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"_Available Moneys" means moneys held by or on behalf of the Trustee or the Registrar and Paying Agent (i) that constitute proceeds of Bonds; (ii) that were received by the Trustee or the Registrar and Paying Agent from the remarketing of the Bonds by the Remarketing Agent; (iii) that were realized by the Trustee or the Registrar and Paying Agent under the Credit Facility; (iv) that were received by the Trustee from or on behalf of the Issuer or the Borrower and that have been on deposit with the Trustee for at least 124 days during which no proceeding by or against the Issuer or the Borrower (as the case may be) under any federal or state bankruptcy or insolvency law or any similar law in effect on the date of this Indenture or thereafter enacted shall have been commenced or be pending, unless such proceeding shall have been dismissed and such dismissal shall be final and not subject to appeal.; (v) that constitute proceeds (including, without limitation, investment earnings) of any of the foregoing; and (vi) with respect to which there shall have been delivered to the Trustee an opinion of nationally -recognized counsel experienced in bankruptcy matters to the effect that the payment of such moneys to the holder of any Bond will not be avoidable under the preference avoidance powers of a trustee in bankruptcy of the Issuer or the Borrower under Section 547 of the United States Bankruptcy Code (or any section amendatory of, supplemental to or replacing such Section) in the event that the Issuer or the Borrower becomes the subject of a case thereunder. For the purposes of clause (iv) of this definition, moneys shall be deemed to have been received by or deposited with the Trustee only when cash or its equivalent is so received or deposited (as the case may be) or, in the case of checks or drafts, when final payment thereof has been made to the Trustee by the payor bank. "Bond" or "Bonds" means the Indian River County, Florida Variable Rate Demand/Fixed Rate Industrial Development Revenue Refunding Bonds (Florida Convalescent Centers, Inc. Project), Series 198 , authorized by Section 2.01 of this Indenture, ")fond Counsel" means a law firm having a national reputation in the field of municipal law whose legal opinions are generally accepted by purchasers of municipal Bonds. "Bondholder". "Holder" or "Owner" or any similar term, when used with reference to a Bond, means the registered owner of such Bond. "Borrower" means Florida Convalescent Centers, Inc., a corporation duly organized and existing under the laws of the State of Florida, and its successors and assigns. "_Business Day" means a day other than (i) a Saturday, Sunday or other day on which banking institutions in the State or the city in which the Principal Office of the Trustee, the Registrar and Paying Agent, the Remarketing Agent or the Credit Facility Provider is located are authorized or required to close and (ii) a day on which the New York Stock Exchange is closed. "Code" means the Internal Revenue Code of 1986, as amended, or any applicable predecessor statutory provisions, and the applicable regulations thereunder. - 5 -