06-08-2022 Council Packet - Laserfiche WebLink

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73495160v3 7 from the Project Facilities and emanating into or upon any land or water or air, or otherwise into the environment. “Contingency Draw-Down Agreement” means the Contingency Draw-Down Agreement of even date herewith between the Funding Lender and the Borrower relating to possible conversion of the Funding Loan from a draw down loan to a fully funded loan. “Contractor” means Frana Companies Inc., a Minnesota corporation. “Control” (including, with the correlative meanings, the terms “controlling”, “controlled by” and “under common control with”) means, as used with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such other Person, or of the Person, whether through contract, stock ownership, partnership interests, membership, voting rights, governing boards, committees, divisions or other bodies with one or more common members, directors, trustees or other managers, or otherwise. “Controlling Person” means any entity designated in writing by the Funding Lender to act as a Controlling Person hereunder, in accordance with Article VII hereof. If at any time a Controlling Person has not been designated by the Funding Lender, all references herein and in other Funding Loan Documents to “Controlling Person” shall refer to the Funding Lender. The initial Controlling Person is R4 Servicer LLC. “Cost Certification” means a final cost certification with respect to the Project Facilities, in form and substance acceptable to the Controlling Person, prepared by the Accountant or another independent firm approved by Controlling Person. “Counsel” means an attorney, or firm of attorneys, admitted to practice law before the highest court of any state in the United States of America or the District of Columbia, including Tax Counsel. “Debt Service Schedule” means the schedule of debt service payments with respect to the Borrower Note, together with any replacement thereof, each as delivered by the Controlling Person pursuant to Section 2.1(f) of the Borrower Loan Agreement. “Default” means an event or condition which is, or which after giving notice or lapse of time or both would be, an Event of Default. “Default Interest” means interest payable at the Default Rate. “Default Rate” means a rate per annum equal to ten percent (10%) per annum; provided that such rate shall in no event exceed the maximum rate allowed by law. “Determination of Taxability” means a determination that the interest accrued or paid on the Governmental Note is included in gross income of the Noteowners or former Noteowners for federal income tax purposes, which determination shall be deemed to have been made upon the occurrence of the first to occur of the following: (i) the day on which the Borrower, the Governmental Lender, the Funding Lender or any Noteowner is advised in writing by the Commissioner or any District Director of the Internal Revenue Service that the interest on the Governmental Note is included in the gross income of any Noteowner or former Noteowner thereof for federal income tax purposes;