEFINITIONS AND CONSTRUCTION Section 1 .01. Definitions. All words and phrases defined in Article I of the Lease shall have the same meaning in this Indenture. In addition, the following terms, except where the context indicates otherwise, shall have the respective meanings set forth below. "Business Day" means any day other than a Saturday, Sunday or legal holiday or day on which banking institutions in the city in which the Trustee has its principal corporate trust office are authorized or required by law to close. "Event of Default" means those defaults specified in Section 7. 01 of this Identure. "Federal Securities" means direct obligations of, or obligations the timely payment of principal and interest of which are fully and unconditionally guaranteed by, the United States of America. "Opinion of Counsel" means an opinion in writing of legal counsel, who may be counsel to the Trustee, the County or the Lessor. "Outstanding" or "Certificates Outstanding" means all Certificates which have been executed and delivered, except: (a) Certificates canceled or which shall have been surrendered to the Trustee for cancellation; (b) Certificates in lieu of which other Certificates have been authenticated under Section 2 . 08 or 2 . 09 of this Indenture; and (c) Certificates which shall have been redeemed as provided in Article IV of this Indenture (including Certificates redeemed on a partial payment as provided in Section 4. 02 of this Indenture) . "Permitted Investments" means the investments described in Article V of this Indenture. "Person" means natural persons, firms, associations, corporations and public bodies. "Regular Record Date" means the fifteenth day (whether or not a Business Day) next preceding each interest payment date for the Certificates (other than a Special Record Date) . -5- O809D B 1178 REC 021: 08 12/04/87 10: 38 S16 . 00 11/056 F 1785 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO "Special Record Date" means a special date fixed to determine the names and addresses of registered owners of the Certificates for purposes of paying interest on a special interest payment date for the payment of defaulted interest, all as further provided in Section 2 . 02 hereof. "Termination Event" means ( a) an Event of Nonappropriation, (b) an Event of Default under the Lease followed by a determination by the Trustee to terminate the Lease, or (c) an exercise by the County of its right to terminate the Lease under Section 10. 3 of the Lease. "Trust Estate" means the property mortgaged, pledged and assigned to the Trustee pursuant to the granting clauses hereof. Section 1 . 02 . Construction. In this Indenture, unless the context otherwise requires: (a) Articles and Sections referred to by number shall mean the corresponding Articles and Sections of this Indenture. (b) The terms "hereby, " "hereof, " "hereto, " "herein, " "hereunder" and any similar terms refer to this Indenture, and the term "hereafter" shall mean after, and the term "heretofore" shall mean before, the date of execution and delivery of this Indenture. (c) Words of the masculine gender shall mean and include correlative words of the female and neuter genders, and words importing the singular number shall mean and include the plural number and vice versa. (d) Words importing the redemption of a Certificate or the calling of a Certificate for redemption do not include or connote the payment of such Certificate at its stated maturity or the purchase of such Certificate. (e) References in this Indenture to particular sections of the Code, statutes or any other legislation shall be deemed to refer also to any successor sections thereto or other redesignations for codification purposes and shall be deemed to include any related Regulations. (f) The terms "receipt, " "received, " "recovery, " "recovered" and any similar terms, when used in this Indenture with respect to moneys or payments due, shall be deemed to refer to the passage of physical possession and control of such moneys and payments to the Trustee. -6- 08O9D B 1178 REC 0212 )8 12/04/87 10 : 38 y16L .0 12/056 F 1786 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO ARTICLE II AUTHORIZATION, TERMS, EXECUTION AND ISSUANCE OF CERTIFICATES Section 2 . 01 . Authorized Amount of Certificates. No Certificates may be issued hereunder except in accordance with this Article II . The aggregate principal amount of Certificates that may be issued shall be $317, 000, except as provided in Section 2 . 11 of this Indenture. Section 2 . 02 . Issuance of Certificates. In order to provide funds for the payment of the Cost of Construction and to provide moneys for deposit in the funds and accounts created hereunder, the Certificates shall be issued in the form attached hereto as Exhibit A and shall constitute assignments of proportionate undivided interests in the right to receive Revenues under the Lease. The Certificates shall be issuable solely as fully registered Certificates without coupons in the denominations of $1, 000 and any integral multiple thereof. The Certificates shall be lettered "R" and shall be numbered separately from 1 upward. The Certificates shall be dated as of December 1, 1987 . The Certificates shall bear interest from December 1, 1987, if authenticated prior to June 1, 1988, or if authenticated on any later date, the Certificates shall bear interest from the June 1 or December 1 next preceding their date of authentication, or if authenticated on a June 1 or December 1, the Certificates shall bear interest from such date; provided, however, that if interest on the Certificates shall be in default, Certificates issued in exchange for Certificates surrendered for transfer or exchange shall bear interest from the date to which interest has been paid in full on the Certificates so surrendered. The Certificates shall mature on December 1 of the years, and in the amounts, and shall bear interest from their dates at the rates, set forth below: Maturity Date Interest (December 1) Amount Rate 1988 $72, 000 5 . 75% 1989 75, 000 6.25 1990 80, 000 6. 50 1991 90, 000 6. 75 -7- 0809D B 1178 REC 021 408 12/04/87 10 : 38 1( 00 13/056 r' 1787 MARY ANN FEUERSTEIN CLERK & RECORDEx WELD CO, CO The principal of and premium, if any, on the Certificates shall be payable to the registered owner thereof as shown on the registration books of the County kept by the Trustee, upon presentation and surrender thereof at the principal corporate trust office of the Trustee or its successor. Payment of interest on any Certificate shall be made to the registered owner thereof by check or draft mailed by the Trustee, on or before each interest payment date (or, if such interest payment date is not a Business Day, on or before the next succeeding Business Day) , to the registered owner thereof at his or her address as shown on the registration books of the County kept by the Trustee at the close of business on the Regular Record Date for such interest payment date; but any such interest not so timely paid or duly provided for shall cease to be payable to the person who is the registered owner thereof at the close of business on the Regular Record Date and shall be payable to the person who is the registered owner thereof at the close of business on a Special Record Date for the payment of any such defaulted interest. Such Special Record Date shall be fixed by the Trustee whenever moneys become available for payment of the defaulted interest, and notice of the Special Record Date shall be given to the registered owners of the Certificates not less than ten days prior thereto by first-class mail to each such registered owner as shown on the register on a date selected by the Trustee, stating the date of the Special Record Date and the date fixed for the payment of such defaulted interest. The Trustee may make payments of interest on any Certificate by such alternative means as may be mutually agreed to between the registered owner of such Certificate and the Trustee. All such payments shall be made in lawful money of the United States of America without deduction for the services of the Trustee. Section 2 .03 . Limited Obligation. Each Certificate shall evidence the assignment of a proportionate undivided interest in the right to receive Revenues under the Lease. The Certificates are payable solely from Revenues as, when and if the same are received by the Trustee. The Revenues are to be held in trust by the Trustee for such purposes in the manner and to the extent provided herein. NEITHER THE LEASE NOR THE CERTIFICATES CONSTITUTE A GENERAL OBLIGATION OR OTHER INDEBTEDNESS OF THE COUNTY WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION. NEITHER THE LEASE, THE INDENTURE NOR THE CERTIFICATES HAVE DIRECTLY OR INDIRECTLY OBLIGATED THE COUNTY TO MAKE ANY PAYMENTS BEYOND THOSE APPROPRIATED FOR ANY FISCAL YEAR IN WHICH THE LEASE SHALL BE IN EFFECT. EXCEPT TO THE EXTENT PAYABLE FROM THE PROCEEDS OF THE SALE OF THE -8- 0809D B 1178 REC 0212 )8 12/04/87 10 : 38 16E 0 14/056 F 1788 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO CERTIFICATES AND INCOME FROM THE INVESTMENT THEREOF, FROM NET PROCEEDS OF CERTAIN INSURANCE POLICIES, PERFORMANCE BONDS AND CONDEMNATION AWARDS, FROM NET PROCEEDS RECEIVED AS A CONSEQUENCE OF DEFAULTS UNDER CONSTRUCTION CONTRACTS, FROM NET PROCEEDS OF FORECLOSURE AND SALE OF THE PROJECT OR FROM OTHER AMOUNTS MADE AVAILABLE UNDER THE INDENTURE, THE CERTIFICATES WILL BE PAYABLE DURING THE LEASE TERM SOLELY FROM BASE RENTALS TO BE PAID BY THE COUNTY UNDER THE LEASE AND THE INCOME FROM CERTAIN INVESTMENTS THEREUNDER. ALL PAYMENT OBLIGATIONS OF THE COUNTY UNDER THE LEASE, INCLUDING, WITHOUT LIMITATION, THE OBLIGATION OF THE COUNTY TO PAY BASE RENTALS, ARE FROM YEAR TO YEAR ONLY AND DO NOT CONSTITUTE A MANDATORY PAYMENT OBLIGATION OF THE COUNTY IN ANY FISCAL YEAR BEYOND A FISCAL YEAR IN WHICH THE LEASE SHALL BE IN EFFECT. THE LEASE IS SUBJECT TO ANNUAL RENEWAL AT THE OPTION OF THE COUNTY AND WILL BE TERMINATED UPON THE OCCURRENCE OF AN EVENT OF NONAPPROPRIATION. IN SUCH EVENT, ALL PAYMENTS FROM THE COUNTY UNDER THE LEASE WILL TERMINATE, AND THE CERTIFICATES AND THE INTEREST THEREON WILL BE PAYABLE FROM CERTAIN MONEYS, IF ANY, HELD BY THE TRUSTEE UNDER THE INDENTURE AND ANY MONEYS MADE AVAILABLE FROM FORECLOSURE ON THE PROJECT. Section 2 .04. Execution of the Certificates. Each Certificate shall be executed by the manual or facsimile signature of the Chairman of the Board of Commissioners of the County, shall be attested with the manual or facsimile signature of the County Clerk of the County and shall bear the original or facsimile of the seal of the County. In addition, each Certificate shall be authenticated by the manual signature of any duly authorized representative of the Trustee. In case any official of the Trustee or of the County whose signature shall appear on the Certificates shall cease to be such official before delivery of the Certificates, such signature shall nevertheless be valid and sufficient for all purposes, the same as if he or she had remained in office until delivery. Section 2 . 05 . Authentication. No Certificate shall be valid or obligatory for any purpose or entitled to any security or benefit hereunder unless and until executed and authenticated in the manner prescribed by Section 2 .04 of this Indenture, and such execution and authentication of any Certificate shall be conclusive evidence that such Certificate has been properly issued and delivered hereunder. Section 2 . 06. Form of Certificates. The Certificates shall be substantially in the form set forth in Exhibit A to this Indenture, with such appropriate variations, omissions and insertions as permitted or required hereby. -9- 0809D B 1178 REC 02123 Z 12/04/87 10 : 38 f168 . 15/056 F 1789 MARY ANN FrUERSTEIN CLERK & RECORDER WELD CO, CO Section 2 . 07 . Delivery of the Certificates. Upon the execution and delivery of this Indenture, the Trustee shall authenticate and deliver the Certificates in the aggregate principal amount of $317, 000 to the Original Purchaser, as provided in this Section 2 .07 . (a) Prior to the delivery by the Trustee of any of the Certificates, there shall be filed with the Trustee (i ) originally executed counterparts of the Lease and this Indenture, and ( ii) a certified copy of the resolution adopted by the Board approving the Lease. (b) Thereupon, the Trustee shall deliver the Certificates to the Original Purchaser, upon payment to the Trustee of a sum specified in a separate agreement between the County and the Original Purchaser, plus accrued interest on the Certificates to the date of delivery. Such sum shall be deposited as set forth in Article III hereof. Section 2 .08. Mutilated, Lost, Stolen or Destroyed Certificates. In the event that any Certificate is mutilated, lost, stolen or destroyed, a new Certificate may be authenticated on behalf of the Trustee, of like date, maturity and denomination as that mutilated, lost, stolen or destroyed; provided that the Trustee shall have received indemnity from the registered owner of the Certificate satisfactory to it and provided further, in case of any mutilated Certificate, that such mutilated Certificate shall first be surrendered to the Trustee, and in the case of any lost, stolen or destroyed Certificate, that there shall be first furnished to the Trustee evidence of such loss, theft or destruction satisfactory to the Trustee. In the event that any such Certificate shall have matured, instead of issuing a duplicate Certificate, the Trustee may pay the same without surrender thereof. The Trustee may charge the registered owner of the Certificate with its reasonable fees and expenses in this connection. Section 2 . 09. Registration of Certificates; Persons Treated as Registered Owners; Transfer and Exchange of Certificates. Books for the registration and for the transfer of Certificates shall be kept by the Trustee, which is hereby appointed the registrar. Upon surrender for transfer of a Certificate at the principal corporate trust office of the Trustee, duly endorsed for transfer or accompanied by an assignment duly executed by the registered owner or the attorney of such registered owner duly authorized in writing, the Trustee shall execute and deliver in the name of the transferee or transferees a new fully registered Certificate or Certificates. -1O- 0809D B 1178 REC 0212. )8 12/04/87 10 : 38 S162 0 16/056 F 1790 MARY ANN FEUERSTEIN CLERK & RECORDER GELD CO, CO The Trustee shall not be required to transfer the Certificates during the period of 15 days next preceding any interest payment date of such Certificate nor to exchange any Certificate after the mailing of notice calling such Certificate for redemption has been given as herein provided, nor during the period of 15 days next preceding the giving of such notice of redemption. As to the Certificate, the person in whose name the same shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of either principal or interest on the Certificate shall be made only to or upon the written order of the registered owner thereof or his or her legal representative, but such registration may be changed as hereinabove provided. All such payments shall be valid and effectual to satisfy and discharge such Certificate to the extent of the sum or sums paid. The Trustee shall require the payment, by any Participant requesting transfer of Certificates, of any tax, trustee' s fee, governmental fee or other charge required to be paid with respect to such transfer. Section 2 . 10. Cancellation of Certificates. Whenever any Outstanding Certificates shall be delivered to the Trustee for cancellation pursuant to this Indenture, upon payment thereof or for or after replacement pursuant to Section 2 .08 or 2 . 09 of this Indenture, such Certificates shall be promptly canceled and burned or otherwise destroyed by the Trustee, and counterparts of a certificate of destruction evidencing such burning or other destruction shall be furnished by the Trustee to the County. Section 2 . 11. Issuance of Additional Certificates. So long as the Lease Term shall remain in effect and no Termination Event shall have occurred, one or more issues of additional Certificates (the "Additional Certificates" ) may be issued upon the terms and conditions provided herein. Additional Certificates may be issued to provide funds to pay any one or more of the following: ( i ) the costs of refunding all or any of the Outstanding Certificates; (ii ) the costs of completing the acquisition, construction and equipping of the Project (and costs reasonably related thereto) , in excess of the amount available therefor in the Construction Fund pursuant to Section 3 . 07 of this Indenture; ( iii ) the costs of making at any time or from time to time such substitutions, additions, modifications and improvements in, on or to the Project as the County may deem necessary or -11- O8O9D B 1178 REC 0212340E 12/04/87 10: 38 (168. 00 17/056 F 1791 MARY ANN FEU,RSTEIN CLERK & RECORDER WELu CO, CO desirable; (iv) the costs of financing the acquisition and construction of any other capital improvements or capital items for the County; and (v) the costs of the issuance and sale of the Additional Certificates and capitalized interest for the construction period, and such other costs reasonably related to the financing as shall be agreed upon by the County and the Trustee. In the event that amounts available therefor in the Construction Fund are not sufficient to complete the Project, the Trustee, together with the County and the Lessor, shall use its best efforts to issue Additional Certificates to complete the Project. Additional Certificates may be issued only upon there being filed with the Trustee: (a) Originally executed counterparts of a supplemental Indenture and an amendment to the Lease adopted in accordance with the requirements of Article IX hereof, including requirements regarding approval of the Participants, if applicable, expressly providing that, for all the purposes hereof, the Project shall include any property, buildings or equipment being financed by the Additional Certificates, and that the Certificates being issued as well as any Certificates and Additional Certificates theretofore issued comply with the provisions of this Indenture, except that the date or dates of the Additional Certificates, the rate or rates of interest on the Additional Certificates, the time or times of payment of the interest thereon and the principal amount thereof, and provisions for the redemption thereof, if any, all shall be as provided in the supplemental Indenture and amendment to the Lease rather than as provided in this Indenture, and further providing for an increase in the Base Rentals required to be paid to the Trustee under Exhibit A to the Lease in such amount as shall be necessary to pay (assuming that no Termination Event shall occur) the principal of, premium, if any, and interest on the Certificates then Outstanding as well as the Additional Certificates proposed to be issued. (b) A written opinion of nationally recognized municipal bond counsel acceptable to the County and the Trustee to the effect that the amendment to the Lease and the authentication of the Additional Certificates have been duly authorized, that the amendment to the Lease is valid and enforceable against the County, that the excludability from federal income taxation of the -12- O8O9D B 1178 REC 021234 12/04/87 10 : 38 168 . k 18/056 F 1792 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO interest on the Certificates and Additional Certificates theretofore issued will not be adversely affected by the issuance of the Additional Certificates being issued, and that the issuance, sale and delivery of the Additional Certificates will not constitute a default under the Lease or this Indenture. (c) Evidence that the amount of the title insurance policy or policies required by Section 7 . 4 of the Lease has been increased, if necessary, to reflect the amount of the Certificates and Additional Certificates theretofore issued plus the Additional Certificates. (d) A written order to the Trustee by the County to authenticate the Additional Certificates and to deliver them to the purchaser or purchasers therein identified upon payment to the Trustee of a specified sum plus accrued interest. Each of the Additional Certificates issued pursuant to this Section 2 . 11 shall evidence assignment of a proportionate interest in rights to receive Revenues under the Lease, as amended, proportionately and ratably secured with the Certificates originally issued and all other issues of Additional Certificates, if any, issued pursuant to this Section 2 . 11, without preference, priority or distinction of any Certificates or Additional Certificates over any other. Anything contained in this Indenture to the contrary notwithstanding, Additional Certificates shall in all cases bear interest at fixed interest rates. ARTICLE III REVENUES AND FUNDS Section 3 .01 . Source of Payment of Certificates. The Certificates shall be payable solely from Revenues received by the Trustee and do not constitute a general obligation or other indebtedness of the County within the meaning of any constitutional or statutory debt limitation. Revenues, when, as and if received by the Trustee, shall be held hereunder for payment of the principal of, premium, if any, and interest on the Certificates as provided in this Indenture. Section 3 . 02 . Creation of the Certificate Fund. A special fund is hereby created and established with the Trustee, to be designated "Weld County, Colorado, Library Lease Purchase Agreement, Certificate of Participation Fund, " -13- 0809D B 1178 REC 021234 12/04/87 10 : 38 5168. 19/056 F 1793 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO which shall be used to pay the principal of, premium, if any, and interest on the Certificates. Within the Certificate Fund there are hereby created and ordered established an Interest Account and a Principal Account, moneys in which shall be used as set forth in Section 3 . 05 of this Indenture. Section 3 . 03 . Payments Into the Interest Account of the Certificate Fund. There shall be deposited into the Interest Account of the Certificate Fund (a) all accrued interest received at the time of the issuance, sale and delivery of the Certificates; (b) that portion of each payment of Base Rentals made by the County which is designated and paid as interest under Exhibit B to the Lease; and (c) all other moneys received by the Trustee under this Indenture to be used for the purpose of paying interest on the Certificates. Section 3 . 04. Payments Into the Principal Account of the Certificate Fund. There shall be deposited into the Principal Account of the Certificate Fund (a) that portion of each payment of Base Rentals made by the County which is designated and paid as principal under Exhibit B to the Lease and (b) all other moneys received by the Trustee under this Indenture to be used for the purpose of paying the principal of the Certificates. Section 3 .05 . - Use of Moneys in the Certificate Fund. Moneys in the Interest Account of the Certificate Fund shall be used solely for the payment of the interest on the Certificates. Moneys in the Principal Account of the Certificate Fund shall be used solely for the payment of the principal of the Certificates. In the event the Certificates are to be redeemed in whole, any moneys remaining in the Certificate Fund shall be applied to such redemption along with other moneys held by the Trustee for such purpose. Amounts deposited into the Certificate Fund shall be depleted at least once a year except for an amount not to exceed the greater of one year' s earnings on the Certificate Fund or 1/12th of the annual debt service on the Certificates . Section 3 . 06. Custody of the Funds. All Funds created under this Indenture shall be in the custody of the Trustee, subject to the provisions of this Indenture. Section 3 . 07 . Creation of the Construction Fund. A special fund is hereby created and established with the Trustee to be designated "Weld County, Colorado, Library Lease Purchase Agreement, Construction Fund" . The balance of the proceeds of the sale of the Certificates (net of any costs of issuance) remaining after the deduction provided by -14- 0809D B 1178 REC 0212340 12/04/87 10 : 38 168 . 01 20/056 F 1794 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO Section 3 . 03 (a) of this Indenture has been made, shall be deposited into the Construction Fund. Any moneys held as part of the Construction Fund shall be invested and reinvested by the Trustee in accordance with Article V of this Indenture, and the income therefrom shall be retained in the Construction Fund and used to pay Costs of Construction. Moneys held in the Construction Fund shall be disbursed in accordance with the provisions of Section 7 .2 of the Lease. The Trustee shall keep and maintain adequate records pertaining to the Construction Fund and all disbursements therefrom as reasonably directed by the County. After the Project has been completed and the certificate received as required by Section 7 . 3 of the Lease, and after any amounts in the Construction Fund are deposited to the Certificate Fund or Extraordinary Redemption Fund as provided in Section 3 .08 of this Indenture, the Trustee shall file an accounting thereof with the County. Section 3 . 08. Application of Construction Fund Subsequent to Completion of Construction. Upon receipt of the certificate required by Section 7 . 3 of the Lease as to the completion of the Project, the Trustee shall retain in the Construction Fund a sum equal to the amount estimated by the County Representative to be necessary for payment of the Cost of Construction not then due and payable . The balance, if any, remaining in the Construction Fund shall be deposited in the Certificate Fund and applied to the next payment or payments of Base Rentals or, at the instruction of the County, shall be deposited to the Extraordinary Redemption Fund. Section 3 . 09 . Creation of the Extraordinary Redemption Fund. There is hereby created and established with the Trustee the "Weld County, Colorado, Library Lease Purchase Agreement, Extraordinary Redemption Fund" into which shall be deposited all Extraordinary Revenues which are to be applied for the redemption of the Certificates on the first Business Day for which notice of redemption may be given. Moneys on deposit in the Extraordinary Redemption Fund shall be disbursed for redemption of the Certificates as provided in Section 4. 01 of this Indenture. Any income from investment of moneys in the Extraordinary Redemption Fund shall be deposited into the Certificate Fund. Section 3 . 10. Creation of Special Construction Fund. Upon direction of the County, there shall be created and established with the Trustee the "Special Construction Fund" pursuant to Section 7 . 1 of the Lease. Amounts deposited therein by the County shall be expended solely for the purchase of moveable personal property for use in or on the -15- 0809D B 1178 REC 0212,408 12/04/87 10: 38 X168. 00 21/056 F 1795 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO Project or for the purpose of paying any other expense related to the leasehold estate of the County, which in the opinion of nationally recognized municipal bond counsel located within the State, shall not adversely affect the validity and enforceability of the Lease. Section 3 . 11 . Nonpresentment of Certificates. In the event any Certificate shall not be presented for payment when due, if funds sufficient to pay such Certificate shall have been made available to the Trustee for the benefit of the registered owner thereof, it shall be the duty of the Trustee to hold such funds for a period of six years, without liability for interest thereon, for the benefit of the registered owner of such Certificate, who shall be restricted exclusively to such funds for any claim of whatever nature on his or her part under the Lease or this Indenture or on or with respect to such Certificate. Any unclaimed funds remaining after the expiration of the six year period shall be returned by the Trustee to the County. Section 3 . 12 . Reports to County. Not less than once during each calendar year, the Trustee shall provide the County with an accounting for all receipts to and disbursements from the funds and accounts created hereunder. Section 3 . 13 . Repayment to the County from the Trustee. Upon a discharge and a defeasance of this Indenture pursuant to Article VI hereof, any amounts remaining in the Certificate Fund, the Construction Fund, the Extraordinary Redemption Fund or otherwise held by the Trustee pursuant thereto shall be paid to the County as a return of an overpayment of Base Rentals. ARTICLE IV REDEMPTION OF CERTIFICATES Section 4. 01. Redemption Dates and Prices. The Certificates are subject to redemption as set forth below: (a) The Certificates shall be called for redemption on any interest payment date in the event of, and to the extent that moneys are actually received by the Trustee from, the exercise by the County of its option to purchase the Project, as provided in the Lease, upon payment of the then applicable Purchase Option Price; provided, however, that paragraph (b) below, and not this paragraph ( a) , shall apply in the event that the Purchase Option Price is paid from moneys borrowed by the County or derived from any installment purchase or lease purchase financing by the County. -16- 0809D B 1178 REC 021: 08 12/04/87 10: 38 f16 30 22/056 r' 1796 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO (b) In the event that the Purchase Option Price is paid from moneys borrowed by the County or derived from any installment purchase or lease purchase financing by the County, the Certificates maturing on or before December 1, 1989 shall not be callable for redemption prior to maturity; and the Certificates maturing on or after December 1, 1990, shall be callable for redemption prior to maturity, at the option of the County, on December 1, 1989 and on any interest payment date thereafter upon payment of the principal amount plus accrued interest to the redemption date. (c) The Certificates shall be called for redemption in the event and only to the extent that Extraordinary Revenues are deposited into the Extraordinary Redemption Fund, other than as provided in paragraph (a) , (b) or (d) of this Section. (d) The Certificates shall also be called for redemption as set forth in Section 4.02 of this Indenture. If called for redemption pursuant to (a) or (b) above, the then Outstanding Certificates shall be redeemed in whole. If called for redemption pursuant to (c) above, the Certificates shall be redeemed in whole, or in part in inverse order of maturity and by lot within any maturity, on the first Business Day for which notice of redemption may be given, at a redemption price (expressed as a percentage of principal amount) of 100% plus accrued interest to the redemption date. When Certificates are redeemed in part, the schedule of Base Rentals set forth in Exhibit B to the Lease shall be recalculated by the Trustee. Section 4. 02 . Redemption Upon Termination of the Lease Term by Reason of Certain Events. The Certificates are callable for redemption upon the occurrence of a Termination Event. If the Certificates are to be redeemed subsequent to a Termination Event, the Participants shall have no right to payment from the County, the Lessor or the Trustee, in redemption of their Certificates or otherwise, except as expressly set forth in this Section 4.02 . Upon the occurrence of a Termination Event, the Trustee shall commence proceedings for the foreclosure and sale of the Project as provided in Sections 7 . 02 and 7 . 05 of this Indenture, and the Certificates then outstanding shall be -17- 0809D B 1178 REC 0212 D8 12/04/87 10: 38 16i )0 23/056 F 1797 MARY ANN r'EUERSTEIN CLERK & RECORDER WELD CO, CO redeemed by the Trustee from and only to the extent of the Net Proceeds of such foreclosure and sale of the Project and all other moneys, if any, then on hand and being held by the Trustee for the Participants at 100% of the principal amount thereof plus accrued interest to the redemption date (provided, however, that moneys in the Construction Fund may be used by the Trustee to complete, repair or modify the Project, to the extent provided in the Lease and this Indenture) . In the event that such Net Proceeds of foreclosure and sale and other moneys shall be insufficient to redeem the Certificates at 100% of the principal amount thereof plus accrued interest to the redemption date, then such Net Proceeds of foreclosure and sale and other moneys shall be allocated proportionately among the Certificates, according to the principal amount thereof outstanding. In the event that such Net Proceeds of foreclosure and sale and other moneys are in excess of the amount required to redeem the Certificates then outstanding at 100% of the principal amount thereof plus accrued interest to the redemption date, then such excess moneys shall be paid to the County. Prior to any distribution of the Net Proceeds of such foreclosure and sale in redemption of the Certificates pursuant to this Section 4. 02, the Trustee shall be entitled to payment of its customary fees for all services rendered in connection with such foreclosure and sale, as well as reimbursement for all costs and expenses incurred thereby, from proceeds of such foreclosure and sale. If the Certificates are to be redeemed subsequent to a Termination Event for an amount less than the aggregate principal amount thereof plus accrued interest to the redemption date, no registered owner of any Certificate shall have any further claim for payment against the County, the Lessor or the Trustee. Section 4. 03 . Notice of Redemption. Notice of the call for any redemption, identifying the Certificates or portions thereof to be redeemed and specifying the terms of such redemption, shall be given by the Trustee, upon being satisfactorily indemnified as to expenses, by mailing, first class, return receipt requested, a copy of the redemption notice by registered or certified mail at least 30 days and not more than 60 days prior to the date fixed for redemption to the registered owner of each Certificate to be redeemed at the address shown on the registration books; provided, however, that failure to give such notice by mailing, or any defect therein, shall not affect the validity of any proceedings for the redemption of Certificates as to which no such failure has occurred. Any notice mailed as provided in this Section shall be conclusively presumed to have been duly given, whether or not the registered owner receives the notice. -18- 0809D B 1178 REC 0212'8 12/04/87 10 : 38 168 ^ 1 24/056 F 1798 MARY ANN LEUERSTEIN CLERK & RECORDER WELD CO, CO If at the time of mailing of notice of redemption there shall not have been deposited with the Trustee moneys sufficient to redeem all the Certificates called for redemption, which moneys are or will be available for redemption of Certificates, such notice will state that it is conditional upon the deposit of the redemption moneys with the Trustee not later than the opening of business on the redemption date, and such notice shall be of no effect unless such moneys are so deposited. Section 4.04. Redemption Payments. Prior to the date fixed for redemption, funds shall be deposited with the Trustee to pay, and the Trustee is hereby authorized and directed to apply such funds to the payment of, the Certificates called, together with accrued interest thereon to the redemption date, and any required premium. Upon the giving of notice and the deposit of such funds as may be available for redemption pursuant to this Indenture (which, in the case of redemption pursuant to Section 4. 02 above, may be less than the full principal amount of the outstanding Certificates and accrued interest thereon to the redemption date) , interest on the Certificates or portions thereof thus called shall no longer accrue after the date fixed for redemption. The Trustee shall pay to the registered owners of Certificates so redeemed the amounts due on their respective Certificates, at the principal corporate trust office of the Trustee upon presentation and surrender of the Certificates; provided, however, that, if redeemed in part, the Certificates may be redeemed only in multiples of $1, 000. Redemption payments shall be accompanied by a written designation prepared by the Trustee stating the portion of the payment representing the unpaid principal amount of the Certificate immediately prior to the payment, the portion of the payment representing interest, and the remaining portion, if any, which shall be designated and paid as a redemption premium. Section 4. 05 . Cancellation. All Certificates which have been redeemed shall not be reissued but shall be canceled and cremated or otherwise destroyed by the Trustee in accordance with Section 2 . 10 hereof. Section 4. 06. Delivery of New Certificates Upon Partial Redemption of Certificates. Upon surrender and cancellation of the Certificates for redemption in part only, a new Certificate or Certificates of the same maturity and of authorized denomination in an aggregate principal amount equal to the unredeemed portion thereof, shall be executed on -19- 0809D B 1178 REC 02123 8 12/04/87 10 : 38 168 . J 25/056 F 1799 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO behalf of and delivered by the Trustee. The expenses of such execution, delivery and exchange shall be paid by the County as Additional Rentals under the Lease. ARTICLE V INVESTMENTS Section 5 . 01 . Investment of Moneys. All moneys held as part of the Certificate Fund, the Construction Fund, the Extraordinary Redemption Fund or any other fund or account created hereunder or under the Lease shall be deposited or invested and reinvested by the Trustee, at the direction of the County, in deposits or investments which are legal deposits or investments for the County ( "Permitted Investments" ) ; provided, however, that the Trustee shall make no deposits or investments of any fund or account created hereunder which shall interfere with or prevent withdrawals for payment of the Cost of Construction or for payment of the Certificates at or before maturity or interest thereon as required hereunder, and further provided that in the absence of any direction from the County, the Trustee shall invest available moneys in United States Treasury Bills maturing approximately 30 days after any such investment. All investments and reinvestments of any amounts pursuant to this Indenture or the Lease shall be made in compliance with the requirements of the No Arbitrage Certificate executed by the County in connection with the issuance of the Certificates, unless the Trustee shall receive an opinion of nationally recognized municipal bond counsel acceptable to the County and the Trustee to the effect that an alternate investment or reinvestment shall not adversely affect the excludability from federal income taxation of interest on the Certificates, in which case such investment or reinvestment shall be made in accordance with such opinion. Any and all such deposits or investments shall be held by or under the control of the Trustee. The Trustee may make any and all such deposits or investments through its own investment department or the investment department of any bank or trust company under common control with the Trustee. The Trustee is specifically authorized to enter into agreements with itself or any other person, which agreements guarantee the repurchase of specific Permitted Investments at specific prices. Income from deposits or investments of moneys in the Extraordinary Redemption Fund shall be deposited into the Certificate Fund, as provided in Section 3 . 09 of this Indenture. Otherwise, deposits or investments shall at all times be a part of the fund or account from which the moneys used to acquire such deposits or investments shall have come, and all income and profits on such deposits or investments shall be credited to, and losses thereon shall be charged against, such fund or -20- 0809D B 1178 REC 021234 12/04/87 10: 38 X168. 1 26/056 F 1800 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO account. In computing the amount in any fund or account held under the provisions of this Indenture, obligations purchased as a deposit or investment of moneys therein shall be valued at the cost or market price thereof, whichever is lower, exclusive of accrued interest. Where market prices for obligations held hereunder are not readily available, the market price for such obligations may be determined in such manner as the Trustee deems reasonable. The Trustee shall sell and reduce to cash a sufficient amount of such deposits or investments whenever the cash balance in any fund or account created hereunder is insufficient to satisfy the purposes of such fund or account. Section 5 . 02 . Arbitrage Certification. In reliance on the direction of investments by the County as provided in Section 5. 01 of this Indenture, and in reliance on the covenant of the County in Section 11 . 7 of the Lease, the Trustee certifies and covenants to and for the benefit of the Participants that so long as any of the Certificates remain Outstanding, moneys in any fund or account held by the Trustee under this Indenture, whether or not such moneys were derived from the proceeds of the sale of the Certificates or from any other source, will not be knowingly deposited or invested in a manner which will cause the Certificates to be classified as "arbitrage bonds" within the meaning of Section 148 of the Code. ARTICLE VI DISCHARGE OF INDENTURE If, when the Certificates secured hereby shall become due and payable in accordance with their terms or otherwise as provided in this Indenture, the whole amount of the principal of, premium, if any, and interest due and payable upon all of the Certificates shall be paid (or, in the case of redemption of the Certificates pursuant to Section 4. 01(d) of this Indenture, if full or partial payment of the Certificates and interest thereon is made as provided in Section 4.02 of this Indenture) , or provision shall have been made for the payment of the same, together with all other sums payable hereunder, then the right, title and interest of the Trustee in and to the Trust Estate and all covenants, agreements and other obligations of the Lessor and the County to the Trustee and the Participants shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, upon the request of the County, the Trustee and the Lessor shall transfer and convey to the County all property assigned, pledged or mortgaged to the Trustee by the Lessor then held by the Lessor or by the Trustee pursuant to this Indenture, and the Lessor and the Trustee shall execute -21- 0809D B 1178 REC 02123 T8 12/04/87 10 : 38 168 ^ ) 27/056 F 1801 MARY ANN £EUERSTEIN CLERK & RECORDER WELD CO, CO such documents as may be reasonably required by the County and shall turn over to the County any surplus in any fund created under this Indenture. All Outstanding Certificates shall, prior to the maturity or redemption date thereof, be deemed to have been paid within the meaning and with the effect expressed in this Article VI if (a) in case said Certificates are to be redeemed on any date prior to their maturity, the County shall have given to the Trustee in form satisfactory to the Trustee irrevocable instructions to give, on a date in accordance with the provisions of Section 4. 03 hereof, notice of redemption of such Certificates on said redemption date, such notice to be given in accordance with the provisions of Section 4. 03 hereof, (b) there shall have been deposited with the Trustee either moneys in an amount which shall be sufficient, or Federal Securities which shall not contain provisions permitting the redemption thereof at the option of the issuer, the principal of and the interest on which when due, and without any reinvestment thereof, will provide moneys which, together with the moneys, if any, deposited with or held by the Trustee at the same time, shall be sufficient, to pay when due the principal of, premium, if any, and interest due and to become due on said Certificates on and prior to the redemption date or maturity date thereof, as the case may be, and (c) in the event said Certificates are not by their terms subject to redemption within the next 60 days, the County shall have given the Trustee in form satisfactory to it irrevocable instructions to give, as soon as practicable in the same manner as the notice of redemption is given pursuant to Section 4. 03 hereof, a notice to the registered owners of such Certificates that the deposit required by (b) above has been made with the Trustee and that said Certificates are deemed to have been paid in accordance with this Section and stating such maturity or redemption date upon which moneys are to be available for the payment of the principal of, premium, if any, and interest on said • Certificates. Neither the Federal Securities nor moneys deposited with the Trustee pursuant to this Article VI or principal or interest payments on any such Federal Securities shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal of, premium, if any, and interest on said Certificates; provided any cash received from such principal or interest payments on such Federal Securities deposited with the Trustee, if not then needed for such purpose, shall, to the extent practicable, be reinvested in Federal Securities of the type described in clause (b) of this paragraph maturing at the times and in amounts sufficient to pay when due the principal of, premium, if any, and interest to become due on said -22- 0809D B 1178 REC 02123 T? 12/04/87 10: 38 X168 . 28/056 F 1802 MARY ANN ErUERSTEIN CLERK & RECORDER WELD CO, CO Certificates on or prior to such redemption date or maturity date thereof, as the case may be. At such time as any Certificates shall be deemed paid as aforesaid, such Certificates shall no longer be secured by or entitled to the benefits of this Indenture and the Lease, except for the purpose of exchange and transfer and any payment from such moneys or Federal Securities deposited with the Trustee. The release of the obligations of the Lessor and the County under this Section shall be without prejudice to the rights of the Trustee to be paid reasonable compensation for all services rendered by it hereunder and all its reasonable expenses, charges and other disbursements incurred with respect to the administration of the trust hereby created and the performance of its powers and duties hereunder. ARTICLE VII DEFAULTS AND REMEDIES Section 7 . 01. Events of Default. If any of the following events occur it is hereby defined as and shall be deemed an "Event of Default" under this Indenture: (a) failure to make any payment of the principal of or premium, if any, on any Certificate when the same shall become due and payable, whether at the stated maturity thereof or upon proceedings for redemption; (b) failure to make any payment of any installment of interest on any Certificate when the same shall become due and payable; or (c) the occurrence of a Termination Event. Section 7 . 02 . Remedies on Default. Upon the occurrence of an Event of Default described in Section 7 . 01(c) of this Indenture, the Trustee shall terminate the Lease Term, shall become entitled to possession of the Project, and shall give notice to the County to vacate the Project as provided in Sections 6. 6 and 14.2 of the Lease, as the case may be. The Trustee shall proceed to foreclose through the courts on the Project, and the Trustee may, or as provided in Section 7 . 03 of this Indenture, shall, without any further demand or notice, take one or any combination of the following additional remedial steps: -23- 0809D B 1178 REC 02125 8 12/04/87 10 : 38 168 3 29/056 F 1803 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO (a) In the event that the Trustee deems a delay in sale of the Project to be in the best interests of the Participants, the Trustee may temporarily lease the Project or any portion thereof for the benefit of the Participants; provided, however, that the Trustee may not lease the Project for longer than one year unless directed to do so by the registered owners of a majority in aggregate principal amount of the Certificates then Outstanding. (b) The Trustee, on behalf of the Lessor, may recover from the County: (i ) the portion of Base Rentals and Additional Rentals which would otherwise have been payable under the Lease allocable to any period in which the County continues to occupy the Project; and ( ii) Base Rentals and Additional Rentals which would otherwise have been payable by the County under the Lease during the remainder, after the County vacates the Project, of the Original or Renewal Term in which such Event of Default occurs; provided, however, that if the Trustee does not proceed to foreclose and sell the Project reasonably promptly after such Event of Default, the Trustee shall be obligated to the County to use its best efforts to lease or sublease the Project for the remainder of such Original or Renewal Term, as provided in paragraph ( a) of this Section 7 . 02 , and the Net Proceeds of such leasing shall be offset against the amount recoverable from the County under this paragraph (ii ) . (c) The Trustee may take whatever action at law or in equity may appear necessary or desirable to enforce its rights in and to the Project under the Lease and this Indenture. No right or remedy is intended to be exclusive of any other rights or remedies, but each and every such right or remedy shall be cumulative and in addition to any other remedy given hereunder or now or hereafter existing at law or , in equity or by statute. However, notwithstanding any other provision of the Lease or this Indenture, any and all remedies against the County under the Lease or this Indenture shall be limited as provided in Section 14.3 of the Lease. -24- 0809D B 1178 REC 02123 ; 12/04/87 10: 38 168. 30/056 F 1804 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO If any Event of Default shall have occurred and if requested by the registered owners of a majority in aggregate principal amount of Certificates then Outstanding and indemnified as provided in Section 8. 01(m) hereof, the Trustee shall be obligated to exercise such one or more of the rights and powers conferred by this Section as the Trustee, being advised by counsel, shall deem most expedient in the interests of the Participants. Section 7. 03 . Majority of Participants May Control Proceedings. Anything in this Indenture to the contrary notwithstanding, the registered owners of a majority in aggregate principal amount of the Certificates then Outstanding shall have the right, at any time, to the extent permitted by law, by an instrument or intruments in writing executed and delivered to the Trustee, to direct the time, method and place of conducting all proceedings to be taken in connection with the enforcement of the terms and conditions of this Indenture, or for the appointment of a receiver, and any other proceedings hereunder; provided that such direction shall not be otherwise than in accordance with the provisions hereof. The Trustee shall not be required to act on any direction given to it pursuant to this Section until the indemnity described in Section 8. 01(m) of this Indenture is furnished to it by such Participants. Section 7. 04. Rights and Remedies of Participants. No Participant shall have any right to institute any suit, action or proceeding in equity or at law for the enforcement of this Indenture or for the execution of any trust hereof or for the appointment of a receiver or any other remedy hereunder, unless (a) a default has occurred of which the Trustee has been notified as provided in Section 8. 01(h) hereof, or of which by said Section it is deemed to have notice; (b) such default shall have become an Event of Default as defined in Section 7 . 01 of this Indenture; (c) the registered owners of not less than a majority in aggregate principal amount of Certificates then Outstanding shall have made written request to the Trustee and shall have offered reasonable opportunity either to proceed to exercise the powers hereinbefore granted or to institute such action, suit or proceedings in its own name; (d) such owners of the Certificates shall have offered to the Trustee indemnity as provided in Section 8. 01(m) hereof; and (e) the Trustee shall thereafter fail or refuse to exercise the powers hereinbefore granted, or to institute such action, suit or proceeding in its own name. The foregoing conditions are hereby declared in every case to be conditions precedent to the execution of the powers and trusts of this Indenture, and to any action or cause of action for the enforcement of this Indenture, or for -25- 0809D B 1178 REC 0212. )8 12/04/87 10 : 38 X166 0 31/056 E 1805 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO the appointment of a receiver or for any other remedy hereunder; it being understood and intended that no one or more Participants shall have any right in any manner whatsoever to affect, disturb or prejudice the lien of this Indenture by any action or to enforce any right hereunder except in the manner herein provided and that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the equal benefit of the registered owners of all Certificates then Outstanding. Nothing contained in this Indenture shall, however, affect or impair the right of any Participant to enforce the payment of the principal of, premium, if any, and interest on any Certificate at and after the maturity thereof. Section 7 . 05. Purchase of Project by Participants or Trustee; Application of Certificates Toward Purchase Price. Upon the occurrence of an Event of Default under this Indenture, the lien on the Project created and vested in the Trustee hereunder may be foreclosed either by sale at public auction or by proceedings in equity. Upon any such sale, any Participant or the Trustee may bid for and purchase the Project and, upon compliance with the terms of sale, may hold, retain and possess and dispose of such property in their own absolute right without further accountability; and any purchaser at any such sale may, if permitted by law, after allowing for the proportion of the total purchase price required to be paid in cash for the costs and expenses of the sale, compensation and other charges, in paying purchase money, turn in Certificates then Outstanding in lieu of cash, to the amount which shall, upon distribution of the Net Proceeds of such sale, be payable thereon. If the Trustee shall acquire title to the Project as a result of any such foreclosure sale, or any proceeding or transaction in lieu of foreclosure, the Trustee shall thereafter sell the Project (except as provided in paragraph (a) of Section 7 . 02 of this Indenture) ; and may take any further lawful action with respect to the Project which it, being advised by counsel, shall deem to be in the best interest of the Participants, including but not limited to the enforcement of all rights and remedies set forth in the Lease and this Indenture and the taking of all other courses of action permitted therein or herein. Section 7 . 06. Waiver of Appraisement, Valuation, Stay, Execution and Redemption Laws. The Lessor agrees, to the extent permitted by law, that in case of the occurrence of an Event of Default, neither the Lessor nor anyone claiming through or under the Lessor shall or will set up, claim or seek to take advantage of any appraisement, valuation, stay, extension or redemption laws now or hereafter in force in -26- 0809D B 1178 REC 021234C 12/04/87 10 : 38 X168 . 0( 32/056 F 1806 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO order to prevent or hinder the enforcement or foreclosure of this Indenture, or the absolute sale of the Trust Estate, or the final and absolute putting into possession thereof, immediately after such sale, of the purchasers thereat; and the Lessor, for itself and all who may at any time claim through or under the Lessor, hereby waives, to the full extent that it may lawfully do so, the benefit of all such laws, and any and all right to have the estates comprised in the security intended to be hereby created and marshalled upon any foreclosure of the lien hereof and agrees that the Trustee or any court having jurisdiction to foreclose such lien may sell the Project as an entirety. Section 7 . 07. Trustee May Enforce Rights Without Certificates. All rights of action and claims under this Indenture or any of the Certificates Outstanding hereunder may be enforced by the Trustee without the possession of any of the Certificates or the production thereof in any trial or proceedings relative thereto; and any suit or proceeding instituted by the Trustee shall be brought in its name as the Trustee, without the necessity of joining as plaintiffs or defendants any registered owners of the Certificates, and any recovery of judgment shall be for the ratable benefit of the registered owners of the Certificates, subject to the provisions of this Indenture. Section 7 . 08. Delay or Omission No Waiver. No delay or omission of the Trustee or of any Participant to exercise any right or power accruing upon any default or Event of Default shall exhaust or impair any such right or power or shall be construed to be a waiver of any such default, or acquiescence therein; and every power and remedy given by this Indenture may be exercised from time to time and as often as may be deemed expedient. Section 7. 09. No Waiver of One Default to Affect Another. No waiver of any default hereunder, whether by the Trustee or the Participants, shall extend to or affect any subsequent or any other then existing default or shall impair any rights or remedies consequent thereon. Section 7. 10. Discontinuance of Proceedings on Default; Position of Parties Restored. In case the Trustee or the Participants shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee or the Participants, then and in every such case the Lessor, the County, the Trustee and the Participants shall be restored to their former positions and rights hereunder with respect to the Trust -2.7- 0809D B 1178 REC 021; 08 12/04/87 10: 38 16. . 00 33/056 F 1807 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO Estate, and all rights, remedies and powers of the Trustee and the Participants shall continue as if no such proceedings had been taken. Section 7 . 11 . Waivers of Events of Default. The Trustee may in its discretion waive any Event of Default hereunder and its consequences and, notwithstanding anything else to the contrary contained in this Indenture, shall do so upon the written request of the registered owners of two-thirds in aggregate principal amount of all the Certificates then Outstanding; provided, however, that there shall not be waived without the consent of the registered owners of 100% of the Certificates then Outstanding as to which the Event of Default exists (a) any Event of Default in the payment of the principal of or premium on any Outstanding Certificates at the date of maturity specified therein or (b) any default in the payment when due of the interest on any such Certificates, unless prior to such waiver or rescission, all arrears of interest and all arrears of payments of principal and premium, if any, then due, as the case may be (both with interest at the rate of 10% per annum on all overdue installments) , and all expenses of the Trustee in connection with such default shall have been paid or provided for. In case of any such waiver, or in case any proceedings taken by the Trustee on account of any such default shall have been discontinued or abandoned or determined adversely to the Trustee, then and in every such case the Lessor, the County, the Trustee and the Participants shall be restored to their former positions and rights hereunder respectively, but no such waiver or rescission shall extend to any subsequent or other default, or impair any right consequent thereon. ARTICLE VIII CONCERNING THE TRUSTEE Section 8. 01 . Duties of the Trustee. The Trustee hereby accepts the trusts imposed upon it by this Indenture and agrees to perform said trusts ( including, without limitation, the delegation to the Trustee by the Lessor of all duties of the Lessor under the Lease) , but only upon and subject to the following express terms and conditions, and any implied covenants or obligations shall be read into this Indenture and be subject to the same express terms and conditions: (a) The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default -28- 0809D B 1178 REC 02 3408 12/04/87 10 : 38 . 00 34/056 F 1808 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO has occurred (which has not been cured or waived) the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise as a reasonable and prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (b) The Trustee may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys, agents, receivers or employees but shall be answerable for the conduct of the same in accordance with the standard specified above, and shall be entitled to act upon an Opinion of Counsel concerning all matters of trust hereof and the duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon an Opinion of Counsel and shall not be responsible for any loss or damage resulting from any action or nonaction taken by or omitted to be taken in good faith in reliance upon such Opinion of Counsel. (c) The Trustee shall not be responsible for any recital herein or in the Certificates (except in respect to the execution of the Certificates on behalf of the Trustee) , or for the recording or rerecording, filing or refiling of the Lease or this Indenture or of any supplements thereto or hereto or instruments of further assurance, or collecting any insurance moneys or for the validity of the execution by the Lessor of this Indenture or of any supplements hereto or instruments of further assurance, or for the sufficiency of the security for the Certificates issued hereunder or intended to be secured hereby, or for the value of or title to the Project, and the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the Lessor or the County, except as provided herein; but the Trustee may require of the Lessor or the County full information and advice as to the performance of the covenants, conditions and agreements aforesaid. The Trustee shall have no obligation to perform any of the duties of the County under the Lease; and the Trustee shall not be responsible or liable for any loss suffered in connection with any investment of funds made by it in accordance with Article V hereof. (d) The Trustee shall not be accountable for the use of any Certificates authenticated or delivered hereunder. The Trustee may become the registered owner of the Certificates with the same rights which it would have if not the Trustee. -29- 0809D B 1178 REC 02 3408 12/04/87 10 : 38 y. ; . 00 35/056 F 1809 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO (e) The Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any person who at the time of making such request or giving such authority or consent is the owner of any Certificate shall be conclusive and binding upon all future registered owners of the same Certificate and upon any Certificates issued in place thereof. (f) As to the existence or nonexistence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate signed on behalf of the Lessor by the Lessor Representative, or on behalf of the County by the County Representative or such other person as may be designated for such purpose by a certified resolution, as sufficient evidence of the facts therein contained, and, prior to the occurrence of a default of which the Trustee has been notified as provided in subsection (h) of this Section or of which by said subsection it is deemed to have notice, shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may as is advisable, but shall in no case be bound to secure the same. (g) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty and the Trustee shall not be answerable for other than its negligence or willful default. (h) The Trustee shall not be required to take notice or be deemed to have notice of any default hereunder except failure by the County or the Lessor to cause to be made any of the payments to the Trustee required to be made by Article III hereof, unless the Trustee shall be specifically notified in writing of such default by the Lessor, the County or by the registered owners of at least 25% in aggregate principal amount of Certificates then Outstanding, and all notices or other instruments required by this Indenture to be delivered to the Trustee, must, in order to be effective, be delivered at the principal corporate trust -30- 0809D B 1178 REC 0212.,408 12/04/87 10 : 38 516b . 00 36/056 F 1810 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO office of the Trustee, and in the absence of such notice so delivered, the Trustee may conclusively assume there is no default except as aforesaid. (i) All moneys received by the Trustee shall, until used or applied or invested as herein provided, be held in trust in the manner and for the purposes for which they were received but need not be segregated from other funds except to the extent required by this Indenture or law. The Trustee shall not be under any liability for interest on any moneys received hereunder except such as may be agreed upon. (j ) At any and all reasonable times the Trustee and its duly authorized agents, attorneys, experts, engineers, accountants and representatives shall have the right, but shall not be required, to inspect any and all of the property pledged herein, including all books, papers and records of the Lessor or the County pertaining to the Project. (k) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. ( 1) Notwithstanding anything in this Indenture contained, the Trustee shall have the right, but shall not be required, to demand in respect of the execution and delivery of any Certificates, the withdrawal of any cash, or any action whatsoever within the purview of this Indenture, any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required, as a condition of such action by the Trustee deemed desirable for the purpose of establishing the right of the Lessor or the County to the execution and delivery of any Certificates, the withdrawal of any cash, or the taking of any other action by the Trustee. (m) Before taking any action hereunder the Trustee may require that satisfactory indemnity be furnished to it by the Participants for the reimbursement of all expenses which it may incur and to protect it against all liability, except liability which may result from its negligence or willful default, by reason of any action so taken. Section 8. 02 . Fees and Expenses of Trustee. The Trustee shall be entitled to payment and reimbursement for its reasonable fees for its services rendered hereunder as -31- 0809D B 1178 REC 0212_ J8 12/04/87 10: 38 $166 JO 37/056 F 1811 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO and when the same become due and all expenses reasonably and necessarily made or incurred by the Trustee in connection with such services as and when the same become due as provided in Section 6.2 of the Lease. Section 8. 03 . Resignation or Replacement of Trustee. The present or any future Trustee may resign by giving written notice to the County and to the Lessor not less than 6O days before such resignation is to take effect. Such resignation shall take effect only upon the appointment of a successor qualified as provided in the third paragraph of this Section 8. 03 . The present or any future Trustee may be removed at any time by an instrument in writing, executed by the registered owners of a majority in aggregate principal amount of the Certificates then Outstanding and delivered to the Trustee. In case the present or any future Trustee shall at any time resign or be removed or otherwise become incapable of acting, a successor may be appointed by the registered owners of a majority in aggregate principal amount of the Certificates then Oustanding by an instrument or concurrent instruments signed by such Participants, or their attorneys-in-fact duly appointed; provided that the County may, by an instrument executed by order of the Board, appoint a successor until a new successor shall be appointed by the Participants as herein authorized. The County upon making such appointment shall forthwith give notice thereof to each Participant and to the Lessor, which notice may be given concurrently with the notice of resignation given by any resigning Trustee. Any successor so appointed by the County shall immediately and without further act be superceded by a successor appointed in the manner above provided by the registered owners of a majority in aggregate principal amount of the Certificates then Outstanding. Every successor shall always be a bank or trust company in good standing, qualified to act hereunder, and having a capital and surplus of not less than $20, 000, 000. Any successor appointed hereunder shall execute, acknowledge and deliver to the County and to the Lessor an instrument accepting such appointment hereunder, and thereupon such successor shall, without any further act, deed or conveyance, become vested with all the estates, properties, rights, powers and trusts of its predecessor in the trust hereunder with like effect as if originally named as Trustee herein; but the Trustee retiring shall, nevertheless, on the written demand of its successor, execute and deliver an instrument conveying and transferring to such successor, upon the trusts herein expressed, all the estates, properties, rights, powers -32- 0809D B 1178 REC 0212 _08 12/04/87 10 : 38 16 )0 38/056 F 1812 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO and trusts of the predecessor, which shall duly assign, transfer and deliver to the successor all properties and moneys held by it under this Indenture. Should any instrument in writing from the County or the Lessor be required by any successor for more fully or certainly vesting in and confirming to it, the said deeds, the required conveyances and instruments in writing shall be made, executed, acknowledged and delivered by the County or the Lessor on request of such successor. The instruments evidencing the resignation or removal of the Trustee and the appointment of a successor hereunder, together with all other instruments provided for in this Section shall be filed and/or recorded by the successor Trustee in each recording office, if any, where this Indenture shall have been filed and/or recorded. Section 8. 04. Conversion, Consolidation or Merger of Trustee. Any bank or trust company into which the Trustee or its successor may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its trust business as a whole shall be the successor of the Trustee under this Indenture with the same rights, powers, duties and obligations and subject to the same restrictions, limitations and liabilities as its predecessor, all without the execution or filing of Any papers or any further act on the part of any of the parties hereto or thereto, anything herein or therein to the contrary notwithstanding. In case any of the Certificates to be issued hereunder shall have been authenticated, but not delivered, any successor Trustee may adopt the certificate of any predecessor Trustee, and deliver the same as authenticated; and, in case any of such Certificates shall not have been authenticated, any successor Trustee may authenticate such Certificates in the name of such successor Trustee. Section 8.05 . Intervention by Trustee. In any judicial proceeding to which the Lessor or the County is a party and which in the opinion of the Trustee and its counsel has a substantial bearing on the interests of registered owners of the Certificates, the Trustee may intervene on behalf of registered owners of the Certificates and shall do so if requested in writing by the registered owners of at least 25% in aggregate principal amount in Certificates then Outstanding. Section 8. 06. Escrowed Deed and Bill of Sale. The Trustee agrees to hold the escrowed deed and bill of sale provided for in Section 12 . 3 of the Lease, for the benefit of the County, and to date and release the escrowed deed and -33- 0809D B 1178 REC 021234 12/04/87 10 : 38 168 . 39/056 F 1813 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO bill of sale to the County upon satisfaction of the conditions and as provided in said Section 12 . 3 of the Lease. The Trustee shall not be responsible for recording the escrowed deed. ARTICLE IX SUPPLEMENTAL INDENTURES AND AMENDMENTS OF THE LEASE Section 9 .01 . Supplemental Indentures Not Requiring Consent of Participants. The Trustee and the Lessor may, with the written consent of the County, but without the consent of, or notice to, the Participants, enter into such indentures or agreements supplemental hereto for any one or more or all of the following purposes: (a) To add to the covenants and agreements of Lessor contained in this Indenture other covenants and agreements to be thereafter observed by the Lessor; (b) To cure any ambiguity, or to cure, correct or supplement any defect or omission or inconsistent provision contained in this Indenture, or to make any provisions with respect to matters arising under this Indenture or for any other purpose if such provisions are necessary or desirable and do not adversely affect the interests of the Participants, in the judgment of the Trustee; (c) To subject to this Indenture additional revenues, properties or collateral; or (d) To set forth the terms and conditions and other matters in connection with the issuance of Additional Certificates pursuant to Section 2 . 11 of this Indenture. Section 9 . 02 . Supplemental Indentures Requiring Consent of Participants. Exclusive of supplemental indentures covered by Section 9 . 01 hereof, the written consent of the County and the consent of the registered owners of not less than two-thirds in aggregate principal amount of the Certificates then Outstanding shall be required for the execution by the Lessor and the Trustee of any indenture or indentures supplemental hereto; provided, however, that without the consent of the registered owners of all the Certificates at the time Outstanding nothing herein contained shall permit, or be construed as permitting: -34- 0809D B 1178 REC 02123 -'9 12/04/87 10: 38 X168 . ' 40/056 t 1814 MARY ANN t .UERSTEIN CLERK & RECORDER WELD CO, CO ( a) A change in the terms of redemption or maturity of the principal amount of or the interest on any Outstanding Certificate, or a reduction in the principal amount of or premium payable upon any redemption of any Outstanding Certificate or the rate of interest thereon, without the consent of the registered owner of such Certificate; (b) The deprivation of the registered owner of any Certificate then Outstanding of the lien created by this Indenture (other than as originally permitted hereby) ; (c) A privilege or priority of any Certificate or Certificates over any other Certificate or Certificates; or (d) A reduction in the aggregate principal amount of the Certificates required for consent to any supplemental indenture. If at any time the County or the Lessor shall request the Trustee to enter into such supplemental indenture for any of the purposes of this Section, the Trustee shall, upon being satisfactorily indemnified with respect to expenses, cause notice of the proposed execution of such supplemental indenture to be mailed by registered or certified mail to the registered owners of the Certificates then Outstanding at the addresses shown on the registration books maintained by the Trustee. Such notice shall briefly set forth the nature of the proposed supplemental indenture and shall state that copies thereof are on file at the principal corporate trust office of the Trustee for inspection by all Participants. If, within 60 days or such longer period as shall be prescribed by the County following the giving of such notice, the registered owners of not less than two-thirds in aggregate principal amount of the Certificates then Outstanding at the time of the execution of any such supplemental indenture shall have consented to and approved the execution thereof as herein provided, no Participant 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 or the Lessor from executing the same or from taking any action pursuant to the provisions thereof. Section 9 . 03 . Execution of Supplemental Indenture. The Trustee is authorized to join with the Lessor in the execution of any such supplemental indenture and to make further agreements and stipulations which may be contained -35- O8O9D B 1178 REC 02123 3 12/04/87 10 : 38 168 . 41/056 F 1815 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO therein, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects its rights, duties or immunities under this Indenture. Any supplemental indenture executed in accordance with the provisions of this Article shall thereafter form a part of this Indenture; and all the terms and conditions contained in any such supplemental indenture as to any provision authorized to be contained therein shall be deemed to be part of this Indenture for any and all purposes. In case of the execution and delivery of any supplemental indenture, express reference may be made thereto in the text of the Certificates issued thereafter, if any, if deemed necessary or desirable by the Trustee. Section 9. 04. Amendments, Etc . , of the Lease Not Requiring Consent of Participants. The Lessor and the County may, with the written consent of the Trustee, but without the consent of or notice to the Participants, consent to any amendment, change or modification of the Lease as may be required (a) by the provisions of the Lease or this Indenture, (b) for the purpose of curing any ambiguity or formal defect or omission in the Lease, (c) in order to more precisely identify the Project or to add additional improvements or properties acquired in accordance with the Lease and the Indenture; (d) in connection with the issuance of Additional Certificates, or (e) in connection with any other change therein which, in the judgment of the Trustee, is not to the prejudice of the Participants. Section 9 .05 . Amendments, Etc . , of the Lease Requiring Consent of Participants. Except for the amendments, changes or modifications permitted by Section 9 . 04 hereof, neither the Lessor nor the County shall consent to any other amendment, change or modification of the Lease without the giving of notice and the written approval or consent of the registered owners of not less than two-thirds in aggregate principal amount of the Certificates at the time Outstanding given and procured as provided in Section 9 . 02 hereof. If at any time the County and the Lessor shall request the consent of the Trustee to any such proposed amendment, change or modification of the Lease, the Trustee shall, upon being satisfactorily indemnified with respect to expenses, cause notice of such proposed amendment, change or modification to be given in the same manner as provided in Section 9 . 02 hereof. Such notice shall briefly set forth the nature of such proposed amendment, change or modification and shall state that copies of the instrument embodying the same are on file at the principal corporate trust office of the Trustee for inspection by all Participants. -36- 0809D B 1178 REC 0212 08 12/04/87 10: 38 y16, )0 42/056 F 1816 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO ARTICLE X MISCELLANEOUS Section 10. 01 . Evidence of Signature of Participants and Ownership of Certificates. Any request, consent or other instrument which this Indenture may require or permit to be signed and executed by the Participants may be in one or more instruments of similar tenor, and shall be signed or executed by such Participants in person or by their attorneys appointed in writing. Proof of the execution of any such instrument or of an instrument appointing any such attorney or the ownership of Certificates shall be sufficient (except as otherwise herein expressly provided) if made in the following manner, but the Trustee may, nevertheless, in its discretion, require further or other proof in cases where it deems the same desirable: (a) The fact and date of the execution by any Participant or his or her attorney of such instrument may be proved by the certificate of any officer authorized to take acknowledgments in the jurisdiction in which he or she purports to act that the person signing such request or other instrument acknowledged to him or her the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before a notary public . (b) The fact of the owning by any person of Certificates and the principal amounts and numbers of such Certificates, and the date of the owning of the same, may be proved by the registration books maintained by the Trustee. Any request or consent of the registered owner of any Certificate shall bind all future registered owners of such Certificate in respect of any thing done or suffered to be done by the County or the Trustee in accordance therewith. Section 10. 02 . Covenants of Lessor. The Lessor hereby covenants to the Trustee for the benefit of the Participants that the Lessor will observe and comply with the covenants of quiet enjoyment contained in Article V of the Lease, with its covenant to cooperate with the Trustee in the enforcement of the Agreement ( as defined and as further provided in Section 7 . 4 of the Lease) and with all of its representations and warranties under the Lease. The Lessor agrees that wherever in the Lease it is stated that the Lessor will notify the Trustee, or whenever the Lease gives the Trustee some right or privilege or in any way attempts to confer upon the -37- 0809D B 1178 REC 0212' ,8 12/04/87 10: 38 f168 0 43/056 F 1817 MARY ANN rEUERSTEIN CLERK & RECORDER WELD CO, CO Trustee the ability to protect the security for payment of the Certificates, that such part of the Lease shall be as if it were set forth in full in this Indenture. The Lessor agrees that the Trustee as assignee of the Lessor under the Lease may enforce, in its name or in the name of the Lessor, all rights of the Lessor and all obligations of the County under the Lease, for and on behalf of the Participants, whether or not the Lessor is in default under this Indenture. The Trustee and the Lessor hereby agree that the Lessor shall not be obligated to make any payments or to take any other action with respect to the Project under the Lease. Section 10. 03 . Inspection of the Project. The Trustee and its duly authorized agents shall have the right, on reasonable notice to the County, at all reasonable times, to examine and inspect the Project. The Trustee and its duly authorized agents shall also be permitted, at all reasonable times, to examine the books, records, reports and other papers of the County with respect to the Project. Section 10. 04. Parties Interested Herein. With the exception of rights herein expressly conferred on the County, nothing in this Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any person other than the County, the Lessor, the Trustee and the Participants, any right, remedy or claim under or by reason of this Indenture or any covenant, condition or stipulation hereof; and all the covenants, stipulations, promises and agreements in this Indenture contained by and on behalf of the Lessor or the Trustee shall be for the sole and exclusive benefit of the County, the Lessor, the Trustee and the Participants. Section 10. 05 . Titles, Headings, Captions, Etc . The titles, captions and headings of the articles, sections and subdivisions of this Indenture have been inserted for convenience of reference only and shall in no way modify or restrict any of the terms or provisions hereof. Section 10.06. Severability. In the event any provision of this Indenture shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 10. 07 . Governing Law. This Indenture shall be governed by and construed in accordance with the laws of the State of Colorado. -38- 0809D B 1178 REC 0213408 12/04/87 10: 38 1 . . 00 44/056 F 1818 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO Section 10.08. Execution in Counterparts. This Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 10. 09 . Notices. All notices, certificates or other communications shall be sufficiently given and shall be deemed given when delivered or mailed by certified or registered mail, postage prepaid, as follows: if to the County, to Weld County, Colorado, 915 Tenth Street, Greeley, Colorado 8O632, Attention: Board of County Commissioners; if to the Lessor, to Weld County Finance Corporation, c/o Donald D. Warden, 915 Tenth Street, Greeley, Colorado 8O632, Attention: President; if to the Original Purchaser, to Boettcher & Company, Inc . , 828 Seventeenth Street, Post Office Box 54, Denver, Colorado 8O2O1, Attention: Municipal Bond Department; and if to the Trustee, to Central Bank of Denver, Post Office Box 17289 T.A. , 1515 Arapahoe Street, Denver, Colorado 8O217, Attention: Corporate Trust Division. The County, the Lessor, the Original Purchaser and the Trustee may, by written notice, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent. Section 10. 10. Payments Due on Holidays. If the date for making any payment or the last day for performance of any act or the exercising of any right, as provided in this Indenture, shall be a legal holiday or a day on which banking institutions in the city in which the principal corporate trust office of the Trustee is located are authorized by law to remain closed, such payment may be made or act performed or right exercised on the next succeeding day not a legal holiday or a day on which such banking institutions are not authorized by law to remain closed with the same force and effect as if done on the nominal date provided in this Indenture. Section 10. 11. Lessor, County and Trustee Representatives. Whenever under the provisions hereof the approval of the Lessor, the County or the Trustee is required, or the County, the Lessor or the Trustee is required to take some action at the request of the other, unless otherwise provided, such approval or such request shall be given for the Lessor by an Lessor Representative, for the County by the County Representative, and for the Trustee by the Trustee Representative, and the Lessor, the County and the Trustee shall be authorized to act on any such approval or request. -39- 0809D B 1178 REC 0212"- `8 12/04/87 10: 38 168 ) 45/056 F 1819 MARY ANN LEUERSTEIN CLERK & RECORDER WELD CO, CO IN WITNESS WHEREOF, the Lessor and the Trustee have caused this Indenture to be executed in their respective corporate names and their respective corporate seals to be hereto affixed and attested by their duly authorized officials or officers, all as of the date first above written. • 'flNAYr+,'s, c. /A: /id S'i,C;pr ; WELD CO TY FINANCE ' •°,41 - ` •�• ; CORPORA ON, as Les or . o `SEAL` 1 V n O, .,s > aR': By • �41 t st:', Titl . Preside Y Title: Secretary tam" ('f AL] C .' CENTRAL BANK OF DENVER, A , y ; SEAL' " ;, . BANKING CORPORATION, as Trustee [ R A Attest: Title: A A.C.-÷. �1‘,.• ByXi) (,1 Title: vv -40- 0809D B 1178 REC 021-- 408 F 1820 MARYANIv FEUERSTEIIN/CLERK 87 O&3 RECORDER WELD COROCO STATE OF COLORADO ] ] ss. COUNTY OF WELD rr) The foregoing instrument was acknowledged before me this day of November 1987, by Donald D. Warden and Thomas O. David, as President and Secretary, respectively, of Weld County Finance Corporation, a Colorado nonprofit corporation. Q ( jTNESS my hand and official seal . (3. s .d.fo L i `,, ts St IOC) . • F or'e n .' Notary public My commission expires: �J cc-112,P IC/S1 STATE OF COLORADO ] CITY AND ] ss. COUNTY OF DENVER ,4- The foregoing instrument was acknowledged before me this day of esember 1987, by--rr c;;c� AJC SGJI and Jr";, as 1 ri,5�-YIAVcP ' and ck. respectively, of Central Bank of Denver, anking C r oration, a Colorado corporation. .... 1A�Q. FITNESS my hand and official seal . /* 01 4444 Jlv ',z, F '...... ` Nota ?ublic or eu\- """M7'commission expires: P )q& 9- -41- 0809D B 1178 REC 02'3408 12/04/87 10: 38 S_ - . 00 47/056 F 1821 MARY ANLI FEUERSTEIN CLERK & RECORDER WELD CO, CO EXHIBIT A (Form of Certificate) CERTIFICATE OF PARTICIPATION Evidencing Assignment of a Proportionate Undivided Interest in Rights to Receive Certain Revenues Pursuant to the Library and Classroom Lease Purchase Agreement Between WELD COUNTY FINANCE CORPORATION, as Lessor, and WELD COUNTY, COLORADO, as Lessee No. R- $ INTEREST RATE: MATURITY DATE: ORIGINAL ISSUE DATE: CUSIP: December 1, 19_ December 1, 1987 REGISTERED OWNER: PRINCIPAL SUM: DOLLARS THIS CERTIFIES THAT THE REGISTERED OWNER (named above) , or registered assigns, has a proportionate undivided interest in rights to receive certain revenues, as described below, pursuant to an annually renewable Library Lease Purchase Agreement, dated as of December 1, 1987 (which agreement as from time to time amended is referred to herein as the "Lease" ) , between WELD COUNTY FINANCE CORPORATION, a Colorado nonprofit corporation, as lessor (the "Lessor" ) , and WELD COUNTY, COLORADO (the "County" ) , as lessee. The interest of the Registered Owner of this Certificate of Participation (this "Certificate" ) is secured as provided in the Lease and in the Mortgage and Indenture of Trust, dated as of December 1, 1987 (which indenture as from time to time amended is herein referred to as the "Indenture" ) , between the Lessor and CENTRAL BANK OF DENVER, A BANKING CORPORATION, as trustee, or its successor (the "Trustee" ) for the registered owners of the Certificates (the "Participants" ) , whereby the rights (with certain exceptions) of the Lessor as lessor under the Lease have been assigned by the Lessor to the Trustee for the benefit of the Participants. Under the , Indenture, the Lessor has also granted to the Trustee, for the benefit of the Participants, a mortgage on and a security interest in the Project ( as hereinafter defined) . Pursuant to the Lease and the Indenture, the Registered Owner hereof is entitled to receive, solely out of and to the extent available from the sources hereinafter identified, on the A-1 0809D B 1178 REC 0212_ :08 12/04/87 10 : 38 16b . 00 48/056 F 1822 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO Maturity Date ( stated above) (or earlier as hereinafter provided) , the Principal Sum ( stated above) , and interest thereon as described in the Indenture at the Interest Rate ( stated above) per annum payable commencing on June 1, 1988, and semiannually thereafter on June 1 and December 1 in each year. Principal of and any premium on this Certificate are payable in lawful money of the United States of America at the principal corporate trust office of the Trustee located in Denver, Colorado, or its successor; and interest on this Certificate is payable to the Registered Owner hereof by check or draft of the Trustee, or its successor, to be mailed to such Registered Owner on or before each interest payment date (or, if such interest payment date is not a Business Day, as defined in the Indenture, on or before the next succeeding Business Day) , at his or her address as it last appears in the registration books kept by the Trustee. REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS CERTIFICATE SET FORTH ON THE REVERSE HEREOF WHICH SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH HEREIN. This Certificate shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Lease or the Indenture until authenticated on behalf of the Trustee. IN WITNESS WHEREOF, this Certificate has been executed with the facsimile signature of an authorized officer of the Lessor and has been authenticated by the signature of an authorized representative of the Trustee, all as of the date set forth below. [ SEAL] WELD COUNTY FINANCE CORPORATION By Attest: President By Secretary Dated: A-2 0809D B 1178 REC 021 .08 12/04/87 10: 38 16b. 00 49/056 r 1823 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO CERTIFICATE OF AUTHENTICATION This is one of the Certificates of Participation evidencing a proportionate interest in rights to receive certain revenues pursuant to the within-mentioned Lease and Indenture. CENTRAL BANK OF DENVER, A BANKING CORPORATION, as Trustee • By (Manual Signature) Authorized Representative [BACK OF CERTIFICATE] CERTIFICATE OF PARTICIPATION EVIDENCING ASSIGNMENT OF A PROPORTIONATE UNDIVIDED INTEREST IN RIGHTS TO RECEIVE CERTAIN REVENUES PURSUANT TO THE LIBRARY AND CLASSROOM LEASE PURCHASE AGREEMENT BETWEEN WELD COUNTY FINANCE CORPORATION, AS LESSOR, AND WELD COUNTY, COLORADO, AS LESSEE This Certificate is one of an issue of Certificates evidencing assignments of proportionate undivided interests in rights to receive certain Revenues, as described below, pursuant to the Lease and the Indenture, in an aggregate principal amount of $317, 000. The Certificates have been issued pursuant to the Indenture for the purpose, among others, of providing funds to finance the acquisition by the Lessor of certain real property (the "Site" ) , to finance the acquisition, construction and equipping of a library facility and classroom buildings thereon (collectively the "Library" ) , all within the County. Under the Lease, the Site and the Library (collectively, the "Project" ) , have been leased by the Lessor to the County; and the County has agreed to pay directly to the Trustee semiannual rental payments (the "Base Rentals" ) in consideration for its right to use the Project, the proceeds of which are required by the Indenture to be distributed by the Trustee to the payment of the principal of, premium, if any, and interest on the Certificates. In addition to the A-3 0809D B 1178 REC 021 408 12/04/87 10: 38 416 . 00 50/056 F 1824 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO Base Rentals, the County has agreed to make certain other payments (the "Additional Rentals" ) sufficient to pay the fees and expenses of the Trustee, certain insurance premiums, taxes, utility charges, costs of maintenance and repair and other expenses expressly required to be paid by the County under the Lease. The Lease is subject to annual renewal at the option of the County. The obligation of the County to pay Base Rentals and Additional Rentals under the Lease will terminate in the event that the County, for any reason, fails to budget and appropriate, specifically with respect to the Lease, moneys to pay all Base Rentals and reasonably estimated Additional Rentals during the next occurring renewal term of the Lease. In the event that the Lease Term (as defined in the Lease) is terminated by the County as set forth above (herein referred to as an "Event of Nonappropriation" ) or is terminated by reason of an Event of Default (as defined in the Lease) , the principal amount of this Certificate and interest hereon will be payable from such moneys, if any, as may be available for such purpose, including any moneys received by the Trustee from foreclosure on and sale of the Project. Under certain circumstances, this Certificate and the interest hereon may also be payable from the Net Proceeds (as defined in the Lease) of title or casualty insurance policies, performance bonds of contractors for the Library, or condemnation awards, or from Net Proceeds received as a consequence of default under certain construction contracts. The Lease Term may also be terminated in the event that the County shall exercise its option to purchase the Project by making payment of the Purchase Option Price (as defined in the Lease) . In the event that the County shall pay the Purchase Option Price, the proceeds thereof are required to be used to pay the principal of, premium, if any, and interest on the Certificates. It is provided in the Indenture that there may hereafter be issued additional Certificates ( "Additional Certificates" ) from time to time under certain terms and conditions, and if issued, such Additional Certificates will be equally and proportionately secured under and entitled to the protection given by the Indenture with the Certificates. Reference is hereby made to the Lease and the Indenture for a description of the rights, duties and obligations of the County, the Lessor, the Trustee and the Participants, the terms upon which Additional Certificates may be issued, the terms upon which the Certificates and any Additional Certificates are secured, the terms and conditions upon which the Certificates will be deemed to be paid at or prior to maturity or redemption of the Certificates upon the making of provision A-4 0809D B 1178 REC 021. 08 12/04/87 10 : 38 $16 10 51/056 F 1825 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO for the full or partial payment thereof, and the rights of the Participants upon the occurrence of an Event of Default or an Event of Nonappropriation. NEITHER THE LEASE NOR THE CERTIFICATES CONSTITUTE A GENERAL OBLIGATION OR OTHER INDEBTEDNESS OF THE COUNTY WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION. NEITHER THE LEASE, THE INDENTURE NOR THE CERTIFICATES HAVE DIRECTLY OR INDIRECTLY OBLIGATED THE COUNTY TO MAKE ANY PAYMENTS BEYOND THOSE APPROPRIATED FOR ANY FISCAL YEAR IN WHICH THE LEASE SHALL BE IN EFFECT. EXCEPT TO THE EXTENT PAYABLE FROM THE PROCEEDS OF THE SALE OF THE CERTIFICATES AND INCOME FROM THE INVESTMENT THEREOF, FROM NET PROCEEDS OF CERTAIN INSURANCE POLICIES, PERFORMANCE BONDS AND CONDEMNATION AWARDS, FROM NET PROCEEDS RECEIVED AS A CONSEQUENCE OF DEFAULTS UNDER CONSTRUCTION CONTRACTS, FROM NET PROCEEDS OF FORECLOSURE AND SALE OF THE PROJECT OR FROM OTHER AMOUNTS MADE AVAILABLE UNDER THE INDENTURE, THIS CERTIFICATE WILL BE PAYABLE DURING THE LEASE TERM SOLELY FROM BASE RENTALS TO BE PAID BY THE COUNTY UNDER THE LEASE AND THE INCOME FROM CERTAIN INVESTMENTS THEREUNDER. ALL PAYMENT OBLIGATIONS OF THE COUNTY UNDER THE LEASE, INCLUDING, WITHOUT LIMITATION, THE OBLIGATION OF THE COUNTY TO PAY BASE RENTALS, ARE FROM YEAR TO YEAR ONLY AND DO NOT CONSTITUTE A MANDATORY PAYMENT OBLIGATION OF THE COUNTY IN ANY FISCAL YEAR BEYOND A FISCAL YEAR IN WHICH THE LEASE SHALL BE IN EFFECT. THE LEASE IS SUBJECT TO ANNUAL RENEWAL AT THE OPTION OF THE COUNTY AND WILL BE TERMINATED UPON THE OCCURRENCE OF AN EVENT OF NONAPPROPRIATION. IN SUCH EVENT, ALL PAYMENTS FROM THE COUNTY UNDER THE LEASE WILL TERMINATE, AND THIS CERTIFICATE AND THE INTEREST HEREON WILL BE PAYABLE FROM CERTAIN MONEYS, IF ANY, HELD BY THE TRUSTEE UNDER THE INDENTURE AND ANY MONEYS MADE AVAILABLE FROM FORECLOSURE ON THE PROJECT. The Certificates are issuable solely as fully registered Certificates without coupons in denominations of $1, 000 and any integral multiple thereof. This Certificate is transferable by the Registered Owner hereof in person or by his or her attorney duly authorized in writing on the registration books kept at the principal corporate trust office of the Trustee upon surrender of this Certificate together with a duly executed written instrument of transfer satisfactory to the Trustee. Upon such transfer, a new fully registered Certificate or Certificates without coupons and of the same maturity, of authorized denomination or denominations, for the same aggregate principal amount, will be issued to the transferee in exchange herefor, all upon payment of the charges and subject to the terms and conditions set forth in the Indenture. The Trustee may deem A-5 0809D B 1178 REC 0212. J8 12/04/87 10: 38 165 . J0 52/056 F 1826 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO and treat the person in whose name this Certificate is registered as the absolute owner hereof, whether or not this Certificate shall be overdue, for the purpose of receiving payment and for all other purposes, and neither the County nor the Trustee shall be affected by any notice to the contrary. In the event that this Certificate is called for redemption in part only, upon surrender and cancellation of this Certificate, a new fully registered Certificate or Certificates of the same maturity, of authorized denomination, in an aggregate principal amount equal to the unredeemed portion hereof, shall be executed and delivered by the Trustee to the Registered Owner hereof. The Certificates are subject to redemption as follows: (a) The Certificates shall be called for redemption on any interest payment date in the event of, and to the extent that moneys are actually received by the Trustee from, the exercise by the County of its option to purchase the Project, as provided in the Lease, upon payment of the then applicable Purchase Option Price; provided, however, that paragraph (b) below, and not this paragraph (a) , shall apply in the event that the Purchase Option Price is paid from moneys borrowed by the County or derived from any installment purchase or lease purchase financing by the County. (b) In the event that the Purchase Option Price is paid from moneys borrowed by the County or derived from any installment purchase or lease purchase financing by the County, the Certificates maturing on or before December 1, 1989, shall not be callable for redemption prior to maturity; and the Certificates maturing on or after December 1, 1990, shall be callable for redemption prior to maturity, at the option of the County, on December 1, 1989 and on any interest payment date thereafter upon payment of the principal amount plus accrued interest to the redemption date. (c) The Certificates shall be called for redemption in the event and only to the extent that any Extraordinary Revenues (as defined in the Lease) are deposited into the Extraordinary Redemption Fund, other than as provided in (a) or (b) above or in (d) below. A-6 0809D B 1178 REC 02123408" - 12/04/87 10 : 38 5168 . 00 - 53/056 F 1827 MARY ANN FEU,..ASTEIN CLERK & RECORDER WEL, CO, CO (d) The Certificates shall also be called for redemption as set forth below upon the occurrence of a Termination Event. If called for redemption pursuant to ( a) or (b) above, the Certificates then outstanding shall be redeemed in whole. If called for redemption pursuant to (c) above, the Certificates shall be redeemed in whole, or in part in inverse order of maturity and by lot within any maturity, on the first Business Day for which notice of redemption may be given, at a redemption price (expressed as a percentage of principal amount) of 100% plus accrued interest to the redemption date. Less than all of the Certificates of a single maturity shall be selected by lot in such manner as the Trustee shall determine. Upon the occurrence of a Termination Event ( as defined in the Indenture) , the Trustee shall commence proceedings for foreclosure and sale of the Project and the Certificates then outstanding shall be redeemed by the Trustee from the Net Proceeds of such foreclosure and sale and certain other moneys, if any, then on hand and being held by the Trustee for the Participants, subject to the provisions of the Indenture, at 100% of the principal amount thereof plus accrued interest to the redemption date. In the event that such Net Proceeds and other moneys are insufficient to redeem the Certificates at 100% of the principal amount thereof plus accrued interest to the redemption date, such Net Proceeds and other moneys shall be allocated proportionately among the Certificates, according to the principal amount thereof outstanding. In the event that such Net Proceeds and other moneys are in excess of the amount required to redeem the Certificates at 100% of the principal amount thereof plus accrued interest to the redemption date, then such excess moneys shall be paid to the County. Prior to any distribution of such Net Proceeds in redemption of the Certificates, the Trustee shall be entitled to payment of its customary fees for all services rendered in connection with such liquidation, as well as reimbursement for all costs and expenses incurred thereby from the proceeds of such foreclosure and sale. A PARTICIPANT SHOULD NOT ANTICIPATE THAT IT WILL BE POSSIBLE TO FORECLOSE ON AND SELL THE PROJECT FOR AN AMOUNT EQUAL TO THE AGGREGATE PRINCIPAL AMOUNT OF THE CERTIFICATES THEN OUTSTANDING PLUS ACCRUED INTEREST THEREON. IF THE CERTIFICATES ARE REDEEMED SUBSEQUENT TO THE OCCURRENCE OF A TERMINATION EVENT FOR AN AMOUNT LESS THAN THE AGGREGATE PRINCIPAL AMOUNT THEREOF PLUS ACCRUED INTEREST TO THE REDEMPTION DATE, NO REGISTERED OWNER OF ANY CERTIFICATE SHALL HAVE ANY FURTHER CLAIM FOR PAYMENT AGAINST THE COUNTY, THE LESSOR OR THE TRUSTEE. A-7 0809D B 1178 REC 021: 08 12/04/87 10 : 38 X16 00 54/056 F 1828 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO In the event any of the Certificates are called for redemption as aforesaid, the Trustee shall cause notice of the call for redemption, identifying the Certificates or portions thereof to be redeemed, to be given by mailing, at least 30 days and not more than 60 days prior to the redemption date, as provided in the Indenture. All Certificates so called for redemption shall cease to bear interest after the specified redemption date, provided that such funds as may be available for their redemption pursuant to the Lease (which, in the case of a Termination Event, as defined in the Indenture, may be less than the full principal amount of the outstanding Certificates and accrued interest thereon to the redemption date) are on deposit at the place of payment at that time. The Trustee shall pay to the registered owners of Certificates to be redeemed, or their representatives duly authorized in writing, the amounts due on their respective Certificates at the principal corporate trust office of the Trustee; provided, however, that, if redeemed in part, the Certificates may only be redeemed in multiples of $1, 000. Redemption payments shall be accompanied by a written statement prepared by the Trustee designating the portion of the payment representing the unpaid principal amount of each Certificate immediately prior to the payment, the portion representing interest and the remaining portion, if any, which shall be designated and paid as a redemption premium. The Trustee may waive an Event of Nonappropriation or an Event of Default under certain circumstances as provided in the Lease and the Indenture. The Indenture permits amendments thereto and to the Lease, upon the agreement of the County and the Trustee and compliance with the other requirements of the Indenture, including but not limited to, in certain cases, the approval of the registered owners of not less than two-thirds or, for certain amendments, 100% in aggregate principal amount of the Certificates at the time outstanding. The Lease also contains provisions permitting the County and the Trustee to enter into amendments to the Indenture and the Lease without the consent of the registered owners of the Certificates for certain purposes, including, without limitation, the issuance of Additional Certificates for certain purposes. The Indenture requires the written consent of the Trustee to any amendment of the Indenture or the Lease which modifies the rights, duties or immunities of the Trustee. Any consent or request by the Registered Owner of this Certificate shall be conclusive and binding upon such owner and upon all future registered owners of this Certificate and of any Certificate issued upon the transfer of this Certificate whether or not notation of such consent or request is made upon this Certificate. A-8 O8O9D B 1178 REC 0212. J8 12/04/87 10: 38 y168 0 55/056 F 1829 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO This Certificate is issued with the intent that the laws of the State of Colorado shall govern its legality, validity, enforceability and construction. LEGAL OPINION CERTIFICATE The undersigned Secretary of Weld County Finance Corporation hereby certifies that in connection with the issuance of the Certificates of Participation, an opinion in substantially the following form was delivered to the Board of Directors of Weld County Finance Corporation. By (Facsimile Signature) Secretary [Opinion of Kutak Rock & Campbell to Appear Here] (Form of Transfer) FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (Please Insert Social Security or the Identifying Number of Transferee) (Please Print or Type Name and Address of Transferee) the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Certificate on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within NOTICE: Signature(s) must be Certificate in every partic- guaranteed by a member firm ular without alteration or of the New York Stock enlargement or any change Exchange or a commercial bank whatever. or trust company. TRANSFER FEE MAY BE REQUIRED (End of Form of Certificate) A-9 O8O9O B 1178 REC 021; 08 12/04/87 10 : 38 16 )0 56/056 F 1830 MARY ANN 2EUERSTEIN CLERK & RECORDER WELD CO, CO EXHIBIT B DESCRIPTION OF THE LIBRARY AND THE SITE The library will consist of a frame building of approximately 1960 square feet with an asphalt shingle roof. The classroom buildings are also of frame construction with asphalt shingle roofs. Each of the two buildings has approximately 1960 square feet and two classrooms. The Site consists of approximately 2 . 7 acres at Fourth and Maple in Frederick, Colorado. The legal description is Lot 1, Block 4, Maplewood Subdivision, Filing No. 1, Frederick, Colorado, also described as follows: A parcel of land located in the East one-half of Section 31, Township 2 North, Range 67 West of the 6th P.M. , Weld County, Colorado, being more particularly described as follows: Commencing at the North one-quarter corner of Section 31, whence the Northeast corner of said Section 31, bears South 89°41 ' 31" East 2633 .50 feet and all bearings being relative therto; thence along the West line of the Northeast quarter of said Section 31, South 00°51 ' 32" West 473 . 52 feet to the True Point of Beginning; thence South 89°44' 28" East 232 . 51 feet; thence South 00°51 ' 32" West 506. 50 feet; thence North 89°44'28" West 232 . 51 feet to a point on the West line of said Northeast quarter; thence North 00°51 ' 32" East 506. 50 feet to the True Point of Beginning, containing 2 . 703 acres more or less. B-1 0809D Hello