82-25 AUTHORIZING, APPROVING, RATIFYING AND CONFIRMING CERTAIN ADDITIONS AND CHANGES TO ECONOMIC DEVELOPMENT REVENUE BONDS (BRETTWOOD VILLAGE ASSOCIATES PROJECT)

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Whenever the amount in the Bond Fund from any source whatsoever is suffi- cient to pay when due the principal of, premium, if any, and interest accrued or to accrue to the redemption date or maturity date of any Bonds, the City has authorized the Trustee, upon request of the Partnership, to take and cause to be taken the necessary steps to redeem such Bonds on the earliest redemption date for which the required redemption notice may be given, or such later date as may be specified by the Partnership. After all of the Bonds have been paid, or provision for their payment has been made, as provided in the Indenture (see "SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE - Discharge" herein) , and all amounts due the Trustee and under the Loan Agreement have been paid, any balance remaining in the Bond Fund is required to be paid to the Partnership or in certain circumstances to the Bank as reimbursement for amounts paid under the Letter of Credit. Separate Escrow Account in the Bond Fund If at any time during the term of the Indenture a payment shall have been made on the Note by the Partnership and, a petition is filed by or against the Partnership or any general partner thereof pursuant to the Bankruptcy Code after the related payment date on the Bonds, the Trustee is required to draw upon the Letter of Credit an amount equal to such payment of principal, pre- mium, if any, and/or interest on the Bonds made by the Partnership during the 91-day period immediately preceding the filing of said petition (in addition to any amounts needed to pay principal, premium, if any, and interest on the Bonds pursuant to the requisite acceleration if the Bonds have not been retired). The Trustee is required to hold the amount so drawn under the Letter of Credit in a separate escrow account in the Bond Fund for the sole benefit of the holders of Bonds, or of the coupons appertaining thereto, who received a payment of the principal of, premium, if any, and/or interest on the Bonds within such 91-day period. If an order is entered by a court of competent jurisdiction holding that pursuant to the Bankruptcy Code the holders of the Bonds and/or coupons must return any part or all of the amounts they received during said 91-day period, and if such order is final and not appealable, then the Trustee shall use the moneys in such separate escrow account (including investment earnings) to make payment to the bankruptcy trustee or otherwise in accordance with such order for the account of such Bond and/or coupon holders, provided such payment shall discharge any and all liability of such Bond and/or coupon holders with respect thereto or if such direct payment for the account of such Bond and/or coupon holders is not possible or will not discharge all liability of such Bond and/or coupon holder then the Trustee shall use such moneys to reimburse such Bond and/or coupon holders for any such payments required to be returned on a pro rata basis. If it is instead held that such Bond and/or coupon holders may retain the amounts they received during such 91-day period, or if, in the opinion of counsel satisfactory to the Trustee, all applicable statutes of limitation relating to the Bankruptcy Code have expired without any suit or other proceeding being filed to recover any part or all of the said payment under the Bankruptcy Code, then the moneys in said special escrow account (including investment earnings) shall be returned to the Bank. 20