Authorizing the city Amend Documents Relating to its economic development refunding revenue bond series 1983

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SENT BY: ICE MILLER • :10-26-92 ; 6:01PM ; COPY CENTER-, • 2192842397;#18 and the monthly payments required hereunder shall be increased, effective as of the first day of the calendar month following such date of receipt, to an amount sufficient to amortize the then unpaid principal balance of this Note, together with interest as increased in accordance with the provisions of this paragraph, in equal monthly payments over the remainder of the Amortization Period. As soon as practicable after its receipt of notice of a Determination of Taxability, Holder shall. notify Maker in writing of its receipt thereof and of the consequent increase in interest rate and monthly payments required hereunder. In addition to the other amounts set forth in this paragraph and within thirty (30) days of receipt of a notice setting forth such amounts, Maker shall pay to the current and any previous Holder of this Note the amounts of additional federal and state income taxes, including penalties and interest thereon, which such Holder or Holders estimate they have incurred or will incur by reason of such Determination of Taxability with respect to their current and past tax years, plus a "gross up" amount equal to all federal, state and local taxes required to be paid by virtue of the receipt of payments under this sentence (calculated at an assumed federal tax rate of 46% and at the maximum state and local statutory rates applicable to the payments received) and the provision of this sentence shall survive the payment of this Note. Notwithstanding the provisions of paragraph 16 hereof, in the event a Determination of Taxability occurs as a result(in the reasonable judgment of Holder) of the act or omission of Maker, obligation to pay the amounts set forth in the preceding sentence shall be the personal obligation of Maker but not of its general partners. In addition, Holder may, at its option, at any time after receipt of notice of a Determination of Taxability, declare the unpaid principal balance of this Note, together with accrued interest thereon and any other indebtedness due hereunder, due and payable in full, upon at least six (6) months' prior written notice to Maker, and Maker shall pay the same to Holder on the date specified in said notice,plus a prepayment premium equal to eight percent(8%) of such unpaid principal balance, if such payment occurs prior to September 1, 1993. 8. A "Determination of Taxability" shall mean (i) the occurrence of a determination by the Internal Revenue Service that the interest payable on the Bond (as described in the Loan Agreement hereinafter described) is includable for federal income tax purposes in the gross income of Holder (other than during such time as Holder was a substantial user of the Project or a related person, within the meaning of Section 147(a) of the Internal Revenue Code), or (ii) the receipt by the Holder of an opinion of nationally recognized bond counsel selected by Holder that the interest payable on the Bond(as described in the Loan Agreement hereinafter described) is includable for federal income tax purposes in the gross income of Holder (other than during such time as Holder`was a substantial user of the Project or a related person, within the meaning of Section 147(a) of the Internal Revenue Code), or (iii) a statement of nationally recognized bond counsel that it is unable to give an opinion that the interest payable on the Bond continues to be excludable for federal income tax purposes from the gross income of Holder (other than during such time as Holder was a substantial user of the Project or a related person, within the meaning of Section 147(a) of the Internal Revenue Code). 9. This Note replaces and supercedes a Note dated August 1, 1983 and is secured by a Mortgage and Security Agreement, as amended by the First Amendment to Mortgage and Security Agreement, and an Assignment of Rents and Leases, each dated as of August 1, 1983, - 3 -