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132759067v2 2 Determination of Taxability: this term shall have the meaning ascribed to it in Section 4.5(2) hereof; Disbursing Agreement: the Disbursing Agreement of even date herewith between the Borrower, the Lender, and the disbursing agent named therein; Event of Default: any of the events described in Section 6.1 hereof; Exempt Organization: a governmental unit, an entity described in Section 501(c)(3) of the Code or a limited liability company that is a disregarded entity for federal income tax purposes and whose sole member (or, if different, beneficial owner for federal income tax purposes) is an entity described in Section 501(c)(3) of the Code; Facility: certain educational facilities, as expanded and improved, of the Borrower on the campus of the Borrower, located at 1201 East County Road E in the City; Fiscal Year: with respect to the Borrower, the period commencing on the first day of [July] of any year and ending on the last day of [June] of the next year or any other twelve (12) month period specified by the Borrower as its fiscal year; Independent Counsel: an attorney duly admitted to practice law before the highest court of any state and who is not a full-time employee, director or shareholder of the Issuer, the Borrower, or Lessee; Issuance Expenses: shall mean any and all costs and expenses relating to the issuance, sale and delivery of the Note, including, but not limited to, any fees of the Lender, all fees and expenses of legal counsel, financial consultants, feasibility consultants and accountants, any fee to be paid to the Issuer, the preparation and printing of this Agreement, the Mortgage, the Security Agreement, the Resolution, the Pledge Agreement, the Note and all other related documents, and all other expenses relating to the issuance, sale and delivery of the Note and any other costs which are treated as "issuance costs" within the meaning of Section 147(g) of the Code; Issuer: City of Gem Lake, Minnesota, its successors and assigns; Land: the real property and any other easements and rights described in Exhibit A to the Declaration, together with all additions thereto and substitutions therefor agreed to by Lender and Borrower; Lender: Premier Bank, a Minnesota corporation, its successors and assigns; Loan: the loan of proceeds of the Note from the Issuer to the Borrower described in Section 3.1 of this Agreement; Loan Documents: collectively, the documents listed in Section 3.2, items (1) - (6) hereof; Mortgage: Mortgage Security Agreement, Assignment of Leases and Rents, and Fixture Financing Statement of even date herewith by the Borrower in favor of the Lender;