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172981943v5
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<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: this term shall have the meaning ascribed to it in Section 4.5(2) hereof;
<br />Debt: collectively, without duplication, (a) all items that, in accordance with GAAP, would
<br />be included in the liability side of a balance sheet as of the Borrower’s fiscal year end, excluding
<br />capital stock, surplus, capital and earned surplus, (b) all debt secured by any mortgage, pledge,
<br />security interest or lien existing on property owned subject to such mortgage, pledge, security
<br />interest or lien, and (c) all amounts representing the capitalization of rentals, all in accordance with
<br />GAAP; provided, however, that leases that would have been treated as operating leases under
<br />GAAP prior to December 31, 2019, shall not constitute Debt, regardless of when incurred.
<br />Debt Service: with respect to any period, the sum of all due and owing payments of
<br />principal on liabilities for borrowed money and interest expense, all determined in accordance with
<br />GAAP;
<br />Determination of Taxability: this term shall have the meaning ascribed to it in
<br />Section 4.5(2) hereof;
<br />Equity Injection: the cash paid by the Borrower at Closing for Issuance Expenses;
<br />Event of Default: any of the events described in Section 6.1 hereof;
<br />Facility: that certain private pre-K–12 school facility known as Legacy Christian Academy
<br />located at 3037 Bunker Lake Blvd NW in the City of Andover, Minnesota;
<br />GAAP: generally accepted accounting principles, consistently applied;
<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 to
<br />be paid to the City, the preparation and printing of this Agreement, the Mortgage, the Resolution,
<br />the Pledge Agreement, the Note and all other related documents, and all other expenses relating to
<br />the issuance, sale and delivery of the Note and any other costs which are treated as “issuance costs”
<br />within the meaning of Section 147(g) of the Code;
<br />Land: the real property described in the Mortgage including in Exhibit A thereto;
<br />Lender: Falcon National Bank, a national banking association, its successors and assigns;
<br />Loan: the loan of proceeds of the Note from the City to the Borrower described in
<br />Section 3.1 of this Agreement;
<br />Loan Documents: this Agreement, the Note, the Mortgage, the Assignment, the Security
<br />Agreement, and all other documents required by the Lender in connection with or as security for
<br />the Loan.
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