04-14-2021 Council Packet - Laserfiche WebLink

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13068670v2 5 “City Council” means the City Council of the Issuer, or its successor as governing body of the Issuer. “Closing Date” means the date on which the Series 2021D Bonds are delivered to the Original Purchaser thereof. “Corporation” means New Harmony Care Center, Inc., a nonprofit corporation organized and existing under the laws of Minnesota, its successors and assigns. “Default” means default by the Issuer in the performance or observance of any of the covenants, agreements or conditions on its part contained in this Indenture, or in the Series 2021D Bonds outstanding hereunder, exclusive of any notice or period of grace required for a default to constitute an “event of default” as hereinafter provided. “Depository” means The Depository Trust Company in New York, New York, its successors or assigns, or any other person who shall be a Holder of all Bonds directly or indirectly for the Original Purchaser to act as the Depository; provided that any Depository shall be registered or qualified as a “clearing agency” within the meaning of Section 17A of the Securities Exchange Act, as amended. “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, LLC. “Event of Default” means an Event of Default described in Section 7.01 of this Indenture which has not been cured. “Fund” means, whenever used with reference to this Indenture, the Project Fund, the Bond Fund, the Sinking Fund, the Reserve Fund, and/or the Optional Redemption Fund. “Guarantor” means Elim Care, Inc. “Guaranty” means the Guaranty Agreement, dated as of May 1, 2021, between the Guarantor and the Trustee. “Holder”, “Bondholder” or “owner” whenever employed herein with respect to a Bond means the person in whose name such Bond shall be registered.