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THIS LOAN AGREEMENT dated as of December 20, 2007, is made between the <br />City of Little Canada, Minnesota, a municipal corporation under the Constitution and laws of the <br />State of Minnesota and its home rule charter (the "City ") and St. John's Church of Little Canada, <br />Minnesota (a /k/a/ St. John the Evangelist Church), a Minnesota religious corporation (the <br />"Borrower "). <br />The City and the Borrower each in consideration of the representations, covenants <br />and agreements of the other as set forth herein, mutually represent, covenant and agree as <br />follows: <br />ARTICLE 1 <br />DEFINITIONS AND RULES OF INTERPRETATION <br />Section 1.1 Definitions. In this Agreement the following terms have the following <br />respective meanings unless the context hereof clearly requires otherwise: <br />Act: Minnesota Statutes, Sections 469.152 to 469.165, as amended; <br />Agreement: this Loan Agreement between the City and the Borrower as the same may <br />from time to time be amended or supplemented as herein provided; <br />Bond Counsel: the firm of Briggs and Morgan, Professional Association, of Saint Paul <br />and Minneapolis, Minnesota; any opinion of Bond Counsel shall be a written opinion signed by <br />Bond Counsel; <br />Borrower: St. John's Church of Little Canada, Minnesota (a/k /a St. John the Evangelist <br />Church), a Minnesota religious corporation, its successors and assigns, and any surviving, <br />resulting or transferee business entity which may assume its obligations in accordance with the <br />provisions of this Agreement; <br />City: the City of Little Canada, Minnesota, its successors and assigns; <br />Closing: the date of physical delivery of the Note to the Lender; <br />Code: the Internal Revenue Code of 1986, as amended, and the temporary, final or <br />proposed regulations promulgated thereunder; <br />Counsel: an attorney designated by or acceptable to the Lender, duly admitted to practice <br />law before the highest court of any state; an attorney for the Borrower or the City may be eligible <br />for appointment as Counsel; <br />Date of Taxability: shall have the meaning ascribed to it in Section 4.5(2) hereof; <br />"Debt Service Coverage Ratio ": For any Fiscal Year, the ratio determined by dividing (a) <br />the sum (without duplication) for such Fiscal Year of (i) the increase (expressed as a negative <br />number in the case of a decrease) in unrestricted net assets, (ii) interest expense, (iii) depreciation <br />and amortization expense and other non -cash charges (only to the extent such non -cash charges <br />2110583v4 <br />- 1 9 - <br />