Laserfiche WebLink
73495160v3 <br /> <br /> <br />2 <br /> <br />WHEREAS, simultaneously with this Funding Loan Agreement, the Borrower will enter into a <br />[$6,000,000 Promissory Note] for the benefit of Funding Lender in order to additionally finance <br />construction of the Project Facilities (the “Bridge Note”) and the Borrower will be obligated to make <br />payment thereunder. <br />NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF THE COVENANTS <br />AND UNDERTAKINGS HEREIN EXPRESSED, AND FOR OTHER GOOD AND VALUABLE <br />CONSIDERATION, THE ADEQUACY AND RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, <br />AND INTENDING TO BE LEGALLY BOUND HEREBY, THE PARTIES HERETO AGREE AS <br />FOLLOWS: <br />ARTICLE I <br />DEFINITIONS <br />Section 1.1 Defined Terms. In addition to terms defined elsewhere in this Funding Loan <br />Agreement, the following words and terms as used in this Funding Loan Agreement and the preambles <br />hereto shall have the following meanings unless the context or use clearly indicates another or different <br />meaning or intent. <br />“Accountant” means [Mahoney Ulbrich Christiansen & Russ P.A.], or such other accounting <br />firm approved in writing by the Controlling Person. <br />“Act” shall have the meaning given to such term in the first paragraph of this Funding Loan <br />Agreement. <br />“Advance” means any advances of the proceeds of the Funding Loan or other sources made or <br />approved by the Funding Lender pursuant to the terms of the Borrower Loan Agreement. <br />“Affiliate” means, with respect to any designated Person, each Person who directly, or indirectly <br />through one or more intermediaries, controls, or is controlled by, or is under common control with, another <br />designated Person, pursuant to the organizational document(s) of an entity or by other express, written <br />agreement. <br />“Annual Budget” means, for any Fiscal Year, the capital and operating budget adopted by the <br />Borrower and approved by the Controlling Person, or deemed approved, pursuant to Section 6.24 of the <br />Borrower Loan Agreement. <br />“Anti-Terrorism Regulations” shall have the meaning ascribed to such term in Section 6.23 of <br />the Borrower Loan Agreement. <br />“Approved Transferee” means (1) a “qualified institutional buyer” as defined in Rule 144A <br />promulgated under the Securities Act, as in effect on the date hereof, (2) an “accredited investor” as defined <br />in Regulation D promulgated under the Securities Act or (3) any other transferee expressly permitted under <br />the Investor Letter, (4) an Affiliate of the Funding Lender; or (5) a trust or custodial arrangement in which <br />all of the beneficial ownership interests would be owned by one or more other Approved Transferees. <br />“Approving Opinion of Tax Counsel” means any opinion of Tax Counsel delivered pursuant to <br />this Funding Loan Agreement with respect to the excludability of interest on the Governmental Note from <br />gross income of the Noteowners thereof for federal income tax purposes or other matters specified in this <br />Funding Loan Agreement. Each such opinion shall be addressed to the Funding Lender, the Funding <br />Lender, the Controlling Person and the Governmental Lender.