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13068487v2
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<br />LOAN AGREEMENT
<br />THIS LOAN AGREEMENT, made as of the 1st day of May, 2021, between CITY OF
<br />LITTLE CANADA, a municipal corporation and political subdivision of the State of Minnesota
<br />(herein sometimes called the “Issuer”), and NEW HARMONY CARE CENTER, INC., a nonprofit
<br />corporation organized and existing under the laws of Minnesota (herein sometimes called the
<br />“Corporation”),
<br />WITNESSETH:
<br />WHEREAS, the Corporation has determined to finance the acquisition, construction, and
<br />equipping of a new senior healthcare and housing facility, including approximately 48 skilled
<br />nursing beds, 16 transitional skilled nursing beds, 35 independent apartment units, 36 assisted
<br />living apartment units, 14 memory care apartment units, and 12 care suite apartment units, to be
<br />located at 1534 County Road C East in the City of Maplewood, Minnesota (the “Project”); and
<br />WHEREAS, the Corporation has proposed that the Issuer issue its revenue bonds for the
<br />purpose of obtaining funds to loan to the Corporation hereunder to provide for the financing of the
<br />Project, and partially defray the costs of issuance of the bonds, all pursuant to the provisions of
<br />Minnesota Statutes, Chapter 462C, as amended (the “Act”); and
<br />WHEREAS, the Corporation is an organization described in Section 501(c)(3) of the
<br />Internal Revenue Code of 1986, as amended; and
<br />WHEREAS, the Issuer proposes to issue its $7,550,000 Subordinate Senior Housing and
<br />Healthcare Revenue Bonds (New Harmony Project), Series 2021D (the “Series 2021D Bonds”)
<br />pursuant to a Trust Indenture of even date herewith, between the Issuer and U.S. Bank National
<br />Association, as Trustee (the “Trustee”), to provide the funds to be loaned to the Corporation
<br />hereunder, and to assign its interests in this Loan Agreement (other than certain rights to indemnity,
<br />payment of fees and repayment of expenses and advances) to the Trustee as security for the Series
<br />2021D Bonds; and
<br />WHEREAS, the Corporation proposes to execute and deliver to the Trustee a Subordinate
<br />Construction Mortgage, Security Agreement, Fixture Financing Statement and Assignment of
<br />Leases and Rents (as more fully described hereinafter, the “Mortgage”) of even date herewith,
<br />providing a mortgage lien on the Project Facilities, as hereinafter defined, and an assignment of its
<br />interests in, among other items, all leases and rents to be derived with respect to the Project
<br />Facilities, to provide security for the payment of the Series 2021D Bonds and for the performance
<br />of the Corporation’s obligations under this Loan Agreement;
<br />NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, the
<br />parties hereto covenant and agree as follows:
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