05-27-2026 Council Packet - Laserfiche WebLink

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2 199386222v3 WHEREAS, simultaneously with this Funding Loan Agreement, the Borrower will enter into a $9,200,000 Promissory Note for the benefit of Funding Lender in order to additionally finance construction of the Project Facilities (the “Direct Note”) and the Borrower will be obligated to make payment thereunder. NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF THE COVENANTS AND UNDERTAKINGS HEREIN EXPRESSED, AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE ADEQUACY AND RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, AND INTENDING TO BE LEGALLY BOUND HEREBY, THE PARTIES HERETO AGREE AS FOLLOWS: ARTICLE I DEFINITIONS Section 1.1 Defined Terms. In addition to terms defined elsewhere in this Funding Loan Agreement, the following words and terms as used in this Funding Loan Agreement and the preambles hereto shall have the following meanings unless the context or use clearly indicates another or different meaning or intent. “Accountant” means Baker Tilly US, LLP, or such other accounting firm approved in writing by the Controlling Person. “Accounts” means the accounts created held under Sections 4.1 and 4.2 of the Funding Loan Agreement. “Act” shall have the meaning given to such term in the first paragraph of this Funding Loan Agreement. “Advance” means any advances of the proceeds of the Funding Loan or other sources made or approved by the Funding Lender or the Controlling Person pursuant to the terms of the Borrower Loan Agreement. “Affiliate” means, with respect to any designated Person, each Person who directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, another designated Person, pursuant to the organizational document(s) of an entity or by other express, written agreement. “Amortization Term” shall have the meaning set forth in the Schedule of Financial Terms. “Annual Budget” means, for any Fiscal Year, the capital and operating budget adopted by the Borrower and approved by the Controlling Person, or deemed approved, pursuant to Section 6.24 of the Borrower Loan Agreement. “Anti-Terrorism Regulations” shall have the meaning ascribed to such term in Section 6.23 of the Borrower Loan Agreement. “Approved Transferee” means (1) a “qualified institutional buyer” as defined in Rule 144A promulgated under the Securities Act, as in effect on the date hereof, (2) an “accredited investor” as defined in Regulation D promulgated under the Securities Act, (3) any other transferee expressly permitted under the Investor Letter, (4) an Affiliate of the Funding Lender, or (5) a trust or custodial arrangement in which all of the beneficial ownership interests would be owned by one or more other Approved Transferees.