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13068670v2
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<br />2
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<br />WHEREAS, the Series 2021D Bonds, the form of assignment and the Trustee’s
<br />authentication certificate to be endorsed on the Series 2021D Bonds are to be in substantially the
<br />form set forth in Exhibit A hereto; and
<br />WHEREAS, the execution and delivery of this Indenture have been duly authorized by the
<br />City Council, and all conditions, acts and things necessary and required by the Constitution and
<br />laws of the State of Minnesota, or otherwise, to exist, to have happened or to have been performed
<br />precedent to and in the execution and delivery of this Indenture, and in the issuance of the Series
<br />2021D Bonds, do exist, have happened or have been performed in regular form, time and manner,
<br />and the execution and delivery of this Indenture have been in all respects duly authorized; and
<br />WHEREAS, the Trustee has accepted the trust created by this Indenture and in evidence
<br />thereof has joined in the execution hereof;
<br />NOW, THEREFORE, THIS INDENTURE WITNESSETH:
<br />GRANTING CLAUSES
<br />That the Issuer in order to secure the payment of the principal of, premium (if any) and
<br />interest on the Bonds issued under this Indenture according to their tenor and effect and the
<br />performance and observance of each and all of the covenants and conditions herein and therein
<br />contained, and for and in consideration of the premises and of the purchase and acceptance of the
<br />Bonds by the respective purchaser or purchasers and registered owners thereof, and for other good
<br />and valuable consideration, the receipt whereof is hereby acknowledged, has executed and
<br />delivered this Indenture and has granted, bargained, sold, assigned, transferred, conveyed, pledged
<br />and set over, and by these presents does hereby grant, bargain, sell, assign, transfer, convey, pledge
<br />and set over, unto the Trustee, and to its successor or successors in the trust hereby created and to
<br />its assigns forever:
<br />I.
<br />All of the rights and interests of the Issuer in the Loan Agreement, dated as of May 1, 2021,
<br />between the Issuer and New Harmony Care Center, Inc., except for the rights of the Issuer relating
<br />to expenses, indemnity, payment of attorneys’ fees and advances of the Issuer under Sections
<br />4.03(b), 6.01, 7.04 and 7.05 thereof.
<br />II.
<br />A first lien on and pledge of all right, title and interest in (i) the moneys and investments
<br />in the Bond Fund, the Project Fund, the Reserve Fund, the Sinking Fund, and the Optional
<br />Redemption Fund covenanted to be created and maintained under this Indenture and (ii) Net
<br />Proceeds of any insurance or condemnation award held by the Trustee pursuant to the terms of the
<br />Loan Agreement, the Mortgage or this Indenture.
<br />III.
<br />Any and all other property of every name and nature from time to time hereafter by delivery
<br />or by writing of any kind conveyed, mortgaged, assigned or transferred, or in which a security
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