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132759067v2 <br /> <br /> <br /> <br />THIS LOAN AGREEMENT dated as of June ___, 2024, between the City of Gem Lake, <br />Minnesota, a municipal corporation (the "Issuer"), and White Bear Montessori School, Inc., a <br />Minnesota nonprofit corporation (the "Borrower"). <br />WITNESSES that the Issuer and the Borrower each in consideration of the <br />representations, covenants and agreements of the other as set forth herein, mutually represent, <br />covenant and agree as follows: <br />ARTICLE I <br /> <br />DEFINITIONS, EXHIBITS 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: collectively, Minnesota Statutes, Sections 469.152 to 469.165, as amended; <br />Agreement: this Loan Agreement between the Issuer 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 Taft Stettinius & Hollister LLP, of Minneapolis, Minnesota, <br />or any other nationally recognized bond counsel representing the Issuer, and any opinion of <br />Bond Counsel shall be a written opinion signed by such Bond Counsel; <br />Borrower: White Bear Montessori School, Inc., its successors and assigns, and any <br />surviving, resulting, or transferee business entity which may assume its obligations in accordance <br />with the provisions of this Agreement; <br />City: the City of Gem Lake, Minnesota; <br />Closing: the date there is physical delivery of the Note to the Lender and payment <br />therefor; <br />Code: the Internal Revenue Code of 1986, as amended and the temporary, final or <br />proposed regulations promulgated thereunder; <br />Collateral: all collateral on which a lien has been granted to the Lender by the Borrower <br />pursuant to this Agreement and the Security Agreement; <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 Issuer may be <br />eligible for appointment as Counsel; <br />Date of Taxability: this term shall have the meaning ascribed to it in Section 4.5(2) <br />hereof; <br />Default Rate: has the meaning defined in Section 6.7 hereof;