Common use of Tax-Exempt Status of Bonds Clause in Contracts

Tax-Exempt Status of Bonds. (a) The Issuer covenants and agrees that it will not take any action, or fail to take any action, if such action, or failure to act would cause the interest on the Bonds to be Taxable; provided, however, that if, in the event of the occurrence of a Determination of Taxability, the Issuer, at the direction of the Users, redeems the Bonds in compliance with the provisions of the Indenture and the Bonds requiring such redemption as a result of the occurrence of such Determination of Taxability, then (any provision of the Indenture or of the Bonds to the contrary notwithstanding) the inaccuracy of any representation or warranty contained in the Indenture, the Loan Agreement or in the Bonds or the failure by the Issuer or the Users to observe or perform any covenant or agreement contained in the Indenture, the Loan Agreement or in the Bonds that resulted in such Determination of Taxability shall not be considered a default or an Event of Default by the Issuer under the Indenture or by the Users under the Loan Agreement and such mandatory redemption by the Issuer shall constitute a full and complete satisfaction to the Holder of each Bond of all claims, and for all damages, costs and expenses, arising out of or based on any such inaccuracy or failure. (b) Any provision of this Indenture to the contrary notwithstanding, if a trust is established for the payment or redemption of Bonds pursuant to Section 16.02 prior to a Determination of Taxability, the Holders of Bonds to be paid or redeemed from such trust shall not be entitled to early redemption as a result of any such Determination of Taxability. (c) The Issuer hereby elects to have the $10,000,000 limitation set forth in Section 144(a)(4) of the Internal Revenue Code apply to the Bonds and agrees to take all actions necessary to assure compliance with the provisions of said section.

Tax-Exempt Status of Bonds. (a) It is the intention of the Company that interest on the Bonds shall be and remain Tax‑Exempt and to that end the covenants and agreements of the Company in this Section are for the benefit of the Trustee and each and every holder of the Bonds. The Issuer Company covenants and agrees that it has not taken or permitted to be taken and will not take or permit to be taken any actionaction which results in interest paid on the Bonds being included in gross income of the holders or beneficial owners of the Bonds for purposes of federal income taxation (other than a holder or beneficial owner who is a "substantial user" of the Project or a "related person" within the meaning of Section 147(a) of the Code). The Company covenants that none of the proceeds of the Bonds or the payments to be made under this Agreement, nor any other funds 0000-0000-0000.5 which may be deemed to be proceeds of the Bonds pursuant to Section 148(a) of the Code, will be invested or fail used in such a way, and that no actions will be taken or not taken, as to take any action, if such action, or failure to act would cause the Bonds to be treated as "arbitrage bonds" within the meaning of Section 148(a) of the Code. Without limiting the generality of the foregoing, the Company covenants and agrees that the representations of the Company in the Tax Agreement and in the Company’s Project Certificate are true and correct as of the Issue Date and that it will comply with the provisions therein with respect to certain facts which are within the knowledge of the Company and certain reasonable assumptions of the Company, to enable Xxxxx Xxxx LLP, as Bond Counsel, to determine that interest on the Bonds to be Taxable; provided, however, is not includable in the gross income of the holders of the Bonds for federal income tax purposes. The Company acknowledges that if, in the event of an examination by the occurrence Internal Revenue Service of a Determination the exemption from federal income taxation of Taxabilityinterest paid on the Bonds, the IssuerIssuer is likely to be treated as the "taxpayer" in such examination and agrees that it will respond, and will request the Issuer to respond, in a commercially reasonable manner to any inquiries from the Internal Revenue Service in connection with such an examination. The Issuer covenants that it will take commercially reasonable action to cooperate with the Company, at the direction of Company’s expense and at its reasonable direction, in connection with any such examination. The Company recognizes the Users, redeems the Bonds Issuer may determine to hire its own counsel and other advisors in compliance connection with the provisions of the Indenture and the Bonds requiring such redemption as a result of the occurrence of such Determination of Taxability, then (any provision of the Indenture or an examination of the Bonds to the contrary notwithstanding) the inaccuracy of any representation or warranty contained in the Indenture, the Loan Agreement or in the Bonds or the failure by the Issuer or the Users to observe or perform any covenant or agreement contained in the Indenture, the Loan Agreement or in the Bonds that resulted in such Determination of Taxability shall not be considered a default or an Event of Default by the Issuer under the Indenture or by the Users under the Loan Agreement and such mandatory redemption by the Issuer shall constitute a full and complete satisfaction to the Holder of each Bond of all claims, and for all damages, costs and expenses, arising out of or based on any such inaccuracy or failure. (b) Any provision of this Indenture to the contrary notwithstanding, if a trust is established for the payment or redemption of Bonds pursuant to Section 16.02 prior to a Determination of Taxability, the Holders of Bonds to be paid or redeemed from such trust shall not be entitled to early redemption as a result of any such Determination of Taxability. (c) The Issuer hereby elects to have the $10,000,000 limitation set forth in Section 144(a)(4) of the Internal Revenue Code apply Service, the cost of which shall be paid by the Company as an Administrative Expense under Section 4.2(e) hereof. For purposes of the immediately preceding paragraph, the Company will be deemed to have taken or permitted or omitted to take any action which is taken or permitted or omitted by Truckee Xxxxxxx Water Authority, the owner of the Water Facilities, or any subsequent owner or operator of the Water Facilities or portion thereof. The Company has received a certificate dated the Issue Date from Truckee Xxxxxxx Water Authority with respect to the Bonds and agrees Water Facilities. This certificate is attached to take all actions necessary to assure compliance with the provisions of said sectionProject Certificate.

Tax-Exempt Status of Bonds. (a) It is the intention of the Issuer and the Borrower that interest on the Bonds shall be and remain excludable from gross income of the of the Bonds for federal income taxation purposes, (except for interest on any Bod for any period during which such Xxxx is owned by and person who is and substantial user of the Project or a related person within the meaning of Section 147(a) of the Code) and to that end the covenants and agreements of the Borrower in this Section are for the benefit of the Bondowners and the Issuer. (b) The Issuer Borrower covenants and agrees that it will not take use or permit the use of any action, or fail to take any action, if such action, or failure to act would cause the interest on the Bonds to be Taxable; provided, however, that if, in the event of the occurrence of a Determination of Taxability, the Issuer, at the direction of the Users, redeems the Bonds in compliance with the provisions of the Indenture and the Bonds requiring such redemption as a result of the occurrence of such Determination of Taxability, then (any provision of the Indenture or of the Bonds to the contrary notwithstanding) the inaccuracy of any representation or warranty contained in the Indenture, the Loan Agreement or in the Bonds or the failure funds provided by the Issuer or the Users to observe Bondowner Representative hereunder or perform any covenant other funds of the Borrower, directly or agreement contained in the Indentureindirectly, the Loan Agreement or in the Bonds that resulted in such Determination manner as would, or enter into, or allow any “related person” (as defined in Section 147(a)(2) of Taxability shall not be considered a default the Code) to enter into, any arrangement, formal or an Event of Default by informal, that would, or take or omit to take any other action that would cause the Issuer under the Indenture or by the Users under the Loan Agreement and such mandatory redemption by the Issuer shall constitute a full and complete satisfaction to the Holder of each Bond of all claims, and for all damages, costs and expenses, arising out of or based on any such inaccuracy or failure. (b) Any provision of this Indenture to the contrary notwithstanding, if a trust is established for the payment or redemption of Bonds pursuant to Section 16.02 prior to a Determination of Taxability, the Holders of Bonds to be paid “arbitrage bonds” within the meaning of Section 148 of the Code or redeemed from such trust shall not be entitled to early redemption as a result “federally guaranteed” within the meaning of any such Determination Section 149(b) of Taxabilitythe Code and applicable Regulations. (c) The Issuer hereby elects to have In the $10,000,000 limitation set forth in Section 144(a)(4) event that at any time the Borrower is of the Internal Revenue opinion or becomes otherwise aware that for purposes of this Section it is necessary to restrict or to limit the yield on the investment of any moneys held under the Indenture or otherwise by the Bondowner Representative as the Lender, the Borrower shall determine the limitations and so instruct the Bondowner Representative in writing and cause the Bondowner Representative to comply with those limitations under the Indenture. (d) The Borrower will take such action or actions as may be reasonably necessary in the opinion of Bond Counsel or of counsel to the Issuer, or of which it otherwise becomes aware, to fully comply with Section 148 of the Code apply as it applies to the Bonds and the Loan. (e) The Borrower further agrees to take all actions necessary to assure compliance that it shall not discriminate on the basis of race, creed, color, sex, sexual preference, source of income (e.g. AFDC, SSI), physical disability, national origin or marital status in the lease, use or occupancy of the Project or in connection with the employment or application for employment of persons for the rehabilitation, operation or management of the Project, to the extent required by applicable State or federal law. (f) The Borrower further warrants and covenants that it has not executed and will not execute any other agreement, or any amendment or supplement to any other agreement, with provisions contradictory to, or in opposition to, the provisions, of said sectionthis Loan Agreement and of the Regulatory Agreement, and that in any event, the requirements of this Loan Agreement and the Regulatory Agreement are paramount and controlling as to the rights and obligations herein set forth and supersede any other requirements in conflict herewith and therewith. (g) The Borrower will use due diligence to complete the acquisition and rehabilitation of the Project and reasonably expects to expend the full authorized principal amount of the Loan within twenty-four months of the date of this Loan Agreement. (h) The Borrower will calculate or cause to be calculated, at the times required by the Code, any rebate due to the federal government in respect of the Bonds, and will make timely payment of any rebate amount due to the federal government.

Tax-Exempt Status of Bonds. (a) It is the intention of the Company that interest on the Bonds shall be and remain Tax‑Exempt and to that end the covenants and agreements of the Company in this Section are for the benefit of the Trustee and each and every holder of the Bonds. The Issuer Company covenants and agrees that it has not taken or permitted to be taken and will not take or permit to be taken any actionaction which results in interest paid on the Bonds being included in gross income of the holders or beneficial owners of the Bonds for purposes of federal income taxation (other than a holder or beneficial owner who is a "substantial user" of the Project or a "related person" within the meaning of Section 147(a) of the Code or Section 103(b)(13) of the 1954 Code, as applicable). The Company covenants that none of the proceeds of the Bonds or fail the payments to take be made under this Agreement, nor any actionother funds which may be deemed to be proceeds of the Bonds pursuant to Section 148(a) of the Code, if will be invested or used in such actiona way, and that no 4846-1784-3503.10 actions will be taken or failure not taken, as to act would cause the Bonds to be treated as "arbitrage bonds" within the meaning of Section 148(a) of the Code. Without limiting the generality of the foregoing, the Company covenants and agrees that the representations of the Company in the Tax Agreement and in the Company's Project Certificate are true and correct as of the Issue Date and that it will comply with the provisions therein with respect to certain facts which are within the knowledge of the Company and certain reasonable assumptions of the Company, to enable Xxxxx Xxxx LLP, as Bond Counsel, to determine that interest on the Bonds to be Taxable; provided, however, is not includable in the gross income of the holders of the Bonds for federal income tax purposes. The Company acknowledges that if, in the event of an examination by the occurrence Internal Revenue Service of a Determination the exemption from federal income taxation of Taxabilityinterest paid on the Bonds, the IssuerIssuer is likely to be treated as the "taxpayer" in such examination and agrees that it will respond, and will request the Issuer to respond, in a commercially reasonable manner to any inquiries from the Internal Revenue Service in connection with such an examination. The Issuer covenants that it will take commercially reasonable action to cooperate with the Company, at the direction of Company's expense and at its reasonable direction, in connection with any such examination. The Company recognizes the Users, redeems the Bonds Issuer may determine to hire its own counsel and other advisors in compliance connection with the provisions of the Indenture and the Bonds requiring such redemption as a result of the occurrence of such Determination of Taxability, then (any provision of the Indenture or an examination of the Bonds to the contrary notwithstanding) the inaccuracy of any representation or warranty contained in the Indenture, the Loan Agreement or in the Bonds or the failure by the Issuer or the Users to observe or perform any covenant or agreement contained in the Indenture, the Loan Agreement or in the Bonds that resulted in such Determination of Taxability shall not be considered a default or an Event of Default by the Issuer under the Indenture or by the Users under the Loan Agreement and such mandatory redemption by the Issuer shall constitute a full and complete satisfaction to the Holder of each Bond of all claims, and for all damages, costs and expenses, arising out of or based on any such inaccuracy or failure. (b) Any provision of this Indenture to the contrary notwithstanding, if a trust is established for the payment or redemption of Bonds pursuant to Section 16.02 prior to a Determination of Taxability, the Holders of Bonds to be paid or redeemed from such trust shall not be entitled to early redemption as a result of any such Determination of Taxability. (c) The Issuer hereby elects to have the $10,000,000 limitation set forth in Section 144(a)(4) of the Internal Revenue Code apply Service, the cost of which shall be paid by the Company as an Administrative Expense under Section 4.2(e) hereof. For purposes of the immediately preceding paragraph, the Company will be deemed to have taken or permitted or omitted to take any action which is taken or permitted or omitted by Truckee Xxxxxxx Water Authority, the owner of the Water Facilities, or any subsequent owner or operator of the Water Facilities or portion thereof. The Company has received a certificate in connection with the issuance of the Bonds from Truckee Xxxxxxx Water Authority with respect to the Bonds and agrees Water Facilities. This certificate is attached to take all actions necessary to assure compliance with the provisions of said sectionProject Certificate.

Tax-Exempt Status of Bonds. (a) It is the intention of the Company that interest on the Bonds shall be and remain Tax‑Exempt and to that end the covenants and agreements of the Company in this Section are for the benefit of the Trustee and each and every holder of the Bonds. The Issuer Company covenants and agrees that it will has not taken or omitted to take any action, or fail permitted the taking or omission of any action within its control, and will not take or omit to take any action, if or permit the taking or omission of any action within its control, the taking or omission of which, in any case, resulted or would result in interest paid on the Bonds being included in gross income of the holders or beneficial owners of the Bonds for purposes of federal income taxation (other than a holder or beneficial owner who is a “substantial user” of the Project or a “related person” within the meaning of Section 103(b)(13) of the 1954 Code). The Company covenants that none of the proceeds of the Bonds or the payments to be made under this Agreement, nor any other funds which may be deemed to be proceeds of the Bonds pursuant to Section 148(a) of the Code, will be invested or used in such actiona way, and that no actions will be taken or failure not taken, as to act would cause the Bonds to be treated as “arbitrage bonds” within the meaning of Section 148(a) of the Code. Without limiting the generality of the foregoing, the Company covenants and agrees that the representations of the Company in each Tax Agreement and the Project Certificate are true and correct as of the Issue Date and that it will comply with the provisions therein with respect to certain facts which are within the knowledge of the Company and certain reasonable assumptions of the Company, to enable Xxxxx Xxxx LLP, as Bond Counsel, to determine that interest on the Bonds to be Taxable; provided, however, is excludable from gross income for federal income tax purposes. The Company acknowledges that if, in the event of an examination by the occurrence Internal Revenue Service of a Determination the exemption from federal income taxation of Taxabilityinterest paid on the Bonds, the IssuerIssuer is likely to be treated as the “taxpayer” in such examination and agrees that it will respond, and will request the Issuer to respond, in a commercially reasonable manner to any inquiries from the Internal Revenue Service in connection with such an examination. The Issuer covenants that it will take commercially reasonable action to cooperate with the Company, at the direction of Company’s expense and at its reasonable direction, in connection with any such examination. The Company recognizes the Users, redeems the Bonds Issuer may determine to hire its own counsel and other advisors in compliance connection with the provisions of the Indenture and the Bonds requiring such redemption as a result of the occurrence of such Determination of Taxability, then (any provision of the Indenture or an examination of the Bonds to the contrary notwithstanding) the inaccuracy of any representation or warranty contained in the Indenture, the Loan Agreement or in the Bonds or the failure by the Issuer or the Users to observe or perform any covenant or agreement contained in the Indenture, the Loan Agreement or in the Bonds that resulted in such Determination of Taxability shall not be considered a default or an Event of Default by the Issuer under the Indenture or by the Users under the Loan Agreement and such mandatory redemption by the Issuer shall constitute a full and complete satisfaction to the Holder of each Bond of all claims, and for all damages, costs and expenses, arising out of or based on any such inaccuracy or failure. (b) Any provision of this Indenture to the contrary notwithstanding, if a trust is established for the payment or redemption of Bonds pursuant to Section 16.02 prior to a Determination of Taxability, the Holders of Bonds to be paid or redeemed from such trust shall not be entitled to early redemption as a result of any such Determination of Taxability. (c) The Issuer hereby elects to have the $10,000,000 limitation set forth in Section 144(a)(4) of the Internal Revenue Code apply to Service, the Bonds and agrees to take all actions necessary to assure compliance with cost of which shall be paid by the provisions of said section.Company as an Administrative Expense under Section 4.2(e) hereof. 4847-5363-8470.4

Tax-Exempt Status of Bonds. (a) It is the intention of the Company that interest on the Bonds shall be and remain Tax‑Exempt and to that end the covenants and agreements of the Company in this Section are for the benefit of the Trustee and each and every holder of the Bonds. The Issuer Company covenants and agrees that it has not taken or permitted to be taken and will not take or permit to be taken any actionaction which results in interest paid on the Bonds being included in gross income of the holders or beneficial owners of the Bonds for purposes of federal income taxation (other than a holder or beneficial owner who is a "substantial user" of the Project or a "related person" within the meaning of Section 103(b)(13) of the 1954 Code). The Company covenants that none of the proceeds of the Bonds or the payments to be made under this Agreement, nor any other funds which may be deemed to be proceeds of the Bonds pursuant to Section 148(a) of the Code, will be invested or fail used in such a way, and that no actions will be taken or not taken, as to take any action, if such action, or failure to act would cause the Bonds to be treated as "arbitrage bonds" within the meaning of Section 148(a) of the Code. Without limiting the generality of the foregoing, the Company covenants and agrees that the representations of the Company in the Tax Agreement and in the Company's Project Certificate are true and correct as of the Issue Date and that it will comply with the provisions therein with respect to certain facts which are within the knowledge of the Company and certain reasonable assumptions of the Company, to enable Xxxxx Xxxx LLP, as Bond Counsel, to determine that interest on the Bonds to be Taxable; provided, however, is not includable in the gross income of the holders of the Bonds for federal income tax purposes. The Company acknowledges that if, in the event of an examination by the occurrence Internal Revenue Service of a Determination the exemption from federal income taxation of Taxabilityinterest paid on the Bonds, the IssuerIssuer is likely to be treated as the "taxpayer" in such examination and agrees that it will respond, and will request the Issuer to respond, in a commercially reasonable manner to any inquiries from the Internal Revenue Service in connection with such an examination. The Issuer covenants that it will take commercially reasonable action to cooperate with the Company, at the direction of Company's expense and at its reasonable direction, in connection with any such examination. The Company recognizes the Users, redeems the Bonds Issuer may determine to hire its own counsel and other advisors in compliance connection with the provisions of the Indenture and the Bonds requiring such redemption as a result of the occurrence of such Determination of Taxability, then (any provision of the Indenture or an examination of the Bonds to the contrary notwithstanding) the inaccuracy of any representation or warranty contained in the Indenture, the Loan Agreement or in the Bonds or the failure by the Issuer or the Users to observe or perform any covenant or agreement contained in the Indenture, the Loan Agreement or in the Bonds that resulted in such Determination of Taxability shall not be considered a default or an Event of Default by the Issuer under the Indenture or by the Users under the Loan Agreement and such mandatory redemption by the Issuer shall constitute a full and complete satisfaction to the Holder of each Bond of all claims, and for all damages, costs and expenses, arising out of or based on any such inaccuracy or failure. (b) Any provision of this Indenture to the contrary notwithstanding, if a trust is established for the payment or redemption of Bonds pursuant to Section 16.02 prior to a Determination of Taxability, the Holders of Bonds to be paid or redeemed from such trust shall not be entitled to early redemption as a result of any such Determination of Taxability. (c) The Issuer hereby elects to have the $10,000,000 limitation set forth in Section 144(a)(4) of the Internal Revenue Code apply to Service, the Bonds and agrees to take all actions necessary to assure compliance with cost of which shall be paid by the provisions of said section.Company as an Administrative Expense under Section 4.2(e) hereof. 4840-3734-7631.3

Tax-Exempt Status of Bonds. (aA) The Issuer It is the parties’ intention and agreement that the interest paid on the Bonds not be included in gross income for federal income tax purposes by reason of Section 103(a) of the Code. In order to confirm and carry out such intention, the Borrower covenants and agrees that it will not take to pay any actionrebate required pursuant to Section 148 of the Code. The Borrower further covenants and agrees: (1) To provide such certificates, favorable opinions of Bond Counsel, and other evidence as may be necessary or requested by the Authority to establish the exclusion of interest on the Bonds from gross income for purposes of federal income taxation and the absence of arbitrage expectation under Section 148 of the Code; (2) To file such information and statements, acting alone or with the Authority, with the Internal Revenue Service as may be required to establish or preserve such exemption or as may be required by Section 103 and related sections of the Code; (3) Not to invest, cause the Trustee to invest, or fail make other use of the proceeds of the Bonds or of its other money at any time during the term of the Bonds that will cause the Bonds to be “arbitrage bonds,” within the meaning of Section 148 of the Code; (4) To make or cause the Trustee to make, in the manner and at the times required by Section 148 of the Code, such arbitrage rebate payments to the United States Treasury as are required to be made pursuant to Section 148 of the Code; provided, that for purposes of this covenant, the Borrower, the Trustee, and the Authority may rely with full acquittance upon the reports of the Rebate Agent; and (5) If required to prevent a loss of the exclusion from gross income for federal income tax purposes of interest on the Bonds because of any failure to meet arbitrage rebate requirements applicable to the Bonds under Section 148 of the Code, to pay on behalf of the Authority the penalty and interest thereon as provided in Section 148(f)(7)(C) of the Code. (B) The Borrower covenants and agrees not to use or permit to be used any of the proceeds of the Bonds in such manner, and not to take or omit to take any actionother action in such a manner, if such action, or failure as to act would cause the interest on the Bonds to be Taxable; provided, however, that if, included in gross income for purposes of federal income taxation. In the event of the occurrence of a Determination of Taxabilitysuch action or omission, the IssuerBorrower will, promptly upon having such brought to its attention, take such reasonable actions based upon advice of counsel and, in all cases, at the direction sole expense of the Users, redeems Borrower as may rescind or otherwise negate such action or omission. The Borrower specifically covenants and agrees not to take any action or permit any action to be taken if the result of such action would be to cause the Bonds in compliance with to be “federally guaranteed” within the provisions meaning of Section 149(b) of the Indenture and the Bonds requiring such redemption as a result Code. (C) The Borrower will comply with all requirements of Section 148 of the occurrence Code to the extent applicable to the Bonds. In the event that at any time the Authority or the Borrower is of such Determination the opinion that it is necessary to restrict or limit the yield on the investment of Taxability, then (any provision of moneys held by the Trustee under the Indenture or otherwise, the Authority or the Borrower shall so instruct the Trustee in writing, and shall cause the Trustee to take such action as may be necessary in accordance with such instructions. The Trustee shall be entitled to rely upon such instructions. (D) The Borrower agrees not to use or permit the use of more than 2% of the proceeds of the Bonds to pay or provide for the contrary notwithstandingpayment of the Costs of Issuance, including any discount (other than original issue discount) the inaccuracy of any representation or warranty contained in the Indenture, the Loan Agreement or in the Bonds or the failure retained by the Issuer or original purchasers of the Users to observe or perform any covenant or agreement contained in the Indenture, the Loan Agreement or in the Bonds that resulted in such Determination of Taxability shall not be considered a default or an Event of Default by the Issuer under the Indenture or by the Users under the Loan Agreement and such mandatory redemption by the Issuer shall constitute a full and complete satisfaction to the Holder of each Bond of all claims, and for all damages, costs and expenses, arising out of or based on any such inaccuracy or failureBonds. (bE) Any provision The Borrower further covenants and agrees not to use proceeds of this Indenture to the contrary notwithstandingBonds for any “private business use” as defined by the Code, if a trust such use would result in the inclusion in gross income of interest on the Bonds, or if such use is established for prohibited, directly or indirectly, by the payment or redemption of Bonds pursuant to Section 16.02 prior to a Determination of Taxability, the Holders of Bonds to be paid or redeemed from such trust shall not be entitled to early redemption as a result of any such Determination of TaxabilityAct. (cF) The Issuer hereby elects Borrower covenants that it shall not enter into, any arrangement, formal or informal, pursuant to have which the $10,000,000 limitation set forth Borrower (or any related person as defined in Section 144(a)(4144(a)(3) of said Code) shall purchase any Bonds. (G) The Borrower also covenants and agrees that no portion of the Internal Revenue Code apply proceeds of the Bonds shall be used to provide any airplane; skybox or other private luxury box; any facility primarily used for gambling; any store, the principal business of which is the sale of alcoholic beverages for consumption off premises; or any health club facilities used in an unrelated trade or business of the Borrower. (H) The Borrower covenants and agrees that the Project Facility will be owned (as such ownership is determined for purposes of federal income taxation) by the Sole Member, and further covenants and agrees not to sell, lease, assign, or otherwise transfer any of the Project Facility in a manner which would dispossess the Borrower of any interest therein (each, a “Transfer”), to any entity which is not a “501(c)(3) organization” or “governmental unit”, each as defined by the Code, unless, prior to or immediately upon such Transfer, there shall have been delivered to the Trustee a Favorable Opinion of Bond Counsel. [Also need covenant of Sole Member, in document signed by Sole Member, not to transfer membership interest in Borrower or permit any other membership interest in Borrower, and to maintain 501c3 status of Member and disregarded entity status of Borrower.] (I) Except to the extent permitted by the constitutions of the State and the United States, the Borrower further agrees that no part of the proceeds of the Bonds shall be used or applied to the purchase or acquisition of any religious symbol, book, object of art, or similar item or any instrument, object, or apparatus, the primary use of which is religious in nature or function; and further agrees to take all actions it will not use or permit the use of any portion of its health care facilities or equipment which is constructed, acquired, financed, or refinanced with the proceeds of the Bonds primarily as a place of religious worship or sectarian instruction, or as a facility used primarily in connection with any part of the program of a school or department of divinity for any religious denomination, or for the primary purpose of training priests, ministers, rabbis, or other similar persons in the field of religion. (J) To the extent necessary to assure compliance with retain the exclusion of the interest on the Bonds from gross income for purposes of federal income taxation or to the extent otherwise required by applicable law, the provisions of said sectionthis Section 7.07 of this Loan Agreement shall survive termination of this Loan Agreement.

Tax-Exempt Status of Bonds. (a) It is the intention of the Company that interest on the Bonds shall be and remain Tax‑Exempt and to that end the covenants and agreements of the Company in this Section are for the benefit of the Trustee and each and every holder of the Bonds. The Issuer Company covenants and agrees that it will has not taken or omitted to take any action, or fail permitted the taking or omission of any action within its control, and will not take or omit to take any action, if or permit the taking or omission of any action within its control, the taking or omission of which, in any case, resulted or would result in interest paid on the Bonds being included in gross income of the holders or beneficial owners of the Bonds for purposes of federal income taxation (other than a holder or beneficial owner who is a “substantial user” of the Project or a “related person” within the meaning of Section 103(b)(13) of the 1954 Code). The Company covenants that none of the proceeds of the Bonds or the payments to be made under this Agreement, nor any other funds which may be deemed to be proceeds of the Bonds pursuant to Section 148(a) of the Code, will be invested or used in such actiona way, and that no actions will be taken or failure not taken, as to act would cause the Bonds to be treated as “arbitrage bonds” within the meaning of Section 148(a) of the Code. Without limiting the generality of the foregoing, the Company covenants and agrees that the representations of the Company in the Tax Agreement and the Project Certificate are true and correct as of the Issue Date and that it will comply with the provisions therein with respect to certain facts which are within the knowledge of the Company and certain reasonable assumptions of the Company, to enable Xxxxx Xxxx LLP, as Bond Counsel, to determine that interest on the Bonds to be Taxable; provided, however, is excludable from gross income for federal income tax purposes. The Company acknowledges that if, in the event of an examination by the occurrence Internal Revenue Service of a Determination the exemption from federal income taxation of Taxabilityinterest paid on the Bonds, the IssuerIssuer is likely to be treated as the “taxpayer” in such examination and agrees that it will respond, and will request the Issuer to respond, in a commercially reasonable manner to any inquiries from the Internal Revenue Service in connection with such an examination. The Issuer covenants that it will take commercially reasonable action 4819-0944-7237.6 to cooperate with the Company, at the direction of Company’s expense and at its reasonable direction, in connection with any such examination. The Company recognizes the Users, redeems the Bonds Issuer may determine to hire its own counsel and other advisors in compliance connection with the provisions of the Indenture and the Bonds requiring such redemption as a result of the occurrence of such Determination of Taxability, then (any provision of the Indenture or an examination of the Bonds to the contrary notwithstanding) the inaccuracy of any representation or warranty contained in the Indenture, the Loan Agreement or in the Bonds or the failure by the Issuer or the Users to observe or perform any covenant or agreement contained in the Indenture, the Loan Agreement or in the Bonds that resulted in such Determination of Taxability shall not be considered a default or an Event of Default by the Issuer under the Indenture or by the Users under the Loan Agreement and such mandatory redemption by the Issuer shall constitute a full and complete satisfaction to the Holder of each Bond of all claims, and for all damages, costs and expenses, arising out of or based on any such inaccuracy or failure. (b) Any provision of this Indenture to the contrary notwithstanding, if a trust is established for the payment or redemption of Bonds pursuant to Section 16.02 prior to a Determination of Taxability, the Holders of Bonds to be paid or redeemed from such trust shall not be entitled to early redemption as a result of any such Determination of Taxability. (c) The Issuer hereby elects to have the $10,000,000 limitation set forth in Section 144(a)(4) of the Internal Revenue Code apply to Service, the Bonds and agrees to take all actions necessary to assure compliance with cost of which shall be paid by the provisions of said sectionCompany as an Administrative Expense under Section 4.2(e) hereof.

Tax-Exempt Status of Bonds. (a) It is the intention of the parties hereto that interest on the Bonds shall be and remain Tax-Exempt and to that end, the covenants and agreements of the Authority and the Borrower in this Section and in the Tax Certificate are for the benefit of the Trustee and each and every person who at any time will be a holder of the Bonds. Without limiting the generality of the foregoing, the Borrower and the Authority agree that there shall be paid from time to time all amounts required to be rebated to the United States pursuant to Section 148(f) of the Code and any temporary, proposed or final Treasury Regulations as may be applicable to the Bonds from time to time. This covenant shall survive payment in full or defeasance of the Bonds. The Issuer Borrower specifically covenants to pay or cause to be paid for and on behalf of the Authority to the United States at the times and in the amounts determined under Section 6.06 of the Indenture the Rebate Requirement as described in the Tax Certificate. (b) The Authority covenants and agrees that it has not taken and will not take any actionaction which results in interest to be paid on the Bonds being Tax-Exempt to the holders of the Bonds, and the Borrower covenants and agrees that it has not taken or fail permitted to be taken and will not take or permit to be taken any action, if such action, or failure to act would action which will cause the interest on the Bonds not to be TaxableTax-Exempt to the holders thereof; provided, however, provided that if, in neither the event Borrower nor the Authority shall have violated these covenants if interest on any of the occurrence of Bonds becomes taxable to a Determination of Taxability, the Issuer, at the direction person solely because such person is a "substantial user" of the UsersProject or a "related person" within the meaning of Section 103(b)(13) of the 1954 Code; and provided further that none of the covenants and agreements herein contained shall require either the Borrower or the Authority to enter an appearance or intervene in any administrative, redeems legislative or judicial proceeding in connection with any changes in applicable laws, rules or regulations or in connection with any decisions of any court or administrative agency or other governmental body affecting the Bonds in compliance with taxation of interest on the provisions Bonds. The Borrower acknowledges having read Section 6.06 of the Indenture and agrees to perform all duties imposed on it by such Section, by this Section and by the Tax Certificate. Insofar as Section 6.06 of the Indenture and the Bonds requiring such redemption as a result of Tax Certificate impose duties and responsibilities on the occurrence of such Determination of Taxability, then (any provision of the Indenture or of the Bonds to the contrary notwithstanding) the inaccuracy of any representation or warranty contained in the Indenture, the Loan Agreement or in the Bonds Authority or the failure Borrower, they are specifically incorporated herein by the Issuer or the Users to observe or perform any covenant or agreement contained in the Indenture, the Loan Agreement or in the Bonds that resulted in such Determination of Taxability shall not be considered a default or an Event of Default by the Issuer under the Indenture or by the Users under the Loan Agreement and such mandatory redemption by the Issuer shall constitute a full and complete satisfaction to the Holder of each Bond of all claims, and for all damages, costs and expenses, arising out of or based on any such inaccuracy or failure. (b) Any provision of this Indenture to the contrary notwithstanding, if a trust is established for the payment or redemption of Bonds pursuant to Section 16.02 prior to a Determination of Taxability, the Holders of Bonds to be paid or redeemed from such trust shall not be entitled to early redemption as a result of any such Determination of Taxabilityreference. (c) The Issuer hereby elects to have the $10,000,000 limitation set forth in Notwithstanding any provision of this Section 144(a)(4) 5.6 or Section 6.06 of the Internal Revenue Code apply Indenture, if the Borrower shall provide to the Bonds Authority and agrees the Trustee an Opinion of Bond Counsel to take all actions necessary the effect that any specified action required under this Section 5.6 and Section 6.06 of the Indenture is no longer required or that some further or different action is required to assure compliance maintain the Tax-Exempt status of interest on the Bonds, the Borrower, the Trustee and the Authority may conclusively rely on such opinion in complying with the provisions requirements of said sectionthis Section, and the covenants hereunder shall be deemed to be modified to that extent.