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THIS LOAN AGREEMENT dated as of September �, 204$, between the CITY OF <br />ARDEN HILLS, MIl�INESOTA a Minnesota rnunicipal corporation and political subdivision of <br />the State of Minnesota {the "City"}, and PRESBYTERIAN HOMES MANAGEMENT AND <br />SERVICES, INC., a Minnesota nonprofii corporation {the "Barrower"), <br />WITNESSES that the City and the Borravver each in cansideration of the representaiions, <br />covenants and agreements af the other as set forth herein, mutually represent, covenani and agree <br />as follows: <br />ARTICLE I <br />DEFTNITIONS, EXHIBITS �iND RULES OF 1NTERPRETATION <br />Seciion 1,1 Definitions. In this Agr�ement the following terms have the following <br />respective meanings unless the context hereof clearly requires othenvise: <br />Act: Minnesota Statutes, Sections 469.152 to 469.1�51, as amended; <br />A�-eement: this Agreement between th� City and the Borrower as the same znay from <br />time to tiane be amended ar supplemenied as herein provided; <br />Bond Counsel: the firm of Briggs and Morgan, Professional Association, of Saint Paul <br />and Minneapolis, Minnesota, or any other nationally recogruzed bond counse�, and any apinion <br />of Bond Counsel shall he a written opinion signed by such Bond Counsel; <br />Borrower: Presbyterian Hornes Management and Services, Itic., its successors and <br />assigns, and any surviving, resulting or transferee business entity which may assume its <br />obligations in accordance wiih the provisions of this Agreement; <br />Citv: the Ciiy of Arden Hills, Minnesota, its �uccessors and asszgns; <br />Closin�: the date there is physical delivery of the Note �o the Lender and paymeni <br />�herefore; <br />Code: the Internal Revenue Code of 1986, as amended and tha temporary, final oz- <br />proposed regulations praxnulgated ihereunder; <br />Counsel: an attorney designated by or acceptable to the Lender, duly admit�ed to practice <br />law before the hig�est court of any state; an attorney for the Borrower or the City may be eligible <br />for appointment as Counsel; <br />Date of Taxabilitv: this term shall have the meaning ascribed to it in Section 4.5(4) <br />hereof; <br />Debt Service Co,y, era e Ratio: the ratio of (a) changes in unrestricted net assets plus <br />depreciation plus amortization plus other non-cash expenses plus interest expense less 25% of <br />capital expenditures and less I00% of the inczease or plus 100% of the decrease in accounts <br />220$$45v4 <br />