05-13-2020 Council Packet - Laserfiche WebLink

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12316323v3 5 "Independent", when used with reference to an attorney, engineer, architect, certified public accountant, or other professional person, means a person who (i) is in fact independent, (ii) does not have any material financial interest in the Borrower or the transaction to which his Certificate or opinion relates (other than the payment to be received for professional services rendered), and (iii) is not connected with the Issuer or the Borrower as a council member or an officer, director or employee. "Independent Counsel" means an Independent attorney duly admitted to practice law before the highest court of any state. "Independent Engineer" means an Independent engineer or engineering firm or an Independent architect or architectural firm selected by the Borrower qualified to practice the profession of engineering or architecture under the laws of Minnesota. "Internal Revenue Code" means the Internal Revenue Code of 1986, as amended. "Issuer" or "City" means City of Little Canada, a municipal corporation of the State of Minnesota, its successors and assigns. "Land" means the land and interests in land constituting the site of the Project Buildings, as described in Exhibit A to the Mortgage, subject to the provisions of Section 5.08 hereof providing for the release of real property. "Limited Guaranty" means the Limited Guaranty Agreement of even date herewith from the Guarantor to the Trustee, as the same may be amended from time to time in accordance with the provisions of the Indenture. "Loan" means the loan from the Issuer to the Borrower of the gross proceeds of issuance of the Bonds, made pursuant to this Loan Agreement. "Loan Agreement" means this Loan Agreement between the Issuer and the Borrower, dated as of May 1, 2020, as from time to time amended or supplemented. "Loan Repayments" means the payments made or to be made by the Borrower pursuant to Section 4.02 of this Loan Agreement. "Mortgage" means the [Amended and Restated] Combination Mortgage, Security Agreement, Fixture Financing Statement and Assignment of Leases and Rents of even date herewith, from the Borrower to the Trustee, and any amendments and supplements thereto. "Mortgaged Property" means the property subject to the lien of the Mortgage, as described therein. "Net Proceeds" means, when used with respect to proceeds of insurance or a condemnation award, moneys received or receivable by the Borrower, as owner, or the Trustee, as secured party, of the Project Facilities, less the cost of recovery (including attorneys' fees) of such moneys from the insuring company or the condemning authority.