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2. Termination. If the closing of the provision of the Funds does not take place on <br /> or before the Outside Closing Date, this Letter shall immediately terminate and be of no further <br /> force and effect. <br /> 3. No Personal Liability. No member, officer, agent or employee of IHDA or the <br /> Trust Fund Advisory Commission, or their successors and assigns, shall be liable personally <br /> concerning any matters arising out of or in relation to the undertakings or obligations set forth in <br /> this Letter. <br /> 4. Indemnification of IHDA. The Sponsor agrees to defend and indemnify and hold <br /> harmless IHDA from and against any and all damages, including, but not limited to, any past, <br /> present or future claims, actions, causes of action, suits, demands, liens, debts,judgments,losses, <br /> costs,liabilities and other expenses,including,but not limited to,reasonable attorneys' fees,costs, <br /> disbursements, and other expenses, that IHDA may incur or suffer by reason of or in connection <br /> with the Project. The Sponsor further agrees that IHDA, if it so chooses, shall have the right to <br /> select its own counsel with respect to any such claims. The obligations of the Sponsor under this <br /> Paragraph EA shall survive the provision of the Funds. <br /> 5. State Debt. By signing and accepting this Letter,the Sponsor is hereby declaring <br /> and certifying that it and its affiliates and related entities are not delinquent in the payment of any <br /> debt to the State of Illinois (or if delinquent, has entered into a deferred payment plan to pay the <br /> debt) and the Sponsor and its affiliates and related entities acknowledge that IHDA may declare <br /> this Letter null and void if this certification is false or if the Sponsor,its affiliates or related entities <br /> later becomes delinquent and has not entered into a deferred payment plan to pay off the debt. <br /> 6. Time for Acceptance. The terms and conditions of this Letter shall not become <br /> effective unless the Sponsor unconditionally accepts it by executing this Letter in the space <br /> provided below via DocuSign(or similar electronic signature system,acceptable to IHDA)within <br /> sufficient time so that IHDA actually receives them within fourteen (14) days of the date of this <br /> Letter. If not accepted unconditionally and received by IHDA as provided above,this Letter shall <br /> automatically become void and of no legal effect. <br /> 7. Publicity IHDA reserves the right to publicize the issuance of this Letter and the <br /> provision of the Funds. The Sponsor agrees that IHDA may use photographs of the interior and <br /> exterior of the Project for its future marketing and public relations purposes. The Sponsor shall <br /> notify IHDA immediately of any formal publicity in connection with the Project that is arranged <br /> or promoted by the Sponsor or any other party participating in the financing or development of the <br /> Project. Formal publicity includes, but is not limited to, participation in news conferences and <br /> media events such as ground breaking and dedication ceremonies. IHDA shall have the right to <br /> approve the dates of any formal publicity events and the content of any media releases for such <br /> events. The use of IHDA's name in any signage, advertising or in any other manner is subject to <br /> IHDA's prior written consent. <br /> 8. Survival of Obligations. The Sponsor's obligations as set forth in this Letter shall <br /> survive the Closing Date and the Sponsor shall continue to cooperate with IHDA and furnish any <br /> documents, exhibits or showings required. In the event of a conflict between this Letter and the <br /> 6 <br />