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

Home Browse Search

� tion shall be made first from Eligible Moneys and then from funds required to be drawn under the Letter of Credit and the Partnership shall receive credit for such payment from Eligible Moneys and proceeds of the Letter of Credt. Obligations of the Partnership Unconditional The obligations of the Partnership to make payments pursuant to the Loan Agreement and the Note will be absolute and unconditional, without defense or set-off. Until the principal of, premium, if an}r, and interest on the Bonds have been fully paid or provided for, such payments may not be suspended or discontinued for any failure to complete the Project, any acts or circumstances that may constitute failure of consideration, eviction or constructive evic- tion, destruction of or damage to the Project, commercial frustration of pur- pose, or any change in the tax or other laws or administrative rulings of or administrative actions by the United States or the State of Illinois or any political subdivision thereof. However, the obligations of the Partnership under the Note and Loan Agreement and of the Land Trust and the Partnership under the Mortgage are non-recourse obligations. (See "Non-recourse Provi- sions"). Certain Covenants of the Partnership Relating to the Use and Operation of the Pro ject Under the terms of the Loan Agreement, the Partnership covenants and agrees: (i) to pay any and all taxes, assessments and charges concerning or in any way related to the property subject to the Mortgage (the "Mortgaged Property") , including the Project, before the same become delinquent; and (ii) to maintain, preserve and keep the Mortgaged Property, including the Project, in good repair and operating condition, and from time to time to make all needed and proper repairs thereto and renewals and replacements thereof. The obligations of the Partnership under the Note and Loan Agreement and of the Land Trust and the Partnership under the Mortgage are non-recourse obligations (see "Non-recourse Provisions"). Partnership Existence and Business The Partnership agrees that so long as any Bonds shall be outstanding it will at all times (i) maintain its existence as an Illinois limited Partnership duly suthorized to transact business in Illinois and the existence of the Land Trust as an Illinois land trust in which the Partnership owns 100% of the beneficial interest and power of direction free of any liens, encumbrances or claims other than the lien and security interest of the Mortgage and the Bank Mortgage Documents and (ii) to maintain and preserve the leasehold estate of the Land Trust under the Ground Lease free and clear of all liens, encumbrances and claims other than Permitted Encumbrances. Each general partner of the Partnership agrees that it will maintain its existence as a corporation duly authorized to do business and in good standing in Illinois, will not withdraw or cease to act as a general partner of the Partnership, will not dissolve or otherwise dispose of all or substantially all of its assets and will not con- solidate with or merge into another corporation while the Bonds shall be outstanding; provided that each general partner may consolidate with or merge into another corporation, or sell or otherwise transfer to another corporation all or substantially all of its assets as an entirety and thereafter dissolve, 31