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132435584v2 <br /> <br /> <br /> 3 <br /> <br />Issuance Expenses: shall mean any and all costs and expenses relating to the issuance, <br />sale and delivery of the Note, including, but not limited to, any fees of the Lender, all fees and <br />expenses of legal counsel, financial consultants, feasibility consultants and accountants, any fee <br />to be paid to the Issuer, the preparation and printing of this Agreement, the Capital Campaign <br />Security Agreement, the Business Assets Security Agreement, the Declaration, the Resolution, <br />the Pledge Agreement, the Note and all other related documents, and all other expenses relating <br />to the issuance, sale and delivery of the Note and any other costs which are treated as “issuance <br />costs” within the meaning of Section 147(g) of the Code; <br />Issuer: City of Little Canada, Minnesota, its successors and assigns; <br />Land: the real property and any other easements and rights described in Exhibit A to the <br />Declaration, together with all additions thereto and substitutions therefor agreed to by Lender <br />and Borrower; <br />Lender: Bremer Bank, National Association, a national banking association, its <br />successors and assigns; <br />Loan: the loan of proceeds of the Note from the Issuer to the Borrower described in <br />Section 3.1 of this Agreement; <br />Loan Documents: collectively, the documents listed in Section 3.2, items (1) - (6) hereof; <br />Note: the Issuer’s $10,000,000 Capital Campaign Financing Note, Series 2024 (Saint <br />Paul Academy and Summit School Project), as it may be amended from time to time; <br />Pledge Agreement: the Pledge Agreement of even date herewith between the Issuer and <br />the Lender pledging and assigning the Issuer’s interest in this Agreement to the Lender to the <br />extent provided therein; <br />Principal Balance: so much of the principal sum on the Note as from time to time <br />remains unpaid; <br />Project: the acquisition, construction, and equipping of the Facility, in part; <br />Project Costs: all direct costs authorized by the Act and paid or incurred by the Borrower <br />with respect to the Project; <br />Resolution: the Final Note Resolution of the Issuer, adopted April 24, 2024, authorizing <br />the issuance of the Note together with any supplement or amendment thereto; <br />State: the State of Minnesota; and <br />Treasury Regulations: all proposed, temporary or permanent federal income tax <br />regulations then in effect and applicable.