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<br />"Lender" means First State Bank of New Brighton, in <br />New Brighton, Minnesota, a Minnesota banking corpora- <br />tion; <br /> <br />"Loan and Carrying Charges" means the costs defined <br />as Loan and Carrying Charges in the Agreement; <br /> <br />"Mortgage" means that certain Mortgage and Security <br />Agreement and Fixture Financing Statement, given by the <br />Borrower and the Issuer to the Lender, dated as of <br />December 1, 1982; <br /> <br />"Note" means the $1,500,000 pr inc ipal amount Com- <br />mercial Development Revenue Note (New Br ighton Medical <br />Center Project), dated December __, 1982, issued by the <br />Issuer pursuant to the Act and this Resolution; <br /> <br />"Organizational Documents" means the following <br />documents, each of which shall be in form and substance <br />acceptable to the Lender: <br /> <br />(a) copies of the Partnership Agreement of the <br />Borrower, together with all amendments thereto certified <br />by the Borrower to be current and complete; <br /> <br />(b) such certificates and other documents as the <br />Lender may reasonably require to show the Borrower's and <br />each of the Guarantor's authority with respect to the <br />transactions contemplated by the Agreement and the other <br />Collateral Documents (as defined in the Agreement); and <br /> <br />(c) an opinion or opinions of Messrs. Fredrikson, <br />Byron, Colborn, Bisbee & Hansen, P.A. in Minneapolis, <br />Minnesota, as counsel to the Borrower and the Guaran- <br />tors, ind icating that each of the Colla teral Documents <br />(as defined in the Agreement) to be executed by the <br />Borrower and the Guarantors has been duly executed and <br />delivered and is the legal and binding obligation of the <br />Borrower and the Guarantors, respectively, enforceable <br />in accordance with its respective terms; <br /> <br />"Pledge Agreement" means that certain Pledge Agree- <br />ment, dated as of December 1, 1982, between the Is~uer <br />and the Lender; <br /> <br />"pro;ect" means the acquisition, construction and <br />installation of the Building and the Equipment upon the <br />Land, which Building and Equipment shall be owned by the <br />Borrower and leased to the Tenant for use as a medical <br />center and related professional office facilities; <br /> <br />- 4 - <br />