04-14-2021 Council Packet - Laserfiche WebLink

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13068487v2 3 “Bonds” means the Series 2021D Bonds, together with any Additional Bonds issued pursuant to Section 2.09 of the Indenture. “Certificate” means a certification in writing required or permitted by the provisions of this Loan Agreement or the Indenture, signed and delivered to the Trustee or other proper person or persons. If and to the extent required by the provisions of Section 1.02 hereof, each Certificate shall include the statements provided for in said Section 1.02. “Certified Resolution” means a copy of a resolution of the City Council, certified by the City Administrator to have been duly adopted by said City Council and to be in full force and effect on the date of such certification. “City Council” means the City Council of the Issuer, or its successor as governing body of the Issuer. “Corporation” means New Harmony Care Center, Inc., a Minnesota nonprofit corporation, its successors and assigns. “Default” means default by the Corporation in the performance or observance of any of the covenants, agreements or conditions on its part contained in this Loan Agreement, exclusive of any notice or period of grace required for a default to constitute an “Event of Default” as described in Section 7.01 of this Loan Agreement. “Determination of Taxability” means the issuance of a statutory notice of deficiency by the Internal Revenue Service, or a ruling of the National Office or any District Office of the Internal Revenue Service, or a final decision by any court of competent jurisdiction that interest on the Bonds is includable in the gross income of the recipient under Section 103 and related Sections of the Internal Revenue Code and regulations thereunder, provided that the period for a contest or appeal, if any, of such action, ruling or decision has expired without any such appeal or contest having been instituted, or, if instituted, such contest or appeal has been unsuccessfully concluded. Inclusion of interest on the Bonds in the computation of any alternative minimum tax shall not be a Determination of Taxability. “Disbursing Agreement” means the Disbursing Agreement, dated as of May 1, 2021, among the Corporation, the Trustee, Bremer Bank, National Association and Commercial Partners Title, Inc. “Event of Default” means an Event of Default described in Section 7.01 of this Loan Agreement which has not been cured. “Guarantor” means Elim Care, Inc. “Guaranty” means the Guaranty Agreement, dated as of May 1, 2021, between the Guarantor and the Trustee. “Holder” or “Bondholder” or “Owner” means the person in whose name a Bond shall be registered in the registration records maintained by the Trustee.