AMENDED AND RESTATED TRUST INDENTURE (SECOND) between. INDIANA UNIVERSITY BUILDING CORPORATION (as assignee oflndiana University Foundation) and

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1 AMENDED AND RESTATED TRUST INDENTURE (SECOND) between INDIANA UNIVERSITY BUILDING CORPORATION (as assignee oflndiana University Foundation) and THE BANK OF NEW YORK MELLON TRUST COMP ANY, N.A., TRUSTEE (as successor to Fifth Third Bank, Indiana) Originally Dated as of February 15, 2003 and Amended and Restated as of June 1, 2009 and Further Amended and Restated as of February 1, 2014 (Evidencing Proportionate Interests in Payments Under Certain Lease Purchase Agreements by The Trustees oflndiana University)

2 TABLE OF CONTENTS PAGE ARTICLE I. Section Section Section Section Section Section Section ARTICLE II. Section Section Section Section Section Section ARTICLE III. Section Section Section Section Section Section Section ARTICLE IV. Section Section Section Section Section Section Section Section Section ARTICLE V. Section Section CERTAIN GENERAL PROVISIONS... 4 Definitions... 4 Terms of All Obligations... 8 Authorization of the 2003A Certificates... 9 Additional Obligations; Terms; Execution... 9 Covenants Representations and Warranties Purpose FORM, EXECUTION, REGISTRATION AND EXCHANGE OF OBLIGATIONS Book-Entry Form Obligations Registration Book Transfer and Exchange of 0 bligations Ownership of Obligations Mutilated, Lost, Stolen or Destroyed Obligations Payment Procedure Pursuant to the 2003 Financial Guaranty Insurance Policy A CERTIFICATES Terms of 2003A Certificates Interest Rates and Maturity Mandatory Sinking Fund Redemption Optional Redemption Redemption Proceedings Delivery of 2003A Certificates Form of 2003A Certificate FUNDS... : Funds Source of Payment - Debt Service Fund Provision for Payment Non-Presentment of Obligations Trustee's Fees, Charges and Expenses Repayment to the Corporation from the Debt Service Fund Project Fund Moneys to be Held in Trust Rebate Fund FURTHER PROVISIONS OF PROJECT FUND; PROJECT; LEASE; POSSESSION AND USE Deposit of Proceeds in Project Fund Disbursements from the Construction Account of the Project Fund

3 TABLE OF CONTENTS PAGE Section Section Section Section Section Section Section Section Section ARTICLE VI. Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section ARTICLE VII. Section Section Section Section Section Section Section Section Section Section Section Section Section Covenants and Agreements of IUBC Insurance Records of Debt Service Fund and Project Fund Completion of Projects Lease; Option to Purchase Leases; Automatic Conveyance of Projects Conditional Assignment of Construction Contracts and Performance Bonds Subordination to Rights of Corporation Granting of Easements DEFAULT PROVISIONS AND REMEDIES OF TRUSTEE AND OBLIGATION HOLDERS Defaults; Events of Default Acceleration Right to Bring Suit, Etc Surrender of Possession of Project; Rights and Duties of Trustee in Possession Foreclosure and Sale of Mortgaged Property Sale a Bar Receipt Sufficient Discharge for Purchaser Other Remedies; Rights of Obligation Holders Right of Obligation Holders to Direct Proceedings Appointment of Receivers Application of Moneys Remedies Vested in Trustee Rights and Remedies of Obligation Holders Termination of Proceedings Waivers of Events of Default Indemnity Against Environmental Liabilities THE TRUSTEE Trustee's Acceptance and Responsibilities Fees, Charges and Expenses of Trustee Notice to Obligation Holders if Default Occurs Intervention by Trustee Successor Trustee Resignation by Trustee Removal of Trustee Appointment of Successor Trustee by Obligation Holders Concerning Any Successor Trustee Right of Trustee to Pay Taxes and Other Charges Trustee Protected in Relying upon Resolutions, Etc Successor Trustee as Custodian of Debt Service Fund, Registrar and Paying Agent Execution by Successor Trustee

4 TABLE OF CONTENTS PAGE Section Designation and Succession of Paying Agents ARTICLE VIII. DEFEASANCE Section Section Section ARTICLE IX. Section Section Section Section Section Section ARTICLEX. Section Section Section Section Section Section Section Section Section Section Section Section Section Section Partial Release of Indenture Release oflndenture and Payment of Obligations Survival of Certain Provisions SUPPLEMENTS AND AMENDMENTS Supplemental Indentures Not Requiring Consent of Obligation Holders Supplemental Indentures Requiring Consent of Obligation Holders Reliance Upon Counsel Unanimous Consent Amendments to Lease Not Requiring Consent of Obligation Holders Amendments to Lease Requiring Consent of 0 bligation Holders MISCELLANEOUS No Recourse Against Individuals Consents of Obligation Holders Limitation of Rights Severability Notices Trustee as Paying Agent and Registrar Payments Due on Saturday, Sunday and Holidays Binding Effect Counterparts Captions A Certificate Insurer Rights Interested Parties Defeasance Provisions Governing Law EXHIBIT A EXHIBITB EXHIBIT C EXHIBITD EXHIBIT E DESCRIPTION OF MORTGAGED PROPERTY FORM OF ASSIGNMENT OF LEASE BLANKET ISSUER LETTER OF REPRESENTATIONS, AS SUPPLEMENTED FORM OF QUITCLAIM DEED FORM OF COMPLETION CERTIFICATE - lll -

5 AMENDED AND RESTATED TRUST INDENTURE (SECOND) THIS AMENDED AND RESTATED TRUST INDENTURE (SECOND) dated as of February 1, 2014 (hereinafter called the "Second Restatement"), between Indiana University Building Corporation, an Indiana non-profit corporation ("IUBC"), and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee") amends, supplements and replaces a Trust Indenture dated as of February 15, 2003, (the "Original Indenture") entered into by and between INDIANA UNIVERSITY FOUNDATION (hereinafter referred to as the "Foundation"), as predecessor in interest to IUBC, and Fifth Third Bank, Indiana as predecessor in interest to the Trustee, as previously amended by an Amended and Restated Trust Indenture dated as of June 1, 2009, as heretofore supplemented (the "Amended Indenture") (the Original Indenture, Amended Indenture and this Second Restatement as subsequently amended or supplemented being hereinafter collectively referred to as the "Indenture"); and WHEREAS, Indiana Code Title 21, Article 33, Chapter 3, Section 5 provides for, among other things, the lease and lease purchase of buildings or facilities by the trustees of higher education institutions of the State of Indiana, subject to the conditions stated therein; and WHEREAS, The Trustees of Indiana University (hereinafter referred to as the "Corporation") and IUBC, as successor to the Foundation, desire to establish a mechanism pursuant to which certain facilities being lease-purchased by the Corporation may be financed from time-to-time; and WHEREAS, the Corporation and the Foundation have previously provided for the construction and financing of the Biotechnology Research and Training Center (as more particularly described herein, the "2003 Project"); and WHEREAS, the Corporation has previously entered into an Amended and Restated Lease-Purchase Agreement dated as of February 15, 2003 (the "2003 Lease"), a copy of which has been delivered to the Trustee, under which the 2003 Project will be constructed and leased to the Corporation; and WHEREAS, the Original Indenture has been amended by the Assignment of Interests, as herein defined, pursuant to which the Foundation assigned all of its interests and duties hereunder and as Lessor to IUBC; and WHEREAS, ce1iain references to the Foundation in the Original Indenture have therefore been changed to IUBC in the Amended Indenture in reference to its status as successor in interest and assignee of the Foundation; and WHEREAS, by the Original Indenture, and for the purposes of obtaining moneys to finance a portion of the costs of the 2003 Project and subsequent projects IUBC as assignee of the Foundation has agreed to assign its interests as lessor in the 2003 Lease and subsequent leases to the Trustee concurrently with the execution of the Amended Indenture, and the Trustee has fractionalized the Lessor's interests in the 2003 Lease and issued leasehold certificates of participation to evidence the ownership of such fractionalized interests which are designated

6 Certificates of Participation, Series 2003A) (hereinafter referred to as the "2003A Certificates"), on a parity with each of the Additional Obligations (as defined herein), if any, to be issued under supplements hereto, and has agreed to deposit certain proceeds of the sale of the Obligations (as defined herein) into the Project Fund to be disbursed as herein provided; and WHEREAS, this Indenture further provides for the issuance of Additional Obligations (as defined herein) on a parity basis with the 2003A Certificates for the purposes described herein and the assignment of future lease-purchase agreements to the Trustee; and WHEREAS, this Indenture shall be and constitute a mortgage or deed of trust with respect to the real property improvements located on real estate described in Exhibit A hereto as amended and supplemented from time to time for so long as the 2003 Lease remains in existence; and WHEREAS, this Indenture shall include and incorporate herein the Assignment contained in Exhibit B hereto, which Assignment shall also be separately executed and delivered; and NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order to secure the payment of the principal of and premium, if any, and interest on the 2003A Certificates and any Additional Obligations as may be issued on a parity therewith under the Indenture (said 2003A Certificates, and any such Additional Obligations are hereinafter collectively referred to as the "Obligations") according to their true intent and meaning and to the extent herein provided, and to secure the performance and observance of all covenants and conditions therein or herein contained and to declare the terms and conditions upon and subject to which the Obligations are and are intended to be issued, executed, held, secured and enforced, and in consideration of the premises and of the purchase and acceptance of the Obligations by the owners thereof from time to time, and the acceptance by the Trustee of the trusts hereby created, and for other good and valuable considerations, the receipt of which is hereby acknowledged, this Indenture has been executed and delivered by IUBC and the Trustee, and there is hereby pledged, mortgaged and assigned by IUBC to the Trustee, and IUBC does hereby grant to the Trustee a security interest in, all right, title and interest of IUBC, as assignee of the Foundation, in or to the following (the "Trust Estate"): (a) the Biotechnology Research and Training Center and improvements located on certain real estate located in Marion County, Indiana, the same being more particularly described in Exhibit A hereto attached and made a part hereof, (b) the real estate located in Marion County, Indiana, the same being more particularly described in Exhibit A hereto attached and made a part hereof, and (c) the Assignment of the 2003 Lease, attached hereto as Exhibit B, ( d) all moneys and investments in the Debt Service Fund, including, without limitation, all rentals and other moneys to be received by or on behalf of the Trustee from the leasing of the Project and in particular the rentals and other moneys to be received under and pursuant to and subject to the provisions of the 2003 Lease, and subsequent Leases assigned pursuant to the provisions hereof pursuant to the terms of which (and to the assignment thereof to the Trustee) rent is to be paid directly to the Trustee and deposited in the Debt Service Fund, all subject to and in accordance with this Indenture, (e) all moneys and investments in the Project Fund; and (f) any real or personal property pledged, mortgaged or assigned by IUBC to the Trustee, or in which IUBC grants to the Trustee a security interest, under any indenture supplemental hereto

7 TO HAVE AND TO HOLD to the Trustee and its successors in said trust and to its and their assigns forever; BUT IN TRUST NEVERTHELESS, for the equal and proportionate benefit, security and protection of all present and future holders and owners of the Obligations issued or to be issued under and secured by the Indenture, and for the enforcement of the payment of the principal of and premium, if any, and interest on the Obligations, when payable, according to the true intent and meaning thereof and of this Indenture and to secure the performance of and compliance with the covenants, terms and conditions of this Indenture, without preference, priority or distinction, as to lien or otherwise, of any one Obligation over any other by reason of priority in the issue or negotiation thereof or otherwise, so that each and all Obligations shall have the same right, lien and privilege under this Indenture, and shall be equally and ratably secured hereby, as if all the Obligations had been made, issued and negotiated simultaneously with the delivery of this Indenture, it being intended that the lien and security of this Indenture shall take effect from the date hereof, without regard to the date of actual issue, sale or disposition of the Obligations as though upon such date all the Obligations were actually issued, sold and delivered to purchasers for value; provided, however, that if there shall be well and truly paid, or caused to be paid, the principal of the Obligations and the interest due or to become due thereon together with any premium required upon redemption of any of the Obligations prior to maturity, at the times and in the manner mentioned in the Obligations, according to the true intent and meaning thereof, and if there shall be well and truly paid the payment to be made into the Debt Service Fund as required under this Indenture, or if the Obligations shall have been paid and discharged in accordance with Section 8.02 of this Indenture, and if there shall well and truly be kept, performed and observed all the covenants and conditions pursuant to the terms of the Indenture to be kept, performed and observed, and if there shall be paid or caused to be paid to the Trustee all sums of money due or to become due in accordance with the terms and provisions hereof, then the Indenture and the rights hereby granted shall cease, determine and be void; otherwise, the Indenture shall be and remain in full force and effect. And it is expressly declared that all Obligations issued and secured hereunder are to be issued, executed and delivered and all said rentals, revenues and other income, charges, moneys, rights, titles and interests hereby pledged are to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes provided in the Indenture and it is agreed and covenanted, with the respective owners, from time to time, of the said Obligations as follows: - 3 -

8 ARTICLE I. CERTAIN GENERAL PROVISIONS Section Definitions. In addition to the words and terms elsewhere defined in this Indenture and otherwise in the Indenture, certain words and terms as used in this Indenture shall have the meanings given to them by the definitions and descriptions in this Article I unless the context or use indicates another or different meaning or intent and such definitions shall be equally applicable to both the singular and plural forms of any of the words and terms herein defined. The term "Foundation" is used herein with respect to ce1iain specific aspects of the 2003A Ce1iificates, while the term "IUBC", the assignee of the Foundation, is used herein in connection with broader references. Those words and terms not specifically defined herein and used in the Indenture as defined words or terms shall have the meanings set forth in the 2003 Lease: "2003 Lease" means the Amended and Restated Lease-Purchase Agreement dated as of February 15, 2003, by and between the Corporation and the Foundation, as the same may be amended, modified or supplemented by any amendments or modifications thereof and supplements thereto entered into in accordance with the provisions thereof "2003 Financial Guaranty Insurance Policy" means the financial guaranty insurance policy issued by Ambac Assurance Corporation insuring the payment when due of the principal of and interest on the 2003A Certificates as provided therein. "2003 Project" means the land, buildings, structures, furnishings, equipment and other improvements and facilities constituting the improvements to the Biotechnology Research and Training Center, financed with the 2003A Certificates and leased under the 2003 Lease. "2003A Certificate Insurer" means Ambac Assurance Corporation, a Wisconsindomiciled stock insurance company. "2003A Certificates" means the $10,830,000 in original principal amount of Certificates of Participation, Series 2003A dated as to February 15, "Additional Leases" means additional lease-purchase agreements from the Foundation to the Corporation which are assigned to the Trustee pursuant to supplements to this Indenture and in connection with Additional Obligations. "Additional Obligations" means Obligations in addition to the Certificates and the Series 2014A Obligations issued pursuant to the Indenture under Section 1.04 of this Indenture. "Amended Indenture" means the Amended and Restated Trust Indenture dated as of June 1, 2009, as subsequently supplemented. "Architect" means BSA Design, with respect to the 2003 Project. "Assignment" means the Assignment of each Lease to the Trustee in substantially the form of Exhibit B hereto

9 "Assignment of Interests" means the Assignment of Interests and Duties, among the Foundation, IUBC and the Corporation and consented to by the Trustee, all as of June 1, "Authorized Denomination" has the meaning for the 2003A Certificates set forth in Section 3.0l(a) hereof. "Certificates" means the Series 2003A Certificates, Series 2009A Certificates, Series 2009B Certificates, Series 2012A Certificates and Series 2013A Certificates. "Certificate Purchase Agreement" means, with respect to the 2003A Certificates, the agreement by that name among the Foundation, the Trustee and the Original Purchaser dated April 3, "Completion Certificate" means, with respect to the 2003 Project, the Certificate in the form of Exhibit E hereto. "Completion Date" means the date on which the construction of a Project is substantially completed as endorsed on the applicable Lease, and for the 2003 Project means April 17, 2003, the date of delivery of the Completion Certificate, and for subsequent projects means the date of delivery of the Completion Certificate therefor. "Construction Account" means the Construction Account of the Project Fund, including such sub-accounts allocable to each series of the Obligations. "Corporation" or "Lessee" means The Trustees of Indiana University, a body politic created by the General Assembly of the State of Indiana, and its lawful successors. "Debt Service Fund" means the fund created in Section 4.02 hereof. "Eligible Investments" means as to the Debt Service Fund and the Project Fund (i) obligations issued or guaranteed by the United States of America or any instrumentality thereof including Federal Farm Credit Banks and Federal Home Loan Banks, (ii) certificates of deposit issued by any savings and loan association, bank or trust company, including the Trustee, organized under the laws of the United States or any state thereof, with a capital and surplus of at least $25,000,000, (iii) repurchase agreements issued by savings and loan associations, banks, trust companies (including the Trustee), or government securities dealers, which repurchase agreements are fully collateralized at market value by obligations of the type specified in (i) above, and (iv) money market funds, mutual funds or trust funds (including those of the Trustee) the assets of which consist of obligations of the type specified in (i), (ii) or (iii) above, including, without limitation any mutual fund for which the Trustee or an affiliate of the Trustee serves as investment manager, administrator, shareholder servicing agent, and/or custodian or subcustodian, notwithstanding that (a) the Trustee or an affiliate of the Trustee receives fees from funds for services rendered, (b) the Trustee collects fees for services rendered pursuant to this Indenture, which fees are separate from the fees received from such funds, and (c) services performed for such funds and pursuant to this Indenture may at times duplicate those provided to such funds by the Trustee or an affiliate of the Trustee

10 "Expense Account" means the account of the Project Fund bearing that name created in Section 5.0l(a)(i) hereof. "Extraordinary Services" and "Extraordinary Expenses" means all services rendered and all reasonable expenses properly incurred by the Trustee under this Indenture other than Ordinary Services and Ordinary Expenses. "Foundation" means Indiana University Foundation and its lawful successors and assigns, including any surviving, resulting or transferee corporation, including IUBC. "Indenture" means the Original Indenture as amended and restated by the Amended Indenture, and as further amended by the Second Restatement as the same may be amended, modified or supplemented by any amendments or modifications thereof and supplements thereto entered into in accordance with the provisions thereof. "IUBC" (or "Lessor") means the Indiana University Building Corporation, as successor Lessor and successor to the Foundation hereunder pursuant to the Assignment oflnterests. "Lease" (or "Leases") means, collectively, (i) the 2003 Lease; and (ii) any Additional Leases relating to additional project facilities financed or refinanced by supplements to this Indenture. "Lessee Representative" means the person designated by the Corporation to act as its representative with respect to this Indenture or the Lease. "Lessor Representative" means the person designated by IUBC to act as its representative with respect to this Indenture and the Lease. "Moody's" means Moody's Investors Service, Inc., a corporation duly organized and validly existing under the laws of the State of Delaware, and its successors and assigns. "Obligation Holder," "Holder" or "Owner" means the registered owner of any Obligation as the names appear on the registration books maintained by the Trustee or pursuant to a bookentry system. "Obligations" means the Certificates, the Series 2014A Obligations and any Additional Obligations. "Ordinary Services" and "Ordinary Expenses" means those services normally rendered and those expenses normally incurred by a trustee under instruments similar to this Indenture. "Original Date" means, with respect to the 2003A Certificates or subsequent Obligations, the respective date of delivery thereof. "Original Indenture" means the Original Trust Indenture between the Foundation and the Trustee dated as of February 15,

11 "Original Purchaser" with respect to the 2003A Certificates means NatCity Investments, Inc., for itself and on behalf of other institutions. "Outstanding Obligations" or "Obligations Outstanding" means all Obligations which have been executed and delivered by the Trustee under the Indenture except: (a) Obligations canceled on surrender, exchange or transfer or canceled because of payment or redemption; (b) Obligations for the payment or redemption of which sufficient cash funds shall have been theretofore irrevocably deposited with the Trustee (whether upon or prior to the maturity or redemption date of any such Obligations), or which are deemed to have been paid and discharged, pursuant to the provisions of the Indenture; provided that if such Obligations are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given or arrangements satisfactory to the Trustee shall have been made therefor, or waiver of such notice satisfactory in form to the Trustee, shall have been filed with the Trustee; and (c) Obligations in lieu of which others have been executed under Section 2.05 of the Indenture. "Person" means natural persons, firms, associations, corporations and public bodies. "Project" (or "Projects") means, collectively, the 2003 Project and any subsequent facilities of the Corporation financed pursuant to supplemental indentures hereto. "Project Fund" means the fund created in Section 4.07 hereof and described more fully in Section 5.01 and Section 5.02 hereof. "Project Equipment" means furnishings and equipment, if any, included as part of a Project. "Rating Agency" means S&P, Moody's or any nationally recognized securities rating agency which has been requested to and has assigned a rating to the Obligations. "Rebate Agreement" means the applicable Construction and Rebate Agreement dated as of the date hereof, as further supplemented from time to time. "Rebate Fund" means the fund created in Section 4.09 hereof. "S&P" means Standard & Poor's Ratings Service, a division of The McGraw-Hill Companies, Inc., and its successors and assigns. "Second Restatement" means this Amended and Restated Trust Indenture (Second) between the Trustee and IUBC dated as of February 1, "Trustee" means The Bank of New York Mellon Trust Company, N.A. (as successor to Fifth Third Bank, Indiana) and its successors and assigns, including any surviving, resulting or - 7 -

12 transferee corporation, and any successor trustee at the time serving as successor trustee under the Indenture. "Trust Estate" has the meaning set forth in the Granting Clauses hereto. "Undertaking Agreement" means, collectively the Continuing Disclosure Unde1iaking Agreements dated as of September 6, 1995 and May 6, 1998, as previously supplemented, and as further supplemented by a Supplement to Continuing Disclosure Undertaking Agreement dated as of February 15, 2003, by and between the Corporation and Bank One Trust Company, National Association (predecessor entity of The Bank of New York Mellon Trust Company, N.A.), as further supplemented and amended from time to time. "Variable Rate" means any rate on any Additional Obligation which is not fixed to maturity. "Variable Rate Mode" means any of the Daily Rate Mode, Weekly Rate Mode, or Long Term Rate Mode. "Variable Rate Period" means any period in which Additional Obligations accrue interest at any Variable Rate. Section Terms of All Obligations. (a) All Obligations shall bear such designations as may be necessary to distinguish them from Obligations of any other series, shall be payable as to principal, premium, if any, and interest in lawful money of the United States of America, shall be in fully registered form as provided in this Indenture, shall be negotiable instruments and shall express on their face that they are issued in anticipation of rentals and other moneys to be received under the Lease. (b) The Obligations shall be executed by two authorized officers of the Trustee, provided that both signatures may be facsimiles, and shall bear the seal of the Trustee or a facsimile thereof. Each Obligation shall be authenticated by a Certificate of the Trustee endorsed thereon in the form hereinafter set forth. Only such Obligations as shall bear thereon, the Certificate of the Trustee shall be secured by this Indenture or entitled to any lien or benefit hereunder, and the Certificate of authentication executed by the Trustee upon any such Obligation shall be conclusive evidence that the Obligation so authenticated has been duly issued hereunder and is entitled to the benefits of the trust hereby created. ( c) All Obligations shall be executed in the manner provided in this Section or in the manner provided by law in effect at the time of their issuance. In case any representative of the Trustee whose signature or a facsimile of whose signature shall appear on any Obligations shall cease to be such representative before the issuance, execution or delivery of such Obligations, such signature or such facsimile shall nevertheless be valid and sufficient for all purposes, the same as if he had remained in office until that time. ( d) As provided herein, the Obligations shall be equally and ratably payable solely from and secured by the Trust Estate; and anything in the Obligations or this Indenture to the contrary notwithstanding, neither the Obligations nor this Indenture shall constitute a loan to or a debt or a pledge of the faith and credit of the Trustee, IUBC, as assignee of the Foundation or the - 8 -

13 Corporation, and the Obligations are payable solely from the aforesaid sources pledged by IUBC, as assignee of the Foundation, to their payment. Section Authorization of the 2003A Certificates. The Trustee has previously been authorized and directed to prepare, execute and deliver $10,830,000 in aggregate principal amount of 2003A Certificates, evidencing fractionalized interests of the Trustee in rentals and other moneys payable to it under the provisions of the 2003 Lease. Section Additional Obligations; Terms; Execution. (a) The Trustee, at the written direction of IUBC or the Corporation, to the extent permitted by law, shall cause to be issued Additional Obligations from time to time to provide for (1) the refunding of Outstanding Obligations in whole or in part, (2) refunding of other Obligations or Certificates of participation in other leases, if the associated lease is assigned hereunder, (3) the completion of any Project or ( 4) the financing of additional Projects; provided that the issuance of such Additional Obligations shall not result in the interest on the Obligations Outstanding immediately prior to such issuance becoming includable in gross income for purposes of federal income tax (except for such interest which is already includable in gross income for purposes of federal income tax). Before any Additional Obligations are executed there shall be delivered to the Trustee the items required by paragraph ( d) below. (b) Any series of Additional Obligations shall have maturities, interest rates (including Variable Rates), interest payment dates, denominations and other terms as provided in the supplemental indenture entered into in connection with such Additional Obligations, and the proceeds thereof shall be held, invested and paid out as therein provided, provided that such terms and provisions shall not be otherwise inconsistent with the Indenture. (c) The Additional Obligations shall be executed in the manner provided in a supplemental indenture; provided, however, that such manner of execution shall not be inconsistent with any requirements of this Indenture. No Additional Obligation shall be valid or become obligatory for any purpose or shall be entitled to any security or benefit under this Indenture unless and until such Additional Obligation shall have been duly executed and authenticated by the Trustee, and such authentication by the Trustee of any Additional Obligation shall be conclusive evidence that the Additional Obligation so authenticated has been duly executed and delivered hereunder and that the holder is entitled to the security of this Indenture. The Additional Obligations may be executed on behalf of the Trustee by any two persons duly authorized by the Trustee. The Additional Obligations may be authenticated by any duly authorized representative of the Trustee, and it shall not be necessary that the same person authenticate all of the Additional Obligations. ( d) Before any Additional Obligations authorized by this Indenture shall be executed and delivered by the Trustee, there shall be filed with the Trustee: 1. A written request from IUBC to the Trustee for the execution and delivery of the Additional Obligations. 2. An original executed counterpart of the supplemental indenture entered into in connection with the execution and delivery of the Additional - 9 -

14 Obligations, in which supplemental indenture, IUBC, in order to secure the payment of the principal of and premium, if any, and interest on the Obligations, and to secure the performance and observance of all covenants and conditions herein and therein contained, pledges, mortgages and assigns to the Trustee, and grants to the Trustee a security interest in, all right, title and interest of IUBC in or to the property leased by IUBC to the Corporation under the Additional Leases described in paragraph 3 below. 3. Executed Additional Leases relating to any additional facilities financed thereby, which Additional Leases require the Corporation to pay rent to IUBC at times and in amounts sufficient to pay the principal of and premium, if any, and interest or such Additional Obligations and the fees for all Ordinary Services and Extraordinary Services and all Ordinary Expenses and Extraordinary Expenses related thereto. 4. The written opinion of counsel satisfactory to the Trustee, to the effect that the documents submitted to the Trustee in connection with the request then being made comply with the requirements of the Indenture, that all filings required to be made under Section 1.05(g) of this Indenture have been made, and that in his opinion all conditions precedent to the delivery of such Additional Obligations have been fulfilled. 5. The written opinion of nationally recognized bond counsel (who may also be the counsel referred to above in paragraph 4) that the Obligations the issuance of which is then applied for, when duly executed, delivered, and authenticated by the Trustee, will be valid and legal special obligations in accordance with their terms and will be secured by the Indenture with all Obligations at the time outstanding hereunder. 6. Executed Assignments of any Additional Leases described m paragraph 3 above, together with executed deeds in trust to the Trustee. 7. The written opinion of nationally recognized bond counsel (who may also be the counsel referred to above in paragraph 4) that the supplemental indenture described in paragraph 2 above, the Additional Leases described in paragraph 3 above and the Assigmnents of any Additional Leases described in paragraph 6 above have been duly executed and delivered and are valid and binding agreements, enforceable in accordance with their terms. 8. Such other documents as may be necessary and appropriate hereunder, including appropriate evidence of good title to the Project in the form of a commitment for title insurance or title opinions. When the foregoing documents have been duly filed and the Additional Obligations have been executed, the Trustee shall deliver them to or upon the order of the original purchaser thereof, but only upon payment to the Trustee of the aggregate purchase price provided in the

15 supplemental indenture referred to in numbered paragraph 2 above of this Section, and accrued interest to the date of delivery. The proceeds of the sale of the Additional Obligations shall be used solely for the purpose of paying costs for which such Additional Obligations shall have been issued. The 2003A Certificates in the aggregate amount of $10,830,000 numbered AR-1 and up, all as described in the Indenture, have been duly executed by the duly authorized officers of the Trustee. Section Covenants. In addition to the other covenants in this Indenture contained, IUBC and the Trustee (to the extent it exercises its own discretion) further covenant with the Obligation holders as follows: (a) Payment of Principal, Premium and Interest. There will be paid, solely from the Trust Estate, the principal of and premium, if any, and interest on every Obligation on the dates and at the place and in the manner mentioned in the Obligations according to the true intent and meaning thereof. (b) Performance of Covenants, Authority and Actions. There will be faithful observance and performance at all times of all agreements, covenants, undertakings, stipulations and provisions contained in this Indenture and in any and every Obligation executed and delivered under this Indenture pertaining to the Obligations or the Lease of the Project. (c) Assignment of Lease. Upon delivery of a series of Obligations, IUBC will assign the rentals and other moneys payable by the Lessee under the applicable Lease to the Trustee for the payment of principal of and premium, if any, and interest on the Obligations. ( d) Maintenance of Lien. Except as otherwise provided in the Indenture and the Leases, IUBC will not sell or otherwise dispose of all or any part of the Project or create or suffer to be created any debt, lien or charge thereon, or make any other pledge or assignment of or create any lien or encumbrance upon the rentals, revenues and other income, charges and moneys realized from the lease, sale or other disposition of the Projects other than the pledge, mortgage and assignment thereof under this Indenture. (e) Payment of Taxes, Charges, Etc. Pursuant to the provisions of the Leases, the Corporation has agreed to pay all lawful taxes, assessments and charges at any time levied or assessed upon or against the Projects, or any part thereof; provided, however, that nothing contained in this Section shall require the payment of any such taxes, assessments or charges if the same are not required to be paid under the provisions of the Leases. (f) Maintenance and Repair. Pursuant to the provisions of the Leases, the Corporation has agreed at its own expense to cause the Projects to be kept in good repair and good condition, and the Corporation may, at its own expense, from time to time

16 undertake additions, remodeling, modifications and improvements to the Projects under the terms and conditions set forth in the Leases. (g) Public Records. The Leases and any amendments or supplements thereto, this Indenture and any amendments or supplements hereto, and all necessary financing statements, amendments thereto, continuation statements and instruments of similar character relating to the pledges made to secure the Obligations, shall be recorded and filed by IUBC in such manner and in such places as may be required by law in order to fully preserve and protect the security of the Obligation holders and the rights of the Trustee. (h) Rights Under Leases. Each Lease, a certified counterpart of which will have been filed with the Trustee on or before delivery of a series of Obligations, sets forth the covenants and obligations of the Corporation, and subsequent to the issuance of the Obligations and prior to payment of the Obligations in full or provision for payment thereof in accordance with the provisions thereof, such Lease may not be effectively amended, changed, modified, altered or terminated (other than as provided herein) without the prior written consent of the Trustee, and reference is hereby made to such Lease for a detailed statement of said covenants and obligations of the Corporation under the Lease, and the Trustee in its name may enforce all obligations of the Corporation under and pursuant to the Lease for and on behalf of the Obligation holders. (i) Maintenance of Leases. Subject to Section 7.01(1) hereof, the Trustee covenants that it shall do all things on its part necessary to maintain the Leases in effect in accordance with the terms thereof and will take all actions necessary to enforce and protect its rights under the Leases, including actions at law and in equity, as may be appropriate. (j) Use of Proceeds of Obligations and Moneys in Debt Service Fund. The Foundation covenants that it will restrict the use of the proceeds of the 2003A Certificates and moneys in the Debt Service Fund in such manner and to such extent, if any, as may be necessary, after taking into account reasonable expectations at the time of the delivery of and payment for the Obligations, so that they will not constitute arbitrage bonds under Section 148 of the Internal Revenue Code of 1986 and the regulations relating thereto. The Treasurer of the Foundation and any officer of the Trustee having responsibility with respect to the 2003 Lease or issuance of the Series 2003A Certificates is authorized and directed, alone or in conjunction with any other officer, employee, consultant or agent of the Foundation or the Trustee, to give an appropriate Certificate for inclusion in the transcript of proceedings, setting forth the reasonable expectations on the date of delivery of and payment for the 2003A Certificates regarding the amount and use of the proceeds of the 2003A Certificates pursuant to said Section 148 and any applicable regulations. (k) Investment of Project Fund and Debt Service Fund Moneys. The original proceeds of the 2003A Certificates held as a part of the Project Fund have been invested by the Foundation in Eligible Investments. All moneys in the Debt Service Fund shall be invested by the Trustee pursuant to the Rebate Agreement. The type, mnount and maturity shall be such so that the moneys invested will be available to make payments

17 from the respective funds in accordance with the prov1s10ns of the Lease and this Indenture as applicable. Any such investment may be purchased from the Trustee, and such investments shall be deemed at all times a part of the Project Fund or the Debt Service Fund, as appropriate, and the interest accruing thereon and any profit realized therefrom shall be credited to the respective fund or account and any loss resulting from such investments shall be charged to the respective fund or account. The Trustee shall sell, at the best price reasonably obtainable, and reduce to cash a sufficient portion of investments in the Debt Service Fund under the provisions of this Section whenever the cash balance in the Debt Service Fund is insufficient to pay the current interest and principal requirements on the Obligations when due. The Trustee shall not be liable for any losses occurring as a result of any such sales of investments. The Trustee shall have no responsibility with respect to the compliance by the Corporation or IUBC with respect to any covenant herein regarding investments made in accordance with this Article, other than to use its best reasonable efforts to comply with instructions from IUBC regarding such investments. Since the investments permitted by this Section have been included at the request of IUBC and the making of such investments will be subject to IUBC' s written direction, the Trustee specifically disclaims any obligation to IUBC or the Corporation for any loss arising from, or tax consequences of, investments pursuant to the provisions of this Section. Although IUBC recognizes that it may obtain a broker confirmation or written statement containing comparable information at no additional cost, IUBC hereby agrees that confirmations of Eligible Investments are not required to be issued by the Trustee for each month in which a monthly statement is rendered. No statement need be rendered for any fund or account if no activity occurred in such fund or account during such month. (1) Use of Project. (a) IUBC warrants that it has caused the Corporation to covenant that it will not permit the 2003 Project to be used by nongovernmental persons in such a manner as to cause the 2003A Certificates to be or become "private activity bonds" within the meaning of Section 141 of the Internal Revenue Code of (m) IUBC warrants that it has caused the Corporation to covenant that it will restrict the use of the proceeds of the 2003A Certificates and moneys in the Debt Service Fund in such manner and to such extent, if any, as may be necessary, after taking into account reasonable expectations at the time of the delivery of and payment for the Certificates, so that they will not constitute arbitrage bonds under Section 148 of the Internal Revenue Code of 1986 and the regulations relating thereto. The Treasurer of IUBC and any officer of the Trustee having responsibility with respect to the Leases or issuance of the 2003A Certificates is authorized and directed, alone or in conjunction with any other officer, employee, consultant or agent of IUBC or the Trustee, to give an appropriate certificate for inclusion in the transcript of proceedings, setting forth the reasonable expectations on the date of delivery of and payment for the 2003A Certificates regarding the amount and use of the proceeds of the 2003A Certificates pursuant to said Section 148 and any applicable regulations. (n) Exclusion from Gross Income for Federal Income Tax Purposes. IUBC covenants that it will not take any action nor fail to take any action that would result in the loss of the exclusion from gross income for federal income tax purposes of interest on

18 any Series of Obligations (to the extent such series has not been designated as "taxable") pursuant to Section 103 of the Internal Revenue Code of 1986, nor will IUBC or the Trustee (to the extent it exercises its own discretion) act in any other manner which would adversely affect such exclusion. The foregoing covenant is based solely on existing law in effect and in existence on the date of delivery of the Obligations and is limited to those Obligations which have been designated as tax-exempt rather than taxable. It shall not be an event of default under this Indenture if the interest on such Obligations becomes includable in gross income for federal income tax purposes or otherwise subject to federal income taxes pursuant to any provision of the Code which is not currently in effect and in existence on the date of issuance of such Obligations. ( o) Construction of 2003 Project. The Foundation has previously represented, warranted and covenanted that it has already entered into, or would enter into all necessary construction contracts (the "Construction Agreements") and covenants to obtain or to cause others to obtain all appropriate performance and payment bonds (the "Performance Bonds") from each of the contractors for the construction of the 2003 Project in accordance with plans and specifications prepared by the Architect. Section Representations and Warranties. The Foundation has previously represented, warranted and agreed as follows, which representations, warranties and agreements shall survive the execution and delivery of this Indenture: (a) The Foundation is a duly organized and validly existing corporation in good standing under the laws of the State of Indiana and has the full corporate power and authority to own its property and assets and to transact the business in which it is engaged or presently proposes to engage; and has the full corporate power and authority to execute, deliver and carry out the terms and provisions of this Indenture, the Lease and any other documents connected herewith or therewith to which it is a paiiy and has taken all necessary corporate action to authorize the execution and delivery of this Indenture, the Lease and any other documents connected herewith or therewith to which it is a party and the carrying out by it of the terms and provisions hereof and thereof. (b) No default and no condition, event or act which, with the giving of notice or lapse of time, or both, could become a default, exist under the Indenture, the Lease or any other document connected herewith or therewith to which the Foundation is a party or by which it is bound. (c) Neither the construction of the Project, nor the execution and delivery of this Indenture, the Lease or any other documents connected herewith or therewith to which the Foundation is a party, nor the consummation of the transactions herein and therein contemplated, nor the compliance with the terms and provisions hereof and thereof, will contravene any provision of present law, statute, rule or regulation to which it is subject or any judgment, decree, order, franchise or permit applicable to it, or will conflict or will be inconsistent with, or will result in any breach of, any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the

19 creation or imposition of any lien, charge, security interest or encumbrance upon any property or assets of it pursuant to the terms of any indenture, mortgage, deed of trust, agreement or other instrument to which it is a party or by which it or its property may be subject (other than this Indenture), or violate any provision of its Articles of Incorporation or By-Laws. (d) There are no actions, suits or proceedings pending, or to the Foundation's knowledge threatened, against or affecting it or its property before any court or before any governmental or administrative body or agency (domestic or foreign), the outcome of which might have a material adverse effect upon the Foundation's ability to meet and carry out its obligations under the Indenture, the Leases or any other documents connected herewith or therewith to which it is a party, or of preventing or interfering with the execution or delivery of, or carrying out the provisions of, the foregoing instruments or agreements. (e) No consent or approval of, or exemption by, any governmental or public body or authority, which has not now been obtained, is required to authorize, or is required in connection with, the execution, delivery and performance by the Foundation of the Indenture, the Lease or the taking of any action hereby or thereby contemplated; nor is any filing, recording, registration, giving of notice or other similar action required or permitted by law, which has not now been performed, to establish, perfect, protect or preserve the rights and titles, interests, remedies, powers or privileges of the Trustee hereunder or thereunder. (f) IUBC, as assignee of the Foundation, is the owner in fee simple of the real estate described in Exhibit A, and the owner in fee simple of the improvements constituting the 2003 Project located on the real estate described in Exhibit A, subject to this Indenture and the 2003 Lease. Neither the 2003 Project, nor any part of it, is subject to any lien or encumbrance of any character except for (i) easements and restrictions of record, including existing streets and alleys, (ii) current real and personal property taxes and non-delinquent assessments, and (iii) the 2003 Lease and this Indenture. (g) To the best of the Foundation's knowledge on the date of delivery of the Original Indenture, there are no pending or threatened condemnation proceedings affecting the real estate described in Exhibit A hereto. (h) The Foundation has previously represented, warranted and covenanted that it has obtained already all the necessary governmental approvals to permit the construction of the 2003 Project on the applicable real estate described in Exhibit A hereto in accordance with the plans and specifications and the use of such real estate for the purpose described herein. (i) The Foundation has previously represented, warranted and covenanted that the additional costs of the 2003 Project exceeding available proceeds of the 2003A Certificates have been or will be funded by additional rental payments by the Corporation under the 2003 Lease, payable from available funds of the Corporation, including operating funds from the Indiana University School of Medicine, gifts, grants and

20 bequests allocable to or otherwise available for such use, and further that such gifts, etc. have been allocated previously to costs of the Series 2003A Project prior to proceeds of the 2003A Certificates. Section Purpose. This Second Restatement is entered into pursuant to Section 9.01 of the Amended Indenture for the purpose of facilitating the issuance of Additional Obligations by more clearly describing the nature and character of such Obligations and to clarify one or more ambiguities in the Indenture, which do not adversely affect the rights of holders of Certificates or Obligations. (End of Article I)

21 ARTICLE II. FORM, EXECUTION, REGISTRATION AND EXCHANGE OF OBLIGATIONS Section Book-Entry Form Obligations. (a) The Obligations shall initially be issued and held in book-entry form on the books of the central depository system, The Depository Trust Company, its successors, or any successor central depository system appointed by IUBC from time to time (the "Clearing Agency"). IUBC and the Trustee may, in connection herewith, do or perform or cause to be done or performed any acts or things not adverse to the rights of the holders of the Obligations, as are necessary or appropriate to accomplish or recognize such bookentry form Obligations. (b) So long as the Obligations remain and are held in book-entry form on the books of a Clearing Agency, then (1) any such Obligation may be registered upon the books kept by the Trustee in the name of such Clearing Agency, or any nominee thereof, including CEDE & CO., as nominee of The Depository Trust Company; (2) except as may be provided in subsection (d) below, the Clearing Agency in whose names such Obligation is so registered shall be, and IUBC and the Trustee may deem and treat such Clearing Agency as, the absolute owner and holder of such Obligation for all purposes of the Indenture, including, without limitation, the receiving of payment of the principal of, premium, if any, and interest on such Obligation, the receiving of notice and giving of consent; (3) neither IUBC nor the Trustee shall have any responsibility or obligation hereunder to any direct or indirect patiicipant, within the meaning of Section 17 A of the Securities Exchange Act of 1934, as amended, of such Clearing Agency, or any person on behalf of which, or otherwise in respect of which, any such participant holds any interest in any Obligation, including, without limitation, any responsibility or obligation hereunder to maintain accurate records of any interest in any Obligation or any responsibility or obligation hereunder with respect to the receiving of payment of principal, premium, if any, or interest on any Obligations, the receiving of notice or the giving of consent; and ( 4) the Clearing Agency is not required to present any Obligation called for partial redemption before receiving payment so long as the Trustee and the Clearing Agency have agreed to the method for noting the partial redemption. ( c) If either (i) IUBC receives notice from the Clearing Agency which is currently the registered owner of the Obligations to the effect that such Clearing Agency is unable or unwilling to discharge its responsibility as a Clearing Agency for the Obligations, or (ii) IUBC elects to discontinue its use of such Clearing Agency as a Clearing Agency for the Obligations, then IUBC and Trustee each shall do or perform or cause to be done or performed all acts or things, not adverse to the rights of the holders of the Obligations, as are necessary or appropriate to discontinue use of such Clearing Agency as a Clearing Agency for the Obligations and to transfer the ownership of each of the Obligations to such person or persons, including any other Clearing Agency, as the holder of the Obligations may direct in accordance with the Indenture. Any expenses of such discontinuance and transfer, including expenses of printing new Obligations to evidence the Obligations, shall be paid by IUBC. ( d) So long as the Obligations remain and are held in book-entry form on the books of a Clearing Agency, the Trustee shall be entitled to request and rely upon a certificate or other written representation from the Clearing Agency or any participant or indirect participant with I/

22 respect to the identity of any beneficial owners of the Obligations as of a record date selected by the Trustee. For purposes of determining whether the consent, advice, direction or demand of a Registered Owner of the Obligations has been obtained, the Trustee shall be entitled to treat the beneficial owners of the Obligations as the Obligation holders, and any consent, request, direction, approval, objection or other instrument of such beneficial owner may be obtained in the same fashion as described in Section 1.02 hereof. (e) So long as the Obligations remain and are held in book-entry form on the books of the Clearing Agency, the provisions of the Blanket Issuer Letter of Representations (in substantially the form of Exhibit C hereto), as supplemented and amended, or any successor agreement or agreements shall control on the matters set forth in this Section The Trustee agrees that it will undertake the duties of Agent set forth therein and that those duties to be undertaken by either the Agent or IUBC in paragraphs 2, 3, 4 and 12 thereof shall be the responsibility of the Trustee, as Agent. Section Registration Book. The Trustee shall serve as registrar and paying agent and shall keep, at its designated corporate trust office, a record for the registration of Obligations issued hereunder which shall, at all reasonable times, be open for inspection by IUBC and the Corporation. Section Transfer and Exchange of Obligations. Registered owners of Obligations may, upon presentation and surrender thereof at the corporate trust operations office of the Trustee, with a written instrument of transfer satisfactory to the Trustee, transfer or exchange an Obligation or Obligations for an Obligation or Obligations of equal aggregate principal amount of the same maturity and interest rate of any authorized denominations. For every exchange or transfer of Obligations, the Trustee may make a charge sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer, which shall be paid by the person requesting such exchange or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer. The cost of preparing each new Obligation upon each exchange or transfer, and any other expenses of the Trustee incurred in connection therewith (except any applicable tax, fee or other governmental charge) shall be paid from the Debt Service Fund. The Trustee shall not be required to register the transfer of or exchange any Obligation after notice calling such Obligation or portion thereof for redemption has been mailed or during the 15-day period next preceding the mailing of a notice of redemption of any Obligations of the same series and maturity. Section Ownership of Obligations. The person in whose name the Obligations shall be registered shall be deemed and regarded as the absolute owners thereof for all purposes, and payment of or on account of the principal of any Obligation and the interest and premium, if any, on such Obligation shall be made only to or upon the order of the registered owner thereof or his duly authorized attorney in such form as shall be satisfactory to the Trustee, and the Trustee shall not be affected by any notice to the contrary, but such registration may be changed as hereinabove provided. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Obligations, including the interest thereon, to the extent of the sum or sums so paid. Section Mutilated, Lost, Stolen or Destroyed Obligations. In case any Obligation issued under this Indenture shall become mutilated or be destroyed, stolen or lost, the Trustee, in

23 its discretion, may issue and deliver in exchange for and in place and upon cancellation of the mutilated Obligation, or in lieu of and substitution for the same if destroyed, stolen or lost, a new Obligation of like denomination and tenor, but which, in the discretion of the Trustee, may bear the same or a different serial number, be marked "Duplicate," or be otherwise distinguished. In case of destruction, theft or loss, the applicant for a substituted Obligation shall furnish to the Trustee evidence of the destruction of such Obligation so destroyed, which evidence must be satisfactory to the Trustee, in its discretion, and said applicant shall also furnish indemnity satisfactory to it in its discretion. The Trustee shall have the right to require the payment of the expense of issuing such replacement prior to the delivery of a new Obligation. Section Payment Procedure Pursuant to the 2003 Financial Guaranty Insurance Policy. For as long as the 2003A Financial Guaranty Insurance Policy remains in full force and effect, the Corporation and the Trustee agree to comply with the following provisions: (a) At least one (1) day prior to all Interest Payment Dates the Trustee will determine whether there will be sufficient funds in the Funds and Accounts to pay the principal of or interest on the 2003A Certificates on such Interest Payment Date. If the Trustee determines that there will be insufficient funds in such Funds or Accounts, the Trustee shall so notify the 2003A Ce1iificate Insurer. Such notice shall specify the amount of the anticipated deficiency, the 2003A Ce1iificates to which such deficiency is applicable and whether such 2003A Certificates will be deficient as to principal or interest, or both. If the Trustee has not so notified the 2003A Certificate Insurer at least one (1) day prior to an Interest Payment Date, the 2003A Certificate Insurer will make payments of principal or interest due on the 2003A Certificates on or before the first (1st) day next following the date on which the 2003A Certificate Insurer shall have received notice of nonpayment from the Trustee. (b) the Trustee shall, after giving notice to the 2003A Certificate Insurer as provided in (a) above, make available to the 2003A Certificate Insurer and, at the 2003A Certificate Insurer's direction, to The Bank of New York, in New York, New York, or successors, as insurance trustee for 2003A Certificate Insurer or any successor insurance trustee (the "Insurance Trustee"), the registration books of the Corporation maintained by the Trustee and all records relating to the Funds and Accounts maintained under this Indenture. (c) the Trustee shall provide the 2003A Certificate Insurer and the Insurance Trustee with a list of registered owners of 2003A Certificates entitled to receive principal or interest payments from the 2003A Certificate Insurer under the terms of the 2003A Financial Guaranty Insurance Policy, and shall make arrangements with the Insurance Trustee (i) to mail checks or drafts to the registered owners of 2003A Certificates entitled to receive full or partial interest payments from the 2003A Certificate Insurer and (ii) to pay principal upon the 2003A Certificates surrendered to the Insurance Trustee by the registered owners of the 2003A Certificates entitled to receive full or partial principal payments from the 2003A Certificate Insurer. ( d) the Trustee shall, at the time it provides notice to the 2003A Certificate Insurer pursuant to (a) above, notify registered owners of 2003A Certificates entitled to receive the payment of principal or interest thereon from the 2003A Certificate Insurer

24 (i) as to the fact of such entitlement, (ii) that the 2003A Certificate Insurer will remit to them all or a part of the interest payments next coming due upon proof of Holder entitlement to interest payments and delivery to the Insurance Trustee, in form satisfactory to the Insurance Trustee, of an appropriate assignment of the registered owner's right to payment, (iii) that should they be entitled to receive full payment of principal from the 2003A Certificate Insurer, they must surrender their 2003A Certificates (along with an appropriate instrument of assignment in form satisfactory to the Insurance Trustee to permit ownership of such 2003A Certificates to be registered in the name of the 2003A Certificate Insurer) for payment to the Insurance Trustee, and not the Trustee and (iv) that should they be entitled to receive partial payment of principal from the 2003A Certificate Insurer, they must surrender their 2003A Certificates for payment thereon first to the Trustee who shall note on such 2003A Certificates the portion of the principal paid by the Trustee and then, along with an appropriate instrument of assignment in form satisfactory to the Insurance Trustee, to the Insurance Trustee, which will then pay the unpaid portion of principal. (e) in the event that the Trustee has notice that any payment of principal of or interest on a 2003A Certificate which has become Due for Payment and which is made to a Holder by or on behalf of the Corporation has been deemed a preferential transfer and theretofore recovered from its registered owner pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with the final, nonappealable order of a comi having competent jurisdiction, the Trustee shall, at the time the 2003A Certificate Insurer is notified pursuant to (a) above, notify all registered owners that in the event that any registered owner's payment is so recovered, such registered owner will be entitled to payment from the 2003A Certificate Insurer to the extent of such recovery if sufficient funds are not otherwise available, and the Trustee shall furnish to the 2003A Certificate Insurer its records evidencing the payments of principal of and interest on the 2003A Certificates which have been made by the Trustee and subsequently recovered from registered owners and the dates on which such payments were made. (f) in addition to those rights granted 2003A Certificate Insurer under this Indenture, 2003A Certificate Insurer shall, to the extent it makes payment of principal of or interest on 2003A Certificates, become subrogated to the rights of the recipients of such payments in accordance with the terms of the 2003A Financial Guaranty Insurance Policy, and to evidence such subrogation (i) in the case of subrogation as to claims for past due interest, the Trustee shall note 2003A Certificate Insurer's rights as subrogee on the registration books of the Corporation maintained by the Trustee upon receipt from 2003A Certificate Insurer of proof of the payment of interest thereon to the registered owners of the 2003A Certificates, and (ii) in the case of subrogation as to claims for past due principal, the Trustee shall note 2003A Certificate Insurer's rights as subrogee on the registration books of the Corporation maintained by the Trustee upon surrender of the 2003A Certificates by the registered owners thereof together with proof of the payment of principal thereof. (End of Article 11) I/

25 ARTICLE III. 2003A CERTIFICATES Section Terms of 2003A Certificates. (a) The 2003A Certificates shall be initially issued in fully registered form in the Authorized Denomination of $5,000 or any integral multiple thereof requested by the Certificate holder. 2003A Ce1iificates shall be numbered from AR-1 up, shall bear the Original Date, and shall also bear the date of authentication. (b) Each 2003A Certificate shall bear interest from the interest payment date to which interest has been paid next preceding the date of its authentication unless it is authenticated between the fifteenth day of the month preceding an interest payment date and such interest payment date and payment of interest is not in default, in which case it shall bear interest from that interest payment date or unless it is authenticated on or before the fifteenth day of the month preceding the first interest payment date, in which case it shall bear interest from the Original Date. Section Interest Rates and Maturity. The 2003A Certificates shall bear interest at the rates per annum set forth opposite the maturity date in the schedule below, calculated on the basis of a 360-day year consisting of twelve 30-day months and payable on each July 1 and January 1 commencing July 1, 2003, and shall mature on January 1 and July 1 of the years and in the principal amounts set opposite the maturity date in the schedule below: Principal Interest Maturity Amount Rate 01/01/04 $200, % 07/01/04 200, /01/05 205, /01/05 205, /01/06 210, /01/06 210, /01/07 210, /01/07 215, /01/08 220, /01/08 220, /01/09 225, /01/09 225, /01/10 230, /01/10 235, /01/11 240, /01/11 245, /01/13 1,030, * 01/01/14 270, /01/14 275, /01/15 565, * 07/01/16 590, * 01/ ,

26 Maturity 07 /01/18 01/01/23 Principal Amount 955,000 3,345,000 Interest Rate 5.000* 5.250* *Term Bond, Subject to Mandatory Sinking Fund Redemption Section Mandatory Sinking Fund Redemption. The 2003A Ce1iificates maturing July 1, 2013 are subject to mandatory redemption by lot prior to maturity on January 1 and July 1 of the years and in the amounts set forth below at a price equal to 100% of the principal amount to be redeemed, plus accrued interest to the date ofredemption: Date Amount 01/01/12 $250,000 07/01/12 255,000 01/01/13 260,000 07/01/13* 265,000 The 2003A Certificates maturing July 1, 2015 are subject to mandatory redemption by lot prior to maturity on January 1 and July 1 of the years and in the amounts set forth below at a price equal to 100% of the principal amount to be redeemed, plus accrued interest to the date of redemption. Date 01/01/15 07/01/15* Amount $280, ,000 *Final maturity The 2003A Certificates maturing July 1, 2016 are subject to mandatory redemption by lot prior to maturity on January 1 and July 1 of the years and in the amounts set forth below at a price equal to 100% of the principal amount to be redeemed, plus accrued interest to the date of redemption. Date 01/01/16 07/01/16* Amount $290, ,000 *Final maturity The 2003A Certificates maturing July 1, 2018 are subject to mandatory redemption by lot prior to maturity on January 1 and July 1 of the years and in the amounts set forth below at a price equal to 100% of the principal amount to be redeemed, plus accrued interest to the date of redemption

27 Date 07/01/17 01/01/18 07/01/18* Amount $310, , ,000 *Final maturity The 2003A Certificates maturing January 1, 2023 are subject to mandatory redemption by lot prior to maturity on January 1 and July 1 of the years and in the amounts set forth below at a price equal to 100% of the principal amount to be redeemed, plus accrued interest to the date of redemption. *Final maturity Date Amount Date Amount 01/01/19 $335,000 07/01/21 $380,000 07/01/19 345,000 01/ ,000 01/01/20 355,000 07/01/22 400,000 07/01/20 360,000 01/01/23* 410,000 01/ ,000 Section Optional Redemption. The 2003A Certificates maturing on or after January 1, 2014, are subject to optional redemption in whole or in part on any date on or after January 1, 2013, in the order of maturity specified by IUBC (as directed by the Corporation), at a redemption price of 100% of the principal amount to be redeemed plus accrued interest to the redemption date. Section Redemption Proceedings. (a) Notice of the call for redemption of the 2003A Certificates, identifying by interest rate, issue date, maturity date, CUSIP numbers and Certificate numbers or other distinguishing marks, the 2003A Certificates (in amounts of $5,000 or an integral multiple thereof) to be redeemed, the redemption price to be paid, the date fixed for redemption and the place where the amounts due upon such redemption is payable, shall be given by mailing a copy of the redemption notice by first class mail at least thirty-five (3 5) days prior to the date fixed for redemption to the registered owner of each 2003A Certificate to be redeemed at the address shown on the registration books kept by the Trustee as of the date on which such notice is mailed; provided, however, that failure to give such notice by mailing, or any defect in such notice, shall not affect the validity of any proceedings for the redemption of any of the other 2003A Certificates. (b) In addition to the foregoing notice, further notice shall be given by the Trustee as set out below, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption of any such Certificate if notice thereof is given as above prescribed. (1) Each further notice of redemption given hereunder shall contain the information required above for an official notice of redemption. I/

28 (2) Each further notice of redemption shall be sent at least thirty-five (35) days (or 30 days if the 2003A Certificates are not in book-entry-only form) before the redemption date by facsimile or first class mail, postage prepaid, to such additional parties as identified in the Undertaking Agreement in the manner provided therein. ( c) Upon the payment of the redemption price of A Certificates being redeemed, each check or other transfer of funds issued for such purpose, including interest accrued to Redemption Date, shall bear the CUSIP number identifying, by issue and maturity, the 2003A Certificates being redeemed with the proceeds of such check or other transfer. (d) If less than all the 2003A Certificates are called for redemption at one time, the 2003A Certificates shall be redeemed in the order of maturity specified by the Corporation and the selection of the particular 2003A Certificates within such maturities shall be made by the Trustee by lot in such manner as the Trustee may determine. All 2003A Certificates so called will cease to bear interest on the redemption date, provided funds for their redemption are on deposit at the office of the Trustee at that time, and shall no longer be protected by the Indenture and shall not be deemed to be outstanding under the provisions of the Indenture. (e) Principal of and premium, if any, on the 2003A Certificates shall be payable at the corporate trust operations office of the Trustee, presently The Bank of New York Mellon Trust Company, N.A., upon the presentation and surrender of the 2003A Certificates. Interest on 2003A Certificates shall be payable by check mailed by the Trustee one business day prior to each interest payment date to the persons in whose name each 2003A Certificate is registered at the close of business on the fifteenth day of the month preceding such interest payment date and to such address as it appears on the registration books; provided, however, payments to a depository for book entry only bonds shall be made in immediately available funds on the payment date. Section Delivery of 2003A Certificates. Upon the execution and delivery of this Indenture, the Trustee shall execute the 2003A Certificates and deliver them to, or at the written direction of, the Original Purchaser as hereinafter in this Section 3.06 provided. Prior to the delivery by the Trustee of any of the 2003A Certificates there shall be filed with the Trustee: 1. An original executed counterpart of this Indenture. 2. A certified copy of the 2003 Lease. 3. An executed Assignment of the 2003 Lease assigning to the Trustee the Foundation's interest as Lessor under the 2003 Lease. 4. An original executed counterpaii of the Undertaking Agreement, as amended. 5. An original executed counterpart of the Rebate Agreement

29 6. An original executed counterpart of the Certificate Purchase Agreement. 7. Evidence of issuance of the 2003A Financial Guaranty Insurance Policy. 8. Evidence of ratings as required by the Certificate Purchase Agreement. 9. An executed Quit Claim Deed in substantially the form of Exhibit D-1 to be held by the Trustee in trust until the exercise of the option to purchase the 2003 Project under the 2003 Lease by the Corporation, and a title insurance commitment on the 2003 Project. 10. Such opinions of bond counsel, counsel to the Foundation, counsel to the Corporation and counsel to the Trustee as required by the Certificate Purchase Agreement. Section Form of 2003A Certificate. The Series 2003 Certificates, the Trustee's Certificate of Authentication to be endorsed thereon, and the registration endorsement shall be substantially in the following form with the appropriate omissions, insertions and variations as in this Indenture required or permitted: "Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York Corporation ("DTC" or "Securities Depository"), to the Trustee or its agent for registration of transfer, exchange, or payment, and any Certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. No. --- UNITED STATES OF AMERICA STATE OF INDIANA COUNTY OF MARION CERTIFICATE OF PARTICIPATION, SERIES 2003A Evidencing a Proportionate Interest of the Owner Hereof in Lease Payments to Be Made under Certain Lease-Purchase Agreements by THE TRUSTEES OF INDIANA UNIVERSITY, as Lessee Interest Rate Maturity Original Date Authentication Date CUSIP April 1 7,

30 Registered Owner: CEDE& CO. Principal Sum: KNOW ALL MEN BY THESE PRESENTS, that this Certificate evidences an interest of the Registered Owner (named above), or registered assigns, in the lease payments to be made by The Trustees of Indiana University (hereinafter called the "Corporation"), pursuant to one or more lease-purchase agreement(s) between the Corporation and Indiana University Foundation (hereinafter called the "Foundation") more particularly described in the hereinafter defined Indenture (collectively the "Lease"). This Certificate is issued under and secured by the Trust Indenture dated as of February 15, 2003 (hereinafter called the "Indenture") between Fifth Third Bank, Indiana, as Trustee (hereinafter called the "Trustee"), and the Foundation. The Principal Sum set forth above shall be paid to the Registered Owner hereof on the Maturity Date set fo1ih above, upon presentation and surrender of this Certificate at the corporate trust operations office of the Trustee in Indianapolis, Indiana unless this Certificate shall have been duly called for redemption and payment as provided herein. Interest shall be paid from the interest payment date immediately preceding the date of authentication hereof unless this Certificate is authenticated between the fifteenth day of the month preceding an interest payment date and such interest payment date, in which case interest shall be paid from such interest payment date unless payment of interest is in default in which case interest shall be paid from the date to which interest has been paid, or unless this Certificate is authenticated on or before the fifteenth day of the month preceding the first interest payment date, in which case interest shall be paid from the Original Date set forth above, at the rate per annum set forth above, which interest shall be paid on January 1 and July 1 each year, beginning July 1, The Trustee shall make such payments to the Registered Owner, but solely from the sources and in the manner hereinafter set forth, until the Principal Sum has been paid at maturity or upon earlier redemption. Interest on this Certificate is payable by check mailed one business day prior to each interest payment date to the registered owner as the name appears at the close of business on the fifteenth day of the month preceding such interest payment date; provided, however, payments to a depository for book entry only bonds shall be made in immediately available funds on the payment date. Principal of and any premium on this Certificate are payable in lawful money of the United States of America at the corporate trust operations office of the Trustee in Indianapolis, Indiana. Interest shall be computed on the basis of a 360-day year with twelve thirty-day months. This Certificate is one of a series of Certificates of paiiicipation of like tenor and effect, except as to maturity, authentication date, denomination and interest rate, aggregating in amount $10,830,000 denominated "Certificates of Participation, Series 2003A" evidencing a proportionate interest of the owners thereof in lease payments to be made by the Corporation under the Lease (hereinafter called the "2003A Certificates"), issued pursuant to the Indenture and in anticipation of the receipt by the Trustee of rentals and other moneys payable to it under the provisions of the Lease. l/

31 Said 2003A Certificates, together with any Additional Certificates as may be issued on a parity therewith under the Indenture (said 2003A Certificates and any such Additional Certificates are hereinafter collectively called the "Certificates"), are all issued or to be issued under and are to be equally and ratably secured and entitled to the protection given by the Indenture. The Indenture is on file in the principal corporate trust office of the Trustee, and reference is hereby made to the Indenture for a more complete description of the provisions, among others, with respect to the nature and extent of the security, the rights, duties and obligations of the Corporation under the Lease, the Trustee and the owners of the Certificates, and the terms and conditions upon which the Ce1iificates are issued and secured, to all of the provisions of which Indenture, each registered owner, by the acceptance hereof, assents. This Certificate is transferable by the registered owner hereof at the corporate trust operations office of the Trustee in Indianapolis, Indiana upon surrender and cancellation of this Certificate and on presentation of a duly executed written instrument of transfer and thereupon a new Certificate or Certificates of the same aggregate principal amount and maturity and in authorized denominations will be issued to the transferee or transferees in exchange therefor. This Certificate may be exchanged upon surrender hereof at the corporate trust operations office of the Trustee in Indianapolis, Indiana, duly endorsed by the registered owner for the same aggregate principal amount of Certificates of the same maturity in authorized denominations as the registered owner may request. The Trustee shall not be required to register the transfer of or exchange any Certificate after notice calling such Certificate or portion thereof for redemption has been mailed or during the 15-day period next preceding the mailing of a notice of redemption of any Ce1iificates of the same series and maturity. The 2003A Certificates maturing on or after July 1, 2014, are subject to optional redemption in whole or in part on any date on or after July 1, 2013 in the order of maturity specified by the Foundation or its successor in interest (as directed by the Corporation), at a redemption price of 100% of the principal amount to be redeemed plus accrued interest to the redemption date. The 2003A Certificates maturing July 1, 2013 are subject to mandatory redemption by lot prior to maturity on January 1 and July 1 of the years and in the amounts set forth below at a price equal to 100% of the principal amount to be redeemed, plus accrued interest to the date of redemption: Date Amount 01/01/12 $250,000 07/01/12 255,000 01/01/13 260,000 07/01/13* 265,000 The 2003A Ce1iificates maturing July 1, 2015 are subject to mandatory redemption by lot prior to maturity on January 1 and July 1 of the years and in the amounts set forth below at a price equal to 100% of the principal amount to be redeemed, plus accrued interest to the date of redemption

32 Date 01/01/15 07/01/15* Amount $280, ,000 *Final maturity The 2003A Certificates maturing July 1, 2016 are subject to mandatory redemption by lot prior to maturity on January 1 and July 1 of the years and in the amounts set forth below at a price equal to 100% of the principal amount to be redeemed, plus accrued interest to the date of redemption. Date 01/01/16 07/01/16* Amount $290, ,000 *Final maturity The 2003A Certificates maturing July 1, 2018 are subject to mandatory redemption by lot prior to maturity on January 1 and July 1 of the years and in the amounts set forth below at a price equal to 100% of the principal amount to be redeemed, plus accrued interest to the date of redemption. Date 07/01/17 01/01/18 07/01/18* Amount $310, , ,000 *Final maturity The 2003A Certificates maturing January 1, 2023 are subject to mandatory redemption by lot prior to maturity on January 1 and July 1 of the years and in the amounts set forth below at a price equal to 100% of the principal amount to be redeemed, plus accrued interest to the date of redemption. *Final maturity Date Amount Date Amount 01/01/19 $335,000 07/01/21 $380,000 07/01/19 345,000 01/01/22 390,000 01/01/20 355,000 07/01/22 400,000 07/01/20 360,000 01/01/23* 410,000 01/01/21 370,000 The right of redemption of the Certificates shall be exercised by notice specifying the Certificates or portions thereof to be called, the redemption price to be paid, the date fixed for redemption and the place where the amounts due upon such redemption are payable, to be mailed by first class mail at least thirty-five days prior to the date fixed for redemption to the registered

33 owner of each Certificate to be redeemed at the name and address shown on the registration books as of the date on which such notice is mailed; provided, however, that failure to give such notice by mailing, or any defect therein, with respect to any Certificate shall not affect the validity of any proceedings for the redemption of any of the other Certificates. If less than all the Certificates are called for redemption at one time, such Certificates shall be redeemed in the order of maturity specified by the Foundation, or its successor in interest, as directed by the Corporation, and the selection of the particular Ce1iificates within such maturities shall be made by the Trustee by lot in such manner as the Trustee may determine. All Certificates called for redemption will cease to bear interest on the redemption date, provided funds for their redemption are on deposit at the office of the Trustee at that time, and shall no longer be protected by the Indenture and shall not be deemed to be outstanding under the provisions of the Indenture. Additional notices shall be given to information services as provided in the Indenture. The Certificates are special obligations payable as to principal, premium, if any, and interest solely out of, and secured by, the Trust Estate, as defined in the Indenture. The Lease and the assignment thereof provide that the Corporation must make periodic payments of rent, assigned to the Trustee, which are sufficient for the prompt payment when due of the principal of and premium, if any, and interest on said Certificates. The rentals are required by the Lease and the assignment thereof to be paid to the Trustee and when received by the Trustee are required to be used for the payment of such principal, premium, if any, and interest and have been duly pledged for that purpose. The registered owner of this Certificate shall not be entitled to enforce the provisions of the Indenture or to institute, appear in or defend any suit, action or proceeding at law or in equity to enforce any rights, remedies or covenants granted by the Indenture, or to take any action with respect to any event of default under the Indenture, except as provided in the Indenture. The Indenture contains provisions permitting the Trustee, with the consent of the owners of not less than 51 % in aggregate principal amount of the Certificates, at the time outstanding, evidenced as in the Indenture provided, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or any supplemental indenture or restricting in any manner the rights of the owners of the Certificates; provided, however, that no such supplemental indenture shall (i) extend the maturity of the principal of or the interest on any of the Certificates or reduce the principal amount of any Certificate or the rate of interest or redemption premium thereon, without the consent of the owner of each Certificate so affected or (ii) permit a privilege or priority of any Certificate or Certificates over any other Certificate or Certificates or reduce the aggregate principal amount of the Certificates required for consent to such supplemental indenture, without the consent of the owners of all Ce1iificates then outstanding. No provision of this Certificate or the Indenture and no reference herein to the Indenture shall have the effect of incorporating in the terms of this Certificate any provision which would alter or impair the obligation to pay, but solely from the Trust Estate hereinbefore mentioned, the principal of and premium, if any, and interest on this Certificate at the times and places and in the coin or currency provided herein or affect the right of the owner of this Certificate to enforce payment thereof from such Trust Estate at and after the date of maturity of this Certificate or any

34 payment of interest thereon without reference to or consent of the Trustee or the owner of any other Certificate. The Trustee may deem and treat the person in whose name this Certificate is registered as the absolute owner hereof. This Certificate shall not be valid or obligatory for any purpose until duly authenticated by the Trustee, or its successors, by the execution of the Certificate of Authentication endorsed hereon. IN WITNESS WHEREOF, Fifth Third Bank, Indiana, as Trustee, has caused this Certificate to be executed in its name by the facsimile signatures of two of its duly authorized representatives and a facsimile of its seal to be reproduced hereon. FIFTH THIRD BANK, INDIANA, as Trustee (SEAL) And By: FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION This Certificate is one of the Certificates of Participation, Series 2003A described in the within-mentioned Trust Indenture. FIFTH THIRD BANK, INDIANA, as Trustee Authorized Representative STATEMENT OF INSURANCE Financial Guaranty Insurance Policy No BE (the "Policy") with respect to payments due for principal of the interest on this Bond has been issued by Ambac Assurance Corporation ("Ambac Assurance"). The Policy has been delivered to the Bank of New York, New York, New York, as the Insurance Trustee under said Policy and will be held by such Insurance Trustee or any successor insurance trustee. The Policy is on file and available for inspection at the principal office of the Insurance Trustee and a copy thereof may be secured from Ambac Assurance or the Insurance Trustee. All payments required to be made under the Policy shall be made in accordance with the provisions thereof. The owner of this Obligation acknowledges and consents to the subrogation rights of Ambac Assurance as more fully set forth in the Policy

35 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (please print or typewrite name, address and social security or other identifying number 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. Signature Guaranteed NOTICE: Signature(s) must be guaranteed by NOTICE: The signature to this assignment an eligible guarantor institution participating in must correspond with the name as it appears a Securities Transfer Association recognized upon the face of the within Ce1iificate in every signature guarantee program. particular, without alteration or enlargement or any change whatever." (End of A1iicle III)

36 ARTICLE IV. FUNDS Section Funds. Pursuant to this Indenture, the Trustee will create and hold the "Debt Service Fund" and IUBC will create and hold or cause to be held the "Project Fund" and the "Rebate Fund." Section Source of Payment - Debt Service Fund. (a) There is hereby created and ordered maintained, as a separate account in the custody of the Trustee, a trust fund to be designated "Debt Service Fund,'' which shall be used to pay the principal of and premium, if any, and interest on the Obligations. (b) There shall be deposited into the Debt Service Fund, as and when received (i) all rent payments specified in the Leases; (ii) all other moneys received by the Trustee under and pursuant to any of the provisions of the Leases which are to be paid into the Debt Service Fund; (iii) any moneys received by the Trustee from the sale, lease or other disposition of the Projects; and (iv) accrued interest received by the Trustee along with the proceeds of any Series of Obligations. (c) There is hereby created and ordered maintained therein an account entitled "2003A Account" into which sufficient moneys will be deposited to make payments of principal of and premium, if any, and interest on the 2003A Certificates from time to time. The rent payments provided for under the terms of the Lease are to be remitted directly to the Trustee, deposited in the Debt Service Fund and disbursed as provided herein. The 2003 Lease provides that the Corporation must make periodic payments of rent, in collected funds or immediately available funds, and solely from available funds as provided under the 2003 Lease, which are sufficient in amount and are payable at sufficient intervals to provide the timely payment of all principal of and premium, if any, and interest due and payable on the 2003A Certificates, and the entire amount of said rent payments is pledged to the payment of the principal of and premium, if any, and interest on said 2003A Certificates. ( d) All moneys deposited in the Debt Service Fund shall be invested as provided in Section 1.05(k) hereof, and subject to the terms of Section 4.09 hereof, investment earnings derived therefrom shall be applied to the payment of the Trustee's fees for Ordinary and Extraordinary Services and Ordinary and Extraordinary Expenses due and payable at such time. All moneys deposited in the Debt Service Fund that are not needed to pay the principal of and premium, if any, and interest on the Obligations or to pay the Trustee's fees for Ordinary Services and Ordinary Expenses shall be applied by the Trustee as a credit to reduce the next immediately succeeding rent payment to become due under the Lease or, if the final rent payment has been made or provided for, shall be returned to the Corporation. (e) Except as provided above, moneys in the Debt Service Fund shall be used solely for the payment of the principal of and premium, if any, and interest on the Obligations and the payment of Trustee's fees for its Ordinary Expenses and Ordinary Services; provided that no Trustee's fees may be paid from a rent payment deposited in the Debt Service Fund until after all payments of principal of and premium, if any, and interest on the Obligations due within twenty

37 (20) days of the receipt of such rent payment shall have been made; and provided further, that no part of said moneys in the Debt Service Fund (other than any amounts paid into the Debt Service Fund under the terms of the Leases for use in the exercise of the Corporation's option to purchase the Project or designated by the Corporation under the terms of this Indenture for the purpose of redemption in accordance with the terms of this Indenture) shall be used to redeem, prior to maturity, any part of the Obligations Outstanding. Prior to the payment of said Trustee's fees from the Debt Service Fund, the Trustee shall provide the Corporation an itemized listing of such fees in writing. (f) Whenever the amount in the Debt Service Fund, from any source whatsoever, is sufficient to redeem all of the Obligations then outstanding hereunder and to pay interest to accrue thereon prior to such redemption and to pay the redemption premium due upon redemption prior to maturity, the Trustee covenants and agrees to take and cause to be taken the necessary steps to redeem all of said Obligations on the next succeeding redemption date for which the required redemption notice may be given. Section Provision for Payment. There is hereby authorized and directed the withdrawal by the Trustee of sufficient funds from the Debt Service Fund to pay the principal of and premium, if any, and interest on the Obligations as the same become due and payable, for the purposes of paying said principal, premium, if any, and interest, which authorization and direction the Trustee hereby accepts. Section Non-Presentment of Obligations. In the event any Obligation shall not be presented for payment when the principal thereof becomes due, either at maturity, at the date fixed for redemption thereof, or otherwise, if moneys sufficient to pay such Obligation shall have been made available to the Trustee for the benefit of the holder or holders thereof, all liability of the Corporation for the payment of rentals under the Leases, to the extent that such moneys have been received from the Corporation under the Leases, shall thereupon cease and be completely discharged, and it shall be the duty of the Trustee to hold such funds, without liability for interest thereon, for the benefit of the holder of such Obligation, who shall thereafter be restricted exclusively to such funds, for any claim of whatever nature on his part under this Indenture or on, or with respect to, said Obligation; provided that any funds which shall be so held by the Trustee and which remain unclaimed by the holder of the Obligation not presented for payment for a period of five (5) years after the date on which such Obligation shall have become payable, shall be paid upon written direction of the Corporation to the Corporation and thereafter the holder of such Obligation shall look only to the Corporation for payment and then only to the amounts so received without any interest thereon and the Trustee shall have no responsibility with respect to such moneys. Section Trustee's Fees, Charges and Expenses. On or after the date on which the 2003A Certificates are first delivered to the Original Purchaser, the fees for Ordinary Services and Ordinary Expenses of the Trustee to be performed under this Indenture in connection with the authorization, issuance, delivery and payment of such series of Obligations shall be withdrawn by the Trustee from time to time from the Debt Service Fund in payment of such Ordinary Services and Ordinary Expenses, in accordance with Section 4.02 hereof. The Trustee shall be entitled to reasonable fees and charges of the Trustee for necessary Extraordinary Services and Extraordinary Expenses under this Indenture. Amounts equal to the necessary

38 Extraordinary Services and Extraordinary Expenses of the Trustee under this Indenture shall be withdrawn by the Trustee from time to time from the Debt Service Fund in payment of such Extraordinary Services and Extraordinary Expenses in accordance with Section 4.02 hereof. In the event that upon the termination of this Indenture, at the time that all Obligations issued hereunder have been paid at maturity or through redemption or have been defeased, the Corporation and IUBC jointly and severally agree to promptly pay any remaining unpaid fees for Ordinary Services and Extraordinary Services and Ordinary Expenses and Extraordinary Expenses. Section Repayment to the Corporation from the Debt Service Fund. Except as provided in Section 4.04 of this Indenture, any amounts remaining in the Debt Service Fund, after all of the Obligations shall be deemed to have been paid and discharged under the provisions of this Indenture and the fees, charges and expenses of the Trustee and all other amounts required to be paid under this Indenture shall have been paid, shall be paid to the Corporation upon the expiration or sooner termination of the Leases. Section Project Fund. There is hereby created and ordered maintained as a separate account by IUBC a trust fund (for the benefit of the Corporation) to be designated "Project Fund" (the "Project Fund"), which shall further be maintained in separate accounts as set forth below. The proceeds of the Obligations shall be transferred by the Trustee to the Corporation upon the order of IUBC for deposit in the Project Fund as provided in Section 5.01 of this Indenture and disbursed by IUBC as provided in Sections 5.01 and 5.02 of this Indenture. There shall also be deposited into the Project Fund, as and when received, any moneys received by the Trustee as a named insured or as an assignee, as the case may be, of the performance, maintenance and payment bonds (the "Performance Bonds"), as provided in Section Moneys in the Project Fund shall be invested pursuant to Section 1.05(k) of this Indenture. Section Moneys to be Held in Trust. All moneys required to be deposited with or paid to the Trustee for account of the Debt Service Fund, or any other fund or account or subaccount, under any provision of this Indenture shall be held by the Trustee in trust, and except as provided in Section 4.09 below and except for moneys deposited with or paid to the Trustee for the redemption of Obligations, notice of the redemption of which has been duly given, shall, while held by the Trustee, be subject to the lien hereof. Section Rebate Fund. There is hereby created and ordered maintained as a separate account by IUBC (or otherwise, as provided in the Rebate Agreement) a trust fund to be designated "Rebate Fund" (the "Rebate Fund"), into which IUBC shall deposit from time to time, as required, amounts necessary to pay any rebate obligations due to the United States government or penalties in lieu of rebate in connection with the Obligations, all as required under the Internal Revenue Code of 1986, as amended, as advised from time to time by a nationally recognized bond counsel. Moneys deposited by IUBC to the Rebate Fund shall not be subject to the lien of this Indenture, but shall be governed by the provisions of the Rebate Agreement. (End of Article IV)

39 ARTICLE V. FURTHER PROVISIONS OF PROJECT FUND; PROJECT; LEASE; POSSESSION AND USE Section Deposit of Proceeds in Project Fund. 2003A Certificates. The Foundation shall create the Accounts and Subaccounts described below and the Trustee shall deposit (or transfer as the case may be) the proceeds of the 2003A Certificates as follows: (i) $114, to (or to the order of) the Foundation for deposit into the Expense Account of the Project Fund, for payment of costs of issuance (as further described in the Rebate Agreement) and credit enhancement; (ii) $10, 700,000 into the 2003A Construction Account of the Project Fund to be disbursed as provided in Section 5.02 below; and (iii) $91, into the 2003A Capitalized Interest Account of the Project Fund for transfer to the 2003A Capitalized Certificate Account of the Interest Fund in a timely manner before each Interest Payment Date through July 1, 2003 in an amount sufficient to pay interest through such date. Section Disbursements from the Construction Account of the Project Fund. (a) The Foundation is authorized and directed to make disbursements from each subaccount of the Construction Account of the Project Fund established in Section 5.01 above, as necessary and appropriate, for the following purposes in accordance with the further provisions of the Rebate Agreement, as it may be applicable: (i) Payment or reimbursement of expenses incurred by the Foundation or the Corporation in obtaining insurance or bonds (if any) for the purpose of providing for timely payment of rent under the Lease. (ii) Payment for labor, services and materials used or furnished in site improvement and in the construction of the Project, including demolition, all as provided in the specifications therefor; for the cost of the construction, acquisition and installation of utility services for the Project; for all real and personal property deemed necessary in connection with the Project; and for the miscellaneous expenses incidental to any of the foregoing including the premium on each surety bond, if any. (iii) Payment of the fees, if any, for architectural, legal, financial, engineering and supervisory services with respect to the Project. (iv) Payment of expenses incurred in seeking to enforce any remedy against any contractor or subcontractor in respect of any default under a contract relating to the Project. (v) Payment or reimbursement to IUBC or the Corporation of any other costs and expenses relating to the Project, including Project Equipment, that may be approved as provided herein. I/

40 (vi) Transfer to the Rebate Fund of an amount equal to the rebate amount calculated pursuant to the Rebate Agreement. (vii) Transfer to the Debt Service Fund for the payment of interest due on the 2003A Certificates during construction of the Project and for a period not to exceed six months after the Completion Date. (viii) Redemption of Obligations. (b) All moneys in the Project Fund (including moneys earned pursuant to the provisions of Section l.05(k) hereof) remaining after payment of costs of issuance, and after the completion of the Projects, payment in full of the costs of construction of the Projects and all other items provided for in the preceding subsections (a)(i) to (a) (viii), inclusive, of this Section then due and payable, and provision for payment of costs of construction of the Projects and all other items provided for in preceding subsections ( a)(i) to ( a)(viii), shall at the direction of the Corporation (i) be used only for acquisition of equipment or for additional construction or maintenance and repair of the Projects made within twelve months after the Completion Date, or (ii) be deposited with the Trustee in the Debt Service Fund to reduce the next immediately succeeding rental payment or payments to become due under the Lease. Twelve months after the Completion Date, all moneys in the Project Fund for which commitments have not been made for acquisition or construction shall be deposited with the Trustee in the Debt Service Fund to reduce the next immediately succeeding rental payment or payments to become due under the Lease. (c) Each of the payments referred to in the preceding subsections (a)(i) to (a)(viii) shall be made only upon a written order signed by the Lessor Representative and the Lessee Representative, specifying the amount and purpose of such payment. ( d) Moneys in the Certificate Expense Accounts and the Capitalized Interest Accounts of the Project Fund described in Section 5.0l(a) shall be disbursed as provided in the Rebate Agreement. (e) All moneys in the Project Fund (including moneys earned pursuant to the provisions of Section l.05(k) hereof) remaining after payment of Project Costs shall at the direction of the Corporation be deposited with the Trustee in the Debt Service Fund to reduce the next immediately succeeding rental payment or payments to become due under the Leases. Section Covenants and Agreements of IUBC. follows: IUBC covenants and agrees as (a) IUBC will permit the Trustee and parties named by the Trustee to enter upon and inspect the Projects at all reasonable times and examine all detailed plans, shop drawings, specifications and other books and records relating thereto. (b) IUBC will not consent to, permit or in any way authorize the Leases to be effectively amended, changed, modified, altered or terminated without the prior written consent of the Trustee, as permitted by Article IX, and it shall do all things on its part necessary to maintain the Leases in effect in accordance with the terms thereof and will l/

41 take all actions necessary to enforce its rights under the Lease, including actions at law or in equity, as may be appropriate. (c) IUBC will promptly pay or cause to be paid when due all taxes, liens, judgments, assessments, charges, fines or other impositions now or hereafter levied against or owing with respect to the Projects, and will promptly deliver to the Trustee, at its request, the official receipt or receipts evidencing such payments. ( d) Subject to the rights of the Corporation to contest such matters under the Leases, IUBC shall execute, acknowledge when appropriate, and deliver from time to time at the request of the Trustee such other instruments and documents as, in the reasonable opinion of the Trustee, are necessary or desirable to confirm such obligations as IUBC may have under this Indenture. Section Insurance. IUBC covenants that it will carry or will cause other persons to carry for its benefit, during construction of the Projects, (i) builder's risk insurance in the amount of 100% of the insurable value of the Project against physical loss or damage thereto, however caused, with such exceptions as are ordinarily required by insurers of buildings or facilities of a similar type, and (ii) such other insurance coverage with respect to the Projects as the Corporation would customarily maintain with respect to its other properties, including but not limited to that commonly known as fire and extended coverage and comprehensive general liability coverage. IUBC covenants that it will carry, or will cause other persons to carry for its benefit with respect to the Projects, with the Trustee as a co-loss payee (except as to general liability coverage), such insurance coverage as the Corporation would customarily maintain with respect to its other properties, including but not limited to that commonly known as fire and extended coverage and comprehensive general liability coverage. The policies evidencing all such insurance shall contain the customary provisions and such other provisions and endorsements as the Corporation shall reasonably require. Certificates of insurance showing the Trustee as co-loss payee shall be forwarded by IUBC to the Trustee. Section Records of Debt Service Fund and Project Fund. The Trustee shall cause to be kept and maintained adequate records pertaining to the Debt Service Fund and all disbursements therefrom, and the Trustee shall, if requested by the Corporation, IUBC or the Original Purchaser, file an accounting thereof with the Corporation, IUBC and the Original Purchaser. IUBC shall cause to be kept and maintained adequate records pertaining to the Project Fund and the Rebate Fund and all disbursements therefrom, and IUBC shall, if requested by the Corporation, the Trustee or the Original Purchaser, file an accounting thereof with the Corporation, the Trustee and the Original Purchaser. Section Completion of Projects. Occurrence of the Completion Date shall be evidenced by the filing with the Trustee of a Certificate of the Lessor Representative, stating that the Project is complete and that all costs thereof have been paid in full from the Project Fund. Section Lease; Option to Purchase. Under the terms of each Lease, the Corporation has an option before final maturity to purchase the Projects (or components thereof)

42 at the price and under the terms set forth in said Lease. Upon such purchase, the Trustee agrees to execute and deliver a reassignment of said Lease to IUBC together with any additional instruments necessary to transfer title to the Project to IUBC and, upon payment of any unpaid fees and expenses of the Trustee, to release such lien as the Trustee may have, and IUBC shall execute, deliver and record such instruments conveying title to the Project to the Corporation, all in accordance with the terms of the Lease. Section Leases; Automatic Conveyance of Projects. Under the terms of any Lease, if the Corporation does not exercise its option before final maturity to purchase the Project, then upon full discharge and performance of the Corporation's obligations under the Lease, the Project shall become the absolute property of the Corporation, and, to that end, the Trustee shall execute and deliver to IUBC (for conveyance to the Corporation) any instruments necessary to convey title to the Project to IUBC (for conveyance to the Corporation) and to release such lien as the Trustee may have and IUBC shall execute, deliver and record such instruments conveying title to the Project to the Corporation, all in accordance with the terms of the Lease. As used in this paragraph, the terms Lease and Project shall refer to any discrete portions or components thereof relating to a particular series of Obligations; provided that, for these purposes, the 2003A Certificates shall be considered one series. Section Conditional Assigmnent of Construction Contracts and Performance Bonds. IUBC hereby conditionally sells, assigns, transfers and sets over unto the Trustee all of IUBC' s interest now or hereafter created in the Construction Agreements referred to in Section 1.05( o) hereof and the Performance Bonds under the Construction Agreements, copies of which such Construction Agreements and Performance Bonds shall be furnished by IUBC to the Trustee within fifteen days of the later of the Original Date or the execution thereof. This assignment will only be operative upon an event of default as defined in Section Section Subordination to Rights of Corporation. This Indenture and the rights and privileges hereunder of the Trustee and the Obligation holders are specifically made subject and subordinate to the rights and privileges of the Corporation set forth in the Lease. The Corporation shall be suffered and permitted to possess, use and enjoy the Project so as to carry out its obligations under the Lease. Section Granting of Easements. IUBC, at the request of the Corporation, may grant or release easements, licenses, rights-of-way and other rights or privileges in the nature of easements with respect to the Projects, which IUBC, acting upon the advice of the Corporation, determines are necessary or desirable for the use of the Projects and which will not result in any reduction of rent payable under the Leases to the Trustee. Any consideration paid for such grant or release shall be prorated between the Corporation and IUBC as their interests may appear and any amounts received by IUBC under this Section shall be submitted to the Trustee and deposited in the Debt Service Fund. IUBC shall, upon request of the Corporation, certify that the rights or privileges so granted or released are no longer part of the Projects for purposes of this Indenture. (End of Article V) I/

43 ARTICLE VI. DEFAULT PROVISIONS AND REMEDIES OF TRUSTEE AND OBLIGATION HOLDERS Section Defaults; Events of Default. If any of the following events occur, it is hereby defined as and declared to be and to constitute an "event of default": (a) Default in the payment of any interest on any Obligation when and as the same shall have become due; or (b) Default in the payment of the principal of or any premium on any Obligation when and as the same shall become due, whether at the stated maturity thereof, or by call for redemption; or ( c) Default in the performance or observance of any other of the covenants, agreements or conditions included in this Indenture or in the Obligations which default shall continue unremedied for a period of sixty (60) days after written notice thereof has been sent by the Trustee to IUBC, or a default on the pmt of the Corporation under the Leases, which default shall continue unremedied for a period of sixty (60) days after written notice thereof has been sent by the Trustee or IUBC to the Corporation; or (d) If any representation, warranty or statement made by the Foundation or IUBC herein or otherwise in writing in connection herewith, or in any Certificate or statement signed by an officer of IUBC and furnished pursuant to any provision of this Indenture, shall be breached or shall prove to be untrue in any material respect on the date as of which made; or ( e) Ejection of the Corporation from any material portion of the Projects (and the use and occupancy thereof) by reason of a defect in title to the Projects; or (f) Default in the performance of any obligation or in the observance of any covenant imposed on the Corporation under the Leases giving effect to applicable cure periods therein; or (g) The legal documents, evidence of title, title opinion or survey are subject to objections or encumbrances other than those mentioned in this Indenture or are in form not reasonably satisfactory to the Trustee. The term "default" shall mean default in the performance or observance of any of the covenants, agreements or conditions contained in this Indenture or in the Obligations or default on the part of the Corporation under the Leases, exclusive of any period of grace required to constitute a default an "event of default" as hereinabove or therein provided. If a default shall occur under the provisions of this Section, the Trustee shall immediately give written notice of such default to the Corporation. Section Acceleration. In the case of the happening and continuance of any of the events of default specified in Section 6.01, then in any such case the Trustee, by notice in writing I/

44 mailed to IUBC, may, in its discretion, declare the principal of all Obligations hereby secured and then outstanding, and the interest accrued thereon, immediately due and payable, and upon such declaration such principal and interest shall thereupon become and be immediately due and payable; subject, however, to the right of the owners of fifty-one percent (51 %) in principal amount of all such outstanding Obligations, by written notice to IUBC and to the Trustee, to annul each declaration and destroy its effect at any time before any sale hereunder if, before any such sale, all agreements with respect to which default shall have been made shall be fully performed and all such defaults be cured, and all arrears of interest upon all Obligations outstanding hereunder and the reasonable expenses and charges of the Trustee, its agents and attorneys, and all other indebtedness secured hereby (except the principal of any Obligations not then due by their terms and interest accrued thereon since the then last interest payment date), shall be paid or the amount thereof shall be paid to the Trustee for the benefit of those entitled thereto. Section Right to Bring Suit, Etc. In case of the happening and continuance of any of the events of default specified in Section 6.01, the Trustee may proceed to protect and enforce its rights and the rights of the owners of the Obligations by suit or suits in equity or at law, or in any court of competent jurisdiction, whether for specific performance of any covenant or agreement contained herein or in aid of any power herein granted, or for any foreclosure hereof or hereunder, or for the enforcement of any other appropriate legal or equitable remedy. Section Surrender of Possession of Project; Rights and Duties of Trustee in Possession. Under the terms of the Leases, upon the failure of the Corporation to pay rentals as due or upon the occurrence of a default under a Lease and the continuance of such default for a period of sixty ( 60) days after written notice to correct such default, the Corporation, upon demand of the Trustee, as lessor (which demand may be made at the discretion of the Trustee as provided in Sections 6.08 and 6.16 hereof), shall forthwith surrender the possession of the Project subject to such Lease. Thereafter, it shall be lawful for, and the Trustee, subject to Sections 6.16 and 7.01(1) hereof, agrees to, take possession of all or any part of the Project, and to hold and manage the same, and from time to time to make all needful repairs and improvements as by the Trustee shall be deemed wise; and the Trustee may lease the Project or any part thereof in its name and collect, receive and sequester the rentals, revenues and other income, charges and moneys, therefrom, and out of the same and any moneys received from any receiver of any part thereof pay, and/or set up proper reserves for the payment of, all proper costs and expenses of so taking, holding and managing the same, including reasonable compensation to the Trustee, its agents and counsel, and any charges of the Trustee hereunder, and any taxes and assessments and other charges prior to the lien of this Indenture which the Trustee may deem it wise to pay, and all expenses of such repairs and improvements, and apply the remainder of the moneys so received in accordance with the provisions of Section 6.11 hereof. Whenever all that is due upon the Obligations shall have been paid and all defaults made good, the Trustee shall surrender possession to the Corporation, its successors or assigns; the same right of entry, however, to exist upon any subsequent event of default. While in possession of such property the Trustee shall render to the Corporation and also to the holders of all Obligations at their addresses shown on the registration books maintained by the Trustee pursuant to Section 2.02 of this Indenture, upon their written request a summarized statement of income and expenditures in connection therewith

45 Section Foreclosure and Sale of Mortgaged Property. Upon the occurrence of any one or more events of default, the Trustee, by such officer or agent as it may appoint, with or without entry, may, if at the time such action shall be lawful, sell the affected mortgaged prope1iy in its entirety, or in such parts or parcels as the owners of fifty-one percent (51 %) in principal amount of the Obligations then outstanding hereunder shall in writing request, or in the absence of such request as the Trustee may determine, at public auction at some convenient place in Marion County, Indiana, or at such other place or places as may be required by law, after having first given notice of such sale by publication in at least one (1) daily newspaper of general circulation published in Marion County, Indiana, at least once a week for four (4) weeks next preceding such sale, and any other notice which may be required by law. The Trustee may from time to time adjourn such sale in its discretion by announcement at the time and place fixed for such sale without further notice, and upon such sale the Trustee may make and deliver to the purchaser or purchasers good and sufficient deeds or other instruments of conveyance or transfer of the property sold. Upon any sale made either under the power of sale hereby given, or under judgment or decree in any judicial proceedings for foreclosure, or otherwise for the enforcement of this Indenture, any holder or holders of Obligations or the Trustee may bid for and purchase the mortgaged property or any part thereof, and upon compliance with the terms of sale, may hold, retain, possess and dispose of such property in his, their or its absolute right, without further accountability, and any purchaser at any such sale may, in paying the purchase money, turn in any of the Obligations or claims for interest or other indebtedness outstanding hereunder in lieu of cash to the amount which shall, upon distribution of the net proceeds of such sale, be payable thereon. Said Obligations, in case the amount so payable thereon shall be less than the amount due thereon, shall be returned to the owners thereof after being appropriately stamped to show partial payment. In case of a default on its part, as aforesaid, to the extent that such rights may then lawfully be waived, neither IUBC, nor anyone claiming through or under it, shall or will set up,. claim or seek to take advantage of any appraisement, stay, or valuation laws now or hereafter in force in any locality where any of the mortgaged property may be situated, in order to prevent or hinder the enforcement or foreclosure of this Indenture, or the absolute sale of the mortgaged property, or the final and absolute putting into possession thereof, immediately after such sale, of the purchaser or purchasers thereof, but IUBC, for itself and all who may claim through or under it hereby waives, to the extent that it lawfully may so do, the benefit of such laws and all rights of appraisement to which it may be entitled under the laws of the State of Indiana. IUBC, for itself and all who may claim through or under it, waives any and all rights to have the estates comprised in the security intended to be created hereby marshaled upon any foreclosure of the lien hereof, and agrees that any court having jurisdiction to foreclose such lien may order the sale of the mortgaged property as an entirety or otherwise. Section Sale a Bar. Any sale made either under the power of sale hereby given or under judgment or decree in any judicial proceedings for foreclosure or other enforcement of this Indenture shall, to the extent then permitted by law, operate to divest all right, title and interest, either at law or in equity of IUBC of, in and to the property so sold, and be a perpetual bar both at law and in equity against IUBC, its successors and assigns, and all persons claiming from, through or under IUBC

46 Section Receipt Sufficient Discharge for Purchaser. Upon any sale made either under the power of sale hereby given or under judgment or decree in any judicial proceedings for the foreclosure or other enforcement of this Indenture, the receipt of the Trustee or of the officer making such sale shall be sufficient discharge to the purchaser or purchasers for the purchase money, and such purchaser or purchasers shall not, after paying such purchase money and receiving such receipt, be obliged to see to the application of such purchase money. Section Other Remedies; Rights of Obligation Holders. Upon the occurrence of an event of default the Trustee may, as an alternative, either after entry or without entry, pursue any available remedy to enforce the payment of the principal of and premium, if any, and interest on the Obligations then outstanding or of compliance with any other obligation or requirement of this Indenture. Subject to Section 6.16 hereof, if an event of default shall have occurred, and if requested so to do by the holders of at least twenty-five percent in aggregate principal amount of Obligations then outstanding, and indemnified as provided in Section 7.01 hereof, the Trustee shall be obligated to exercise such one or more of the rights and powers conferred by this Article VI as the Trustee, being advised by counsel, shall deem most expedient in the interests of the holders or owners of the Obligations. No remedy by the terms of this Indenture conferred upon or reserved to the Trustee (or to the holder or owners of the Obligations) is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given to the Trustee or to the holders or owners of the Obligations hereunder or now or hereafter existing. No delay or omission to exercise any right or power accruing upon any default or event of default shall impair any such right or power or shall be construed to be a waiver of any such default or event of default or acquiescence therein; and every such right and power may be exercised from time to time and as often as may be deemed expedient. No waiver of any default or event of default hereunder, whether by the Trustee or by the holders or owners of the Obligations, shall extend or shall affect any subsequent default or event of default or shall impair any rights or remedies consequent thereon. In exercising its rights given the Trustee under this Article VI, the Trustee shall take such action as, in the judgment of the Trustee, applying the standards described in Section 7.01 hereof, would best serve the interests of the holders of the Obligations. Section Right of Obligation Holders to Direct Proceedings. Anything in this Indenture to the contrary notwithstanding, the holders of a majority in aggregate principal amount of Obligations then outstanding shall have the right, at any time, by an instrument or instruments in writing executed and delivered to the Trustee, to direct the method and place of conducting all proceedings to be taken in connection with the enforcement of the terms and conditions of this Indenture, or for the appointment of a receiver or any other proceedings hereunder; provided, that such direction shall not be otherwise than in accordance with the provisions of law and of this Indenture

47 Section Appointment of Receivers. Upon the occurrence of an event of default, and upon the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and of the holders or owners of Obligations under this Indenture, the Trustee shall be entitled, as a matter of right, to the appointment of a receiver or receivers of the affected Project and of the rentals, revenues, and other income, charges and moneys therefrom, pending such proceedings, with such power as the court making such appointment shall confer. Section Application of Moneys. All moneys received by the Trustee pursuant to any right given or action taken under the provisions of this Article shall, after payment of the cost and expenses of the proceedings resulting in the collection of such moneys and of the expenses, liabilities and advances incurred or made by the Trustee, be deposited in the Debt Service Fund and all moneys in the Debt Service Fund shall be applied as follows: (a) Unless the principal of all the Obligations shall have become or have been declared due and payable, all such moneys shall be applied: First--To the payment of the persons entitled thereto of all installments of interest then due on the Obligations, in the order of the maturity of the installments of such interest and, if the amount available shall not be sufficient to pay in full any paiiicular installment, then to the payment ratably, according to the amounts due on such installment, of the persons entitled thereto, without any discrimination or privilege; and Second--To the payment of the persons entitled thereto of the unpaid principal of any of the Obligations which shall have become due (other than Obligations previously called for redemption for the payment of which moneys are held pursuant to the provisions of this Indenture), in the order of their due dates, with interest on such Obligations from the respective dates upon which they become due and if the amount available shall not be sufficient to pay in full all Obligations due on any particular date, together with such interest, then to the payment ratably, according to the amount of principal due on such date, to the person entitled thereto without any discrimination or privilege. (b) If the principal of all the Obligations shall have become due or shall have been declared due and payable, all such moneys shall be applied to the payment of the principal and interest then due and unpaid upon the Obligations, without preference or priority of principal over interest or of interest over principal, or of any installment of interest or of preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Obligation over any other Obligation, ratably, according to the amount due respectively for principal and interest, to the persons entitled thereto without any discrimination or privilege. Whenever moneys are to be applied pursuant to the provisions of this Section, such moneys shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard to the amount of such moneys available for application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an interest payment date unless it shall deem another date more suitable) upon which such application is to 1/3427 I

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