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

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provided that the surviving, resulting or transferee corporation, as the case may be, shall be a corporation organized and existing under the laws of one of the states of the United States of America duly authorized to do business and in good standing in Illinois, shall assume in writing all of the obligations of the such general partner under the Partnership Agreement, the Loan Agree- ment, the Note and the Mortgage and has a consolidated net worth (after giving effect to such merger, consolidation or transfer) at least equal to that of the such general partner immediately prior to such merger, consolidation or transfer. Tax-Exempt Status of Bonds The City agrees that it will prior to the issuance of the Bonds duly elect to have the provisions of Section 103(b)(6)(D) of the Code with respect to the $10,000,000 limitation apply to such issue. The Partnership agrees that it will take such further actions as are required of a principal user of facilities financed with an issue of obligations subject to said Section 103(b) (6)(D). (See "TAX EXEMPTION" herein.) Sale or Lease of Project The Partnership agrees that it will not sell, lease (except pursuant to leases which are Pern►itted Encumbrances) , or otherwise convey all or part of the Project without either prepaying the Note and redeeming the Bonds or other- wise providing for the payment of the Bonds in accordance with the Indenture, or obtaining the prior written approval of such conveyance from the governing body of the City, the Trustee and the Bank. Indemnification The Partnership will release and agree to indemnify and save the City, the Trustee and the Paying Agent and the officers of each, harmless against and from all claims by or on behalf of any person, firm or corporation arising from the conduct or management of, or any work or thing done on, the Mortgaged Property, including the Project, while any Bonds remain outstanding, and from certain other occurrences, with the exception of negligence or willful miscon- duct by the City, the Trustee or the Paying Agent and against all costs and expenses incurred in connection with any such claim arising as aforesaid, or in connection with any action or proceeding brought thereon. Insurance The Partnership agrees to maintain all necessary insurance with respect to the Mortgaged Property, including the Project, in accordance with its customary insurance practices as required by the Mortgage. Annual Statements The Partnership agrees to furnish the Trustee (at the same time as such is made available to the Partnership) with a balance sheet and statement of income showing the financial condition of the Partnership at the close of each fiscal year, and the results of operations of the Partnership for such fiscal year, certified by one of the the general partners. 32