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

Tax-Exempt Status of the Bonds. The Company acknowledges that it has executed, in connection with the issuance of the Bonds, the Project Certificate. The Company understands that the purpose of the Project Certificate is to set forth (i) representations of certain facts regarding the Project and the Company and (ii) covenants regarding the future conduct and activities of the Company, and that the information, representations and covenants set forth in the Project Certificate have been relied upon by Xxxxxxx and Xxxxxx LLP, Bond Counsel for the Bonds, in determining that interest on the Bonds is excludable from gross income for federal income tax purposes. Accordingly, the Company covenants that all information and representations in the Project Certificate are accurate and reasonable to the best of the Company's knowledge and belief and that the Company will comply with all covenants in the Project Certificate as if such covenants were fully set forth herein. Notwithstanding any other provision hereof, the Company covenants and agrees that it will not knowingly take or authorize or permit, to the extent such action is solely within the control of the Company, any action to be taken with respect to the Project, the proceeds of the Bonds (including investment earnings thereon) or any insurance, condemnation or other proceeds derived directly or indirectly in connection with the Project which will result in the loss of the exclusion of interest on the Bonds from federal gross income under Section 103 of the Code (except for any Bond during any period while such Bond is held by a person referred to in Section 147(a) of the Code); and the Company also will not knowingly omit to take any action in its power which, if omitted, would cause such result. The Company covenants for the benefit of the Bondholders to comply with all of the requirements of Section 507 of the Indenture. The preceding sentence shall control in case of conflict or ambiguity with any other provision of this Agreement. The Company covenants and agrees to notify the Trustee, the Insurer and the Issuer of the occurrence of any event of which the Company has notice and which event would require the Company to prepay the amounts due hereunder because of a redemption of the Bonds upon a determination of taxability. The Company acknowledges that in the event of an examination by the Internal Revenue Service of the exclusion of interest on the Bonds from the gross income of the owners thereof for federal income tax purposes, the Issuer is likely to be treated as the "taxpayer" in such examination, and agrees that it will respond, and will direct 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 cooperate with the Company, at the Company's expense and at its direction, in connection with any such examination.

Tax-Exempt Status of the Bonds. The Company acknowledges that it has executedBorrower makes the following representations, in connection with warranties and agreements for the issuance benefit of the Bonds, the Project Certificate. The Company understands that the purpose holders of the Project Certificate is Bonds from time to set forth time. (ia) representations of certain facts regarding the Project and the Company and (ii) covenants regarding the future conduct and activities of the Company, and that the information, representations and covenants set forth in the Project Certificate have been relied upon by Xxxxxxx and Xxxxxx LLP, Bond Counsel for the Bonds, in determining that interest on the Bonds is excludable from gross income for federal income tax purposes. Accordingly, the Company covenants that all information and representations in the Project Certificate are accurate and reasonable to the best of the Company's knowledge and belief and that the Company will comply with all covenants in the Project Certificate as if such covenants were fully set forth herein. Notwithstanding any other provision hereof, the Company covenants and agrees that it The Borrower will not knowingly take or authorize permit actions within its control, or permitomit to take or cause to be taken, to the extent such action as is solely within the control of the Companyappropriate, any action to be taken with respect to that would adversely affect the Project, the proceeds Tax-exempt nature of the Bonds (including investment earnings thereon) or any insurance, condemnation or other proceeds derived directly or indirectly in connection with the Project which will result in the loss of the exclusion of interest on the Bonds from federal gross income and, if it should take or permit, or omit to take or cause to be taken, any such action, it will take all lawful actions necessary to rescind or correct such actions or omissions promptly upon obtaining knowledge thereof. (b) The Borrower will take such action or actions as may be necessary, in the written opinion of Bond Counsel filed with the Issuer and the Trustee, with a copy to the Borrower, to comply fully with all applicable rules, ruling, policies, procedures, Regulations or other official statements promulgated, proposed or made by the Department of the Treasury or the Internal Revenue Service pertaining to obligations the interest on which is Tax-exempt under Section 103 of the Code (except for any Bond during any period while such Bond is held by a person referred to in Section 147(a142(d) of the Code); . (c) The Borrower will file or record such documents and take such other steps as are necessary, in the Company also will not knowingly omit to take any action in its power which, if omitted, would cause such result. The Company covenants for written opinion of Bond Counsel filed with the benefit of the Bondholders to comply with all of the requirements of Section 507 of the Indenture. The preceding sentence shall control in case of conflict or ambiguity with any other provision of this Agreement. The Company covenants Issuer and agrees to notify the Trustee, with a copy to the Insurer Borrower, in order to insure that the requirements and the Issuer restrictions of this Regulatory Agreement will be binding upon all owners of the occurrence Project, including, but not limited to, the execution and recordation of any event of which this Regulatory Agreement in the Company has notice and which event would require the Company to prepay the amounts due hereunder because of a redemption records of the Bonds upon a determination of taxability. Circuit and County Clerk for Pulaski County, Arkansas. (d) The Company acknowledges that Borrower will not enter into any agreements which would result in the event payment of an examination by the Internal Revenue Service of the exclusion of principal or interest on the Bonds from being "federally guaranteed" within the gross income meaning of Section 149(b) of the owners thereof for federal income tax purposescode. (e) Subject to Section 11 hereof, the Issuer is likely Borrower hereby covenants to be treated as include the "taxpayer" requirements and restrictions contained in this Regulatory Agreement in any documents transferring any interest in the Project prior to the expiration of the Qualified Project Period to another person to the end that such examinationtransferee has notice of, and is bound by, such restrictions, and to obtain the agreement from any transferee to abide by all requirements and restrictions of this Regulatory Agreement. The Borrower agrees and acknowledges that it will respond, and will direct not purchase Bonds in amounts related to the Issuer to respond, in a commercially reasonable manner to any inquiries from principal amount of the Internal Revenue Service in connection with such an examination. The Issuer covenants that it will cooperate with the Company, at the Company's expense and at its direction, in connection with any such examinationNote.

Tax-Exempt Status of the Bonds. The Company acknowledges that it has executed, in connection with (a) It is the issuance intention of the Bonds, the Project Certificate. The Company understands that the purpose of the Project Certificate is to set forth (i) representations of certain facts regarding the Project Issuer and the Company and (ii) covenants regarding the future conduct and activities of the Company, and that the information, representations and covenants set forth in the Project Certificate have been relied upon by Xxxxxxx and Xxxxxx LLP, Bond Counsel for the Bonds, in determining Borrower that interest on the Bonds is and on the Senior Bonds shall be and remain excludable from gross income for federal income tax taxation purposes. Accordingly, and to that end the Company covenants that all information and representations in the Project Certificate are accurate and reasonable to the best agreements of the Company's knowledge Borrower in this Section 6.14 are for the benefit of the owners of the Bonds and belief and that the Company will comply with all covenants in the Project Certificate as if such covenants were fully set forth herein. Notwithstanding any other provision hereof, the Company Issuer. (b) The Borrower covenants and agrees that it will not knowingly take and willingly use or authorize or permit, to permit the extent such action is solely within the control use of any of the Company, any action to be taken with respect to funds provided by the Project, Issuer hereunder from the proceeds of the Bonds (including investment earnings thereon) Bonds, or any insuranceproceeds of the Senior Loan, condemnation or any other proceeds derived funds of the Borrower, directly or indirectly indirectly, in such manner as would, or enter into, or allow any “related person” (as defined in Section 147(a)(2) of the Code) to enter into, any arrangement, formal or informal, for the purchase of the Bonds or the Senior Bonds that would, or take or omit to take any other action that would cause any of the Bonds or any of the Senior Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code or “federally guaranteed” within the meaning of Section 149(b) of the Code and applicable regulations promulgated from time to time thereunder. (c) In the event that at any time the Borrower is of the opinion or becomes otherwise aware that for purposes of this Section 6.14 it is necessary to restrict or to limit the yield on the investment of any moneys held under the Indenture or under the trust indenture for the Senior Bonds, in any account pledged as security for the repayment of the Loan pursuant to the requirements of Exhibit D hereto or the Senior Loan, or otherwise held by the Bondowner Representative, 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 or Exhibit D hereto, as applicable. (d) The Borrower will take such action or actions as may be reasonably necessary in the opinion of counsel to the Issuer, or of which it otherwise becomes aware, to fully comply with Section 148 of the Code as it applies to the Bonds and the Senior Bonds. (e) 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 this 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. (f) The Borrower shall not purchase, and shall use its best efforts to prevent any guarantor of the Borrower from purchasing, pursuant to an arrangement, formal or informal, any Bonds or any interest in any Bonds or any Senior Bonds or any interest in any Senior Bonds. (g) The Borrower will use due diligence to complete the construction of the Development and reasonably expects to fully expend the entire $6,120,000 principal of the Loan and the entire principal amount of the Senior Loan for Development Costs by 1, . (h) The Borrower will take such action or actions as necessary to ensure compliance with Sections 2.2(j), (n), (p), (r) and (s) hereof. (i) The Borrower will make timely payment of any rebate amount due to the federal government in connection with the Project which will result Bonds and the Senior Bonds, in order to maintain the loss tax-exempt status of the exclusion of interest on the Bonds from federal gross income under Section 103 of the Code (except for any Bond during any period while such Bond is held by a person referred to in Section 147(a) of the Code); and the Company also will not knowingly omit to take any action in its power which, if omitted, would cause such result. The Company covenants for the benefit of the Bondholders to comply with all of the requirements of Section 507 of the Indenture. The preceding sentence shall control in case of conflict or ambiguity with any other provision of this Agreement. The Company covenants and agrees to notify the Trustee, the Insurer and the Issuer of the occurrence of any event of which the Company has notice and which event would require the Company to prepay the amounts due hereunder because of a redemption of the Bonds upon a determination of taxability. The Company acknowledges that in the event of an examination by the Internal Revenue Service of the exclusion of interest on the Bonds from the gross income of the owners thereof for federal income tax purposes, the Issuer is likely to be treated as the "taxpayer" in such examination, and agrees that it will respond, and will direct 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 cooperate with the Company, at the Company's expense and at its direction, in connection with any such examinationSenior Bonds.

Tax-Exempt Status of the Bonds. The Company acknowledges that it has executed(a) It is the parties' intention and agreement that, in connection pursuant to Section 103 of the Code, the interest paid on the Bonds shall be excluded from gross income of the recipients of such interest for federal income tax purposes. In order to confirm and carry out such intention, the Corporation covenants and agrees (1) to provide such certificates, opinions of Bond Counsel and other evidence as may be necessary or requested by the Issuer to establish the exemption of the Bonds under Section 103 of the Code and the absence of arbitrage expectation under Section 148 and related sections of the Code; (2) acting alone or with the issuance Trustee or the Issuer, to file such information and statements with the Internal Revenue Service as may be required to establish or preserve such exemption or as may be required by Section 103 or related sections of the Code; (3) to comply on behalf of the Issuer with the arbitrage rebate requirement to the extent applicable to the Bonds, including the Project Certificate. The Company understands that requirement to calculate and pay to the purpose United States, at the sole expense of the Project Certificate is to set forth (i) representations Corporation, all arbitrage rebate amounts in the manner and at the times required by Section 148 of certain facts regarding the Project and the Company Code; and (ii4) covenants regarding the future conduct and activities if required to prevent a loss of the Company, and that the information, representations and covenants set forth in the Project Certificate have been relied upon by Xxxxxxx and Xxxxxx LLP, Bond Counsel for the Bonds, in determining that interest on the Bonds is excludable exclusion from gross income for federal income tax purposes. Accordingly, purposes of interest on the Company covenants that all information and representations in the Project Certificate are accurate and reasonable Bonds because of any failure to the best meet arbitrage rebate requirements applicable to those Bonds under Section 148 of the Company's knowledge Code, to pay on behalf of the Issuer the penalty and belief and that interest thereon as provided in Subsection 148(f)(7)(C) of the Company will comply with all covenants in the Project Certificate as if such covenants were fully set forth hereinCode. Notwithstanding any other provision hereof, the Company The Corporation further covenants and agrees that it will not knowingly (a) take any action, (b) fail to take any action or authorize (c) make any use of the Property or permitthe proceeds of the Bonds, which would cause the interest on the Bonds to be or become includable in the gross income of the Owners thereof (other than substantial users of the Property) for federal income tax purposes. Without limiting the generality of the foregoing, the Corporation further covenants and agrees that it will take such action or actions, including, without limitation, consenting and agreeing to amendments to this Agreement or any of the other documents as may be necessary, in the opinion of Bond Counsel, so that the Corporation and all subsequent owners of the Property comply fully and continuously with the Code, as applicable to the extent such Bonds from time to time, and all applicable rules, rulings, policies, procedures, regulations or other official statements promulgated or proposed by the Department of the Treasury or the Internal Revenue Service pertaining to exempt facility bonds issued to finance "solid waste disposal facilities" (as defined in the Code), including, without limitation, the Treasury Regulations. (b) The Corporation reasonably expects that the Project will be used as a solid waste disposal facility for the entire term of the Bonds, and will take (or cause to be taken) all action necessary to ensure that the Project is solely used exclusively as a "solid waste disposal facility" within the control meaning of Section 142(a)(6) of the CompanyCode so long as any Bonds are Outstanding. (c) The Project shall be located wholly within the boundaries of the Port of Xxxxxx, any action Xxxxxx County, Washington. (d) The Corporation shall not permit the Project to be taken with respect to the Project, used or the proceeds of the Bonds to be invested in such a manner as to cause the Bonds to be considered guaranteed (including investment earnings thereonin whole or in part) by the United States (or any insuranceby an agency or instrumentality) within the meaning of Section 149(b) of the Code. (e) The Corporation shall be the only principal user of the Project within the meaning of Section 144(a)(4) of the Code, condemnation unless the Corporation provides the Owners with an opinion of Bond Counsel satisfactory to the Owners to the effect that the addition of one or other proceeds derived directly or indirectly in connection more principal users (such users, together with the Corporation, shall be referred to herein as "Users") shall not (i) cause the Project which will result in to lose its status as an "industrial development facility" under the loss Act or a "solid waste disposal facility" under Section 142(a)(6) of the exclusion of Code, or (ii) cause the interest on the Bonds from federal to be included in gross income under Section 103 of the Code (except for any Bond during any period while such Bond is held by a person referred to in Section 147(a) of the Code); and the Company also will not knowingly omit to take any action in its power which, if omitted, would cause such result. The Company covenants for the benefit of the Bondholders to comply with all of the requirements of Section 507 of the Indenture. The preceding sentence shall control in case of conflict or ambiguity with any other provision of this Agreement. The Company covenants and agrees to notify the Trustee, the Insurer and the Issuer of the occurrence of any event of which the Company has notice and which event would require the Company to prepay the amounts due hereunder because of a redemption of the Bonds upon a determination of taxability. The Company acknowledges that in the event of an examination by the Internal Revenue Service of the exclusion of interest on the Bonds from the gross income of the owners thereof for federal income tax purposes, the Issuer is likely to be treated as the "taxpayer" in such examination, and agrees that it will respond, and will direct 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 cooperate with the Company, at the Company's expense and at its direction, in connection with any such examination.

Tax-Exempt Status of the Bonds. The Company acknowledges that Borrower covenants that: (a) it has executed, in connection will at all times comply with the issuance terms of the Regulatory Agreement and the Tax Certificate; (b) it will not take, or permit to be taken on its behalf, any action which would cause the interest payable on the Bonds to be included in gross income, for federal income tax purposes (other than Bonds held by a “substantial user” of the Project, as such term is defined in the Code), and will take such action as may be necessary in the opinion of Bond Counsel to continue such exclusion from gross income, including, without limitation the following: (i) the preparation and filing of all statements required to be filed by it in order to maintain the exclusion (including, but not limited to, the filing of all reports and certifications required by the Regulatory Agreement); (ii) the timely payment to the United States of America of any rebate amount required to be paid by the Issuer or the Borrower pursuant to Section 148(f) of the Code and the U.S. Treasury regulations under Section 148; and (iii) the use of not less than 95% of the net proceeds of the Bonds (within the meaning of Section 142(a) of the Code) for Qualified Project Costs (as defined in the Regulatory Agreement); (c) in order to satisfy the requirements set forth in subpart (4) of the definition of “program investment” that appears in Section 1.148-1(b) of the Treasury Regulations neither the Borrower nor any related person (within the meaning of “program investment”) will purchase Bonds in an amount related to the amount of the Bond Mortgage Loan; (d) no changes will be made to the Project, no actions will be taken by the Borrower and the Borrower will not omit to take any actions, which will in any way adversely affect the tax-exempt status of the Bonds; (e) it will comply with the requirements of Section 148 and the Treasury Regulations issued under Section 148 of the Code throughout the term of the Bonds and will not make any use of the proceeds of the Bonds, the Project Certificate. The Company understands that the purpose or of any other funds which may be deemed to be proceeds of the Project Certificate is Bonds under the Treasury regulations, which would cause the Bonds to set forth (i) representations be “arbitrage bonds” within the meaning of certain facts regarding the Project and the Company and (ii) covenants regarding the future conduct and activities Section 148 of the CompanyCode; (f) if the Borrower becomes aware of any circumstance, and that the information, representations and covenants set forth in the Project Certificate have been relied upon by Xxxxxxx and Xxxxxx LLP, Bond Counsel for the Bonds, in determining that interest on the Bonds is excludable from gross income for federal income tax purposes. Accordingly, the Company covenants that all information and representations in the Project Certificate are accurate and reasonable event or condition which to the best of the Company's Borrower’s knowledge and belief and that the Company will comply with all covenants in the Project Certificate as if such covenants were fully set forth herein. Notwithstanding any other provision hereof, the Company covenants and agrees that it will not knowingly take or authorize or permit, to the extent such action is solely within the control of the Company, any action to be taken with respect to the Project, the proceeds of the Bonds (including investment earnings thereon) or any insurance, condemnation or other proceeds derived directly or indirectly in connection with the Project which will would result in the loss of the exclusion of interest payable on the Bonds from federal becoming includable in gross income under Section 103 of the Code (except for any Bond during any period while such Bond is held by a person referred to in Section 147(a) of the Code); and the Company also will not knowingly omit to take any action in its power whichincome, if omitted, would cause such result. The Company covenants for the benefit of the Bondholders to comply with all of the requirements of Section 507 of the Indenture. The preceding sentence shall control in case of conflict or ambiguity with any other provision of this Agreement. The Company covenants and agrees to notify the Trustee, the Insurer and the Issuer of the occurrence of any event of which the Company has notice and which event would require the Company to prepay the amounts due hereunder because of a redemption of the Bonds upon a determination of taxability. The Company acknowledges that in the event of an examination by the Internal Revenue Service of the exclusion of interest on the Bonds from the gross income of the owners thereof for federal income tax purposes, the Issuer is likely Borrower will promptly give written notice of such circumstance, event or condition to the Issuer, the Trustee, the Servicer and the Credit Facility Provider; (g) the full amount of each disbursement from the Bond Mortgage Loan Fund will be applied to pay or to reimburse the Borrower for the payment of Costs of the Project and, after taking into account any proposed disbursement, (i) at least 95% of the net proceeds of the Bonds (as defined in Section 150 of the Code) will be used to provide a qualified residential rental project (as defined in Section 142(d) of the Code) and (ii) less than 25% of the net proceeds of the Bonds will have been disbursed to pay or to reimburse the Borrower for the cost of acquiring land; none of the proceeds of the Bonds (as defined for purposes of Section 147(g) of the Code) will be disbursed to provide working capital; (h) the Borrower will cause all of the residential units in the Project to be treated as rented or available for rental on a basis which satisfies the "taxpayer" in such examinationrequirements of the Act, the Code and agrees that it the Regulatory Agreement; (i) all leases will respond, comply with all applicable laws and will direct 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 cooperate with the Company, at the Company's expense and at its direction, Regulatory Agreement; (j) in connection with any lease or grant by the Borrower of the use of the Project, the Borrower will require that the lessee or user of any portion of the Project not use that portion of the Project in any manner which would violate the covenants set forth in this Financing Agreement or the Regulatory Agreement; (k) no proceeds of the Bonds shall be used for the acquisition of any tangible property or an interest therein, other than land or an interest in land, unless the first use of such examinationproperty is pursuant to such acquisition; provided, however that this limitation shall not apply with respect to any building (and the equipment therefore) if rehabilitation expenditures (as defined in Section 147(d) of the Code) with respect to such building equal or exceed 15 percent of the portion of the cost of acquiring such building (and equipment) financed with the Proceeds; and provided, further, that this limitation shall not apply with respect to any structure other than a building if rehabilitation expenditures with respect to such structure equal or exceed 100 percent of the portion of the cost of acquiring such structure financed with the proceeds; (l) from the proceeds of the Bonds and investment earnings thereon, an amount not in excess of two percent (2%) of the proceeds of the Bonds, will be used for Costs of Issuance of the Bonds, all within the meaning of Section 147(g)(1) of the Code (for this purpose, if the fees of the original purchaser of the Bonds are retained as a discount on the purchase price of the Bonds, such retention shall be deemed to be an expenditure of proceeds of the Bonds for said fees); and (m) no proceeds of the Bonds shall be used directly or indirectly to provide any airplane, skybox or other private luxury box, health club facility, facility used for gambling or store the principal business of which is the sale of alcoholic beverages for consumption off premises.

Tax-Exempt Status of the Bonds. The Company acknowledges that it has executed, in connection with the issuance of the Bonds, the Project Certificate. The Company understands that the purpose of the Project Certificate is to set forth (i) representations of certain facts regarding the Project and the Company and (ii) covenants regarding the future conduct and activities of the Company, and that the information, representations and covenants set forth in the Project Certificate have been relied upon by Xxxxxxx and Xxxxxx LLP, Bond Counsel for the Bonds, in determining that interest on the Bonds is excludable from gross income for federal income tax purposes. Accordingly, the Company covenants that all information and representations in the Project Certificate are accurate and reasonable to the best of the Company's knowledge and belief and that the Company will comply with all covenants in the Project Certificate as if such covenants were fully set forth herein. Notwithstanding any other provision hereof, the Company covenants and agrees that it will not knowingly take or authorize or permit, to the extent such action is solely within the control of the Company, any action to be taken with respect to the Project, the proceeds of the Bonds (including investment earnings thereon) or any insurance, condemnation or other proceeds derived directly or indirectly in connection with the Project which will result in the loss of the exclusion of interest on the Bonds from federal gross income under Section 103 of the Code (except for any Bond during any period while such Bond is held by a person referred to in Section 147(a) of the Code); and the Company also will not knowingly omit to take any action in its power which, if omitted, would cause such result. The Company covenants for the benefit of the Bondholders to comply with all of the requirements of Section 507 of the Indenture. The preceding sentence shall control in case of conflict or ambiguity with any other provision of this Agreement. The Company covenants and agrees to notify the Trustee, the Insurer Credit Facility Provider and the Issuer of the occurrence of any event of which the Company has notice and which event would require the Company to prepay the amounts due hereunder because of a redemption of the Bonds upon a determination of taxability. The Company acknowledges that in the event of an examination by the Internal Revenue Service of the exclusion of interest on the Bonds from the gross income of the owners thereof for federal income tax purposes, the Issuer is likely to be treated as the "taxpayer" in such examination, and agrees that it will respond, and will direct 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 cooperate with the Company, at the Company's expense (including reasonable attorney's fees) and at its direction, in connection with any such examination.

Tax-Exempt Status of the Bonds. The Company acknowledges hereby covenants for the benefit of the Owners of the Bonds and the Issuer that it (a) has executed, in connection with the issuance of the Bonds, the Project Certificate. The Company understands that the purpose of the Project Certificate is to set forth (i) representations of certain facts regarding the Project and the Company and (ii) covenants regarding the future conduct and activities of the Companynot taken, and that the information, representations and covenants set forth in the Project Certificate have been relied upon by Xxxxxxx and Xxxxxx LLP, Bond Counsel for the Bonds, in determining that interest on the Bonds is excludable from gross income for federal income tax purposes. Accordingly, the Company covenants that all information and representations in the Project Certificate are accurate and reasonable to the best of the Company's knowledge and belief and that the Company will comply with all covenants in the Project Certificate as if such covenants were fully set forth herein. Notwithstanding any other provision hereof, the Company covenants and agrees that it will not knowingly take or authorize or permit, permit to the extent such action is solely within the control of the Companybe taken on its behalf, any action to be taken with respect to the Project, the proceeds of the Bonds (including investment earnings thereon) or any insurance, condemnation or other proceeds derived directly or indirectly in connection with the Project which will result in the loss of would adversely affect the exclusion of interest on the Bonds from federal gross income under Section 103 of the Code recipients thereof for federal income tax purposes and (except for any Bond during any period while b) will take, or require to be taken, such Bond is held by a person referred actions as may, from time to in Section 147(a) of time, be required under applicable law or regulation to continue to cause the Code); and interest on the Company also will not knowingly omit Bonds to take any action in its power which, if omitted, would cause such resultbe so excluded. The Company covenants for the benefit of the Bondholders to comply with all of the requirements of Section 507 of the Indenture. The preceding sentence shall control in case of conflict or ambiguity with any other provision of this Agreement. The Company covenants and agrees to notify the Trustee, the Insurer and the Issuer of the occurrence of any event of which the Company has notice and which event would require the Company to prepay the amounts due hereunder because of a redemption of the Bonds upon a determination of taxability. The Company hereby acknowledges that in the event of an examination by the Internal Revenue Service of the exclusion of interest on the Bonds from the gross income of the owners Owners thereof for federal income tax purposespurposes under current regulations, the Internal Revenue Service will treat the Issuer is likely to be treated as the "taxpayer" in such examination, . The Company and agrees the Issuer each agree that it will respond, and will direct the Issuer to respond, respond in a commercially reasonable manner to any inquiries from the Internal Revenue Service in connection with such an examination. The Issuer hereby covenants that it will cooperate with the Company, at the Company's expense and at its direction, in connection with any such examination. All expectations and representations made herein by the Issuer are made solely on the basis of the representations and expectations of the Company stated herein. The Issuer knows of no reason to question these representations or expectations. The Company covenants and agrees to comply with the Tax Agreement and to notify the Trustee and the Issuer of the occurrence of any event of which the Company has notice and which event would require the Company to prepay any series of Bonds in accordance with Section 7.2 hereof." Section 2.05. Amendment to Sections 6.1(c), 6.5, 7.3(a), 8.2, 8.5 and 8.6 of the Original Agreement. All references to the "Bank" shall be deemed to refer, mutatis mutandis, to the "Insurer" in the following Sections of the Original Agreement: Sections 6.1(c), 6.5, 7.3(a), 8.2, 8.5 and 8.6. Section 2.06. Addition of Section 8.12

Tax-Exempt Status of the Bonds. The Company acknowledges that it has executed, in connection with (a) It is the issuance intention of the Bonds, the Project Certificate. The Company understands that the purpose of the Project Certificate is to set forth (i) representations of certain facts regarding the Project Issuer and the Company and (ii) covenants regarding the future conduct and activities of the Company, and that the information, representations and covenants set forth in the Project Certificate have been relied upon by Xxxxxxx and Xxxxxx LLP, Bond Counsel for the Bonds, in determining Borrower that interest on the Bonds is shall be and remain excludable from gross income for federal income tax taxation purposes. Accordingly, and to that end the Company covenants that all information and representations in the Project Certificate are accurate and reasonable to the best agreements of the Company's knowledge Borrower in this Section 6.14 are for the benefit of the owners of the Bonds and belief and that the Company will comply with all covenants in the Project Certificate as if such covenants were fully set forth herein. Notwithstanding any other provision hereof, the Company Issuer. (b) The Borrower covenants and agrees that it will not knowingly (i) use or permit the use of any of the funds provided by the Issuer hereunder or any other funds of the Borrower, directly or indirectly, in such manner as would, or (ii) enter into, or allow any “related person” (as defined in Section 147(a)(2) of the Code) to enter into, any arrangement, formal or informal, for the purchase of the Bonds that would, or (iii) take or authorize omit to take any other action that would, in each case cause the Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code. (c) In the event that at any time the Borrower is of the opinion or permitbecomes otherwise aware that for purposes of this Section 6.14 it is necessary to restrict or to limit the yield on the investment of any moneys held under the Indenture or the Disbursement Agreement, or otherwise by the Bondowner Representative, 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 counsel to the Issuer, or of which it otherwise becomes aware, to fully comply with Section 148 of the Code as applicable to the Bonds. (e) The Borrower further agrees 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 operation and 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 this 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 rehabilitation of the Project and reasonably expects to fully expend the entire $ principal amount of the Loan by September 1, 2013. (h) The Borrower will take such action is solely within or actions as necessary to ensure compliance with Sections 2.2(j), (o), (q) and (r) hereof. (i) The Borrower will calculate or cause to be calculated, and make timely payment of, any rebate amount due to the control federal government by reason of Section 148(f) of the CompanyCode, any action to be taken with respect as applicable to the ProjectBonds. (j) The Borrower agrees to expend towards the rehabilitation of the Project (such expenditures to constitute “rehabilitation expenditures” as defined in Section 147(d) of the Code), within two (2) years of the Closing Date, an amount at least equal to fifteen percent (15%) of the proceeds of the Bonds used to acquire the buildings (including investment earnings thereonand equipment) or any insurance, condemnation or other proceeds derived directly or indirectly in connection with comprising the Project which will result in the loss of the exclusion of interest on the Bonds from federal gross income under Section 103 of the Code (except for any Bond during any period while such Bond is held by a person referred to in Section 147(a) of the Code); and the Company also will not knowingly omit to take any action in its power which, if omitted, would cause such result. The Company covenants for the benefit of the Bondholders to comply with all of the requirements of Section 507 of the Indenture. The preceding sentence shall control in case of conflict or ambiguity with any other provision of this Agreement. The Company covenants and agrees to notify the Trustee, the Insurer and the Issuer of the occurrence of any event of which the Company has notice and which event would require the Company to prepay the amounts due hereunder because of a redemption of the Bonds upon a determination of taxability. The Company acknowledges that in the event of an examination by the Internal Revenue Service of the exclusion of interest on the Bonds from the gross income of the owners thereof for federal income tax purposes, the Issuer is likely to be treated as the "taxpayer" in such examination, and agrees that it will respond, and will direct 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 cooperate with the Company, at the Company's expense and at its direction, in connection with any such examinationProject.

Tax-Exempt Status of the Bonds. The Company acknowledges that it has executed, in connection with (a) It is the issuance intention of the Bonds, the Project Certificate. The Company understands that the purpose of the Project Certificate is to set forth (i) representations of certain facts regarding the Project and the Company and (ii) covenants regarding the future conduct and activities of the Company, and Authority that the information, representations and covenants set forth in the Project Certificate have been relied upon by Xxxxxxx and Xxxxxx LLP, Bond Counsel for the Bonds, in determining that interest on the Bonds is be excludable from the gross income of the holders thereof for federal income tax purposes. Accordingly, the Company covenants that all information and representations in the Project Certificate are accurate and reasonable to the best purposes by reason of section 103(a) of the Company's knowledge and belief and that the Company will comply with all covenants in the Project Certificate as if such covenants were fully set forth herein. Notwithstanding any other provision hereofCode, the Company covenants and agrees that it will not knowingly take or authorize or permit, to the extent such action is solely within the control of the Company, any action to be taken with respect to the Project, the proceeds of the Bonds (including investment earnings thereon) or any insurance, condemnation or other proceeds derived directly or indirectly in connection with the Project which will result in the loss of the exclusion of interest on the Bonds from federal gross income under Section 103 of the Code (except for any Bond during for any period while that such Bond is held by a person referred to in Section 147(athe Code (a "substantial user" of the Facilities or a "related person"). To that end, each of the Company and the Authority (to the extent reasonably within the control of the Authority) severally covenants with the other, and with the Trustee and with each of the registered owners of any of the Bonds, that it (I) will not permit the use of any proceeds of such Bonds or fail to use or cause to be used such proceeds or take any other action or omit to take any action, which use, failure, act or omission will cause the loss of such exclusion within the meaning of such section 103(a) of the Code); , as it now exists, and the Company also (II) will not knowingly omit to take any action in its power which, if omitted, would cause such result. The Company covenants for the benefit of the Bondholders to comply file with all of the requirements of Section 507 of the Indenture. The preceding sentence shall control in case of conflict or ambiguity with any other provision of this Agreement. The Company covenants and agrees to notify the Trustee, the Insurer and the Issuer of the occurrence of any event of which the Company has notice and which event would require the Company to prepay the amounts due hereunder because of a redemption of the Bonds upon a determination of taxability. The Company acknowledges that in the event of an examination by the Internal Revenue Service of the exclusion United States Treasury Department (the "Internal Revenue Service"), or any other authorized governmental agency, any and all statements or other instruments, if any, required under section 103 of the Code or other applicable Sections of the Code relating to tax-exempt obligations. Furthermore, the Company hereby represents and covenants as follows: (i) The Company will make such use of the proceeds of the Bonds and all other funds held by the Trustee under the Indenture or otherwise allocable to the Bonds, restrict the investment of such proceeds and other funds and take such other and further actions as may be required so that the Bonds will not constitute "arbitrage bonds" under section 148 of the Code and the Regulations. In particular, but without limitation, the Company agrees to invest amounts deposited in the Company Debt Service Account of the Bond Fund with respect to the Bonds, or to instruct the Trustee to invest such amounts, in investments the gross earnings on which are less than $100,000 during each bond year. (ii) The Company will comply with, and make all filings required by, all applicable rules, rulings or regulations promulgated by the Department of the Treasury or the Internal Revenue Service with respect to obligations issued under the applicable provisions of the Code. (iii) Other than amounts deposited to the Company Debt Service Account of the Bond Fund with respect to the Bonds, the Company will not invest any amounts constituting Gross Proceeds (as defined in section 148 of the Code), whether or not deposited to any fund created by the Indenture, in investment property the yield on which is materially higher than the yield on the Bonds for longer than any applicable temporary period. (iv) The Company will pay to the United States of America at least once during each five-year period (beginning on the date of delivery of the Bonds) an amount that is at least equal to 90% of the "Excess Earnings," within the meaning of section 148(f) of the Code, and will pay to the United States of America, not later than 60 days after all the Bonds have been retired, 100% of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code. The Company agrees to make the calculations of Excess Earnings as required under Section 4.02 of the Indenture. (v) For purposes of the foregoing, the Company shall not pay or agree to pay, directly or indirectly, to a party other than the United States of America, any amount that is required to be paid to the United States of America. (vi) The Company will take such action or refrain from such action (as is reasonably within its control) to assure that all of the proceeds of the Bonds and the facilities directly or indirectly financed therewith are used in such manner that the Bonds are obligations described either (i) in section 142(a)(5) or (6) of the Code or (ii) in section 1313 of the Tax Reform Act of 1986 and section 103(b)(4)(E) and (F) of the Internal Revenue Code of 1954. (vii) The Company will refrain from taking any action that would result in the Bonds being "federally guaranteed" within the meaning of section 149(b) of the Code. (viii) The Company will not sell or otherwise dispose of the Facilities in a transaction resulting in the receipt by the Company of cash or other compensation, unless the Company complies with the provisions of the Code and regulations promulgated pursuant thereto. For purposes of the foregoing sentence, the Company may, but need not, rely on an opinion of counsel expert in the federal income tax treatment of municipal bonds that such sale or other disposition will not adversely affect the excludability for federal income tax purposes of interest on the Bonds from the gross income of the owners holders of the Bonds. The covenants and agreements contained herein and the representations contained in the Tax Letter of Representation and the Authority's No-Arbitrage Certificate are intended to ensure compliance with the provisions of the Code and with the Regulations and to establish that the expectations and facts pertaining to such provisions of the Code and the Regulations are consistent with such provisions. In the event that the Code is amended or the Regulations are hereafter proposed or promulgated and the effect of such change is to modify or delete any element of the covenants contained herein, the Company shall be relieved of its obligation to comply with such covenants to the extent of such modification or deletion provided that the Company receives an opinion of Bond Counsel that such action will not adversely affect the exclusion of the interest on the Bonds from the gross income of the holders thereof for federal income tax purposes. In the event such change in the Code or the Regulations imposes additional requirements that are applicable to the Bonds, the Issuer Company hereby agrees to comply with the provisions of the Code and/or Regulations as changed. (b) The Company acknowledges that in the event of an examination of the Bonds by the Internal Revenue Service to determine compliance of the Bonds with the provisions of the Code as they relate to tax-exempt obligations, the Authority is likely to be treated as the "taxpayer" in such examination. The Company agrees, and agrees upon notification by the Authority, that it will respond, respond and will direct the Issuer Authority to respond, in a commercially reasonable manner to any inquiries from the Internal Revenue Service in connection with such an examination. The Issuer Authority covenants that it will promptly notify the Company of any inquiry or examination of the Internal Revenue Service relating to the Bonds and will cooperate with the Company, at the Company's expense and at its directionexpense, in connection with any such examination. The Company understands and agrees that the interests of the Authority and the Company in such examination may differ and that the existence of the examination may be subject to public disclosure by the Authority under the open records laws of the State of Texas.

Tax-Exempt Status of the Bonds. The Company acknowledges that it has executed, in connection with the issuance of the Bonds, the Project Certificate. The Company understands that the purpose of the Project Certificate is to set forth (i) representations of certain facts regarding the Project and the Company and (ii) covenants regarding the future conduct and activities of the Company, and that the information, representations and covenants set forth in the Project Certificate have been relied upon by Xxxxxxx and Xxxxxx LLP, Bond Counsel for the Bonds, in determining that interest on the Bonds is excludable from gross income for federal income tax purposes. Accordingly, the Company covenants that all information and representations in the Project Certificate are accurate and reasonable to the best of the Company's knowledge and belief and that the Company will comply with all covenants in the Project Certificate as if such covenants were fully set forth herein. Notwithstanding any other provision hereof, the Company covenants and agrees that it will not knowingly take or authorize or permit, to the extent such action is solely within the control of the Company, any action to be taken with respect to the Project, the proceeds of the Bonds (including investment earnings thereon) or any insurance, condemnation or other proceeds derived directly or indirectly in connection with the Project which will result in the loss of the exclusion of interest on the Bonds from federal gross income under Section 103 of the Code (except for any Bond during any period while such Bond is held by a person referred to in Section 147(a) of the Code); and the Company also will not knowingly omit to take any action in its power which, if omitted, would cause such result. The Company covenants for the benefit of the Bondholders to comply with all of the requirements of Section 507 of the Indenture. The preceding sentence shall control in case of conflict or ambiguity with any other provision of this Agreement. The Company covenants and agrees to notify the Trustee, the Insurer Credit Facility Provider and the Issuer of the occurrence of any event of which the Company has notice and which event would require the Company to prepay the amounts due hereunder because of a redemption of the Bonds upon a determination of taxability. The Company acknowledges that in the event of an examination by the Internal Revenue Service of the exclusion of interest on the Bonds from the gross income of the owners thereof for federal income tax purposes, the Issuer is likely to be treated as the "taxpayer" in such examination, and agrees that it will respond, and will direct 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 cooperate with the Company, at the Company's expense and at its direction, in connection with any such examination.

Tax-Exempt Status of the Bonds. The Company acknowledges Developer hereby represents, warrants and agrees that: (a) It will not take or permit, or omit to take or cause to be taken, any action that it has executed, in connection with would adversely affect the issuance of the Bonds, the Project Certificate. The Company understands that the purpose of the Project Certificate is to set forth (i) representations of certain facts regarding the Project and the Company and (ii) covenants regarding the future conduct and activities of the Company, and that the information, representations and covenants set forth in the Project Certificate have been relied upon by Xxxxxxx and Xxxxxx LLP, Bond Counsel for the Bonds, in determining that interest on the Bonds is excludable exclusion from gross income for federal income tax purposes. Accordingly, the Company covenants that all information and representations in the Project Certificate are accurate and reasonable to the best purposes of the Company's knowledge and belief and that the Company will comply with all covenants in the Project Certificate as if such covenants were fully set forth herein. Notwithstanding any other provision hereof, the Company covenants and agrees that it will not knowingly take or authorize or permit, to the extent such action is solely within the control of the Company, any action to be taken with respect to the Project, the proceeds of the Bonds (including investment earnings thereon) or any insurance, condemnation or other proceeds derived directly or indirectly in connection with the Project which will result in the loss of the exclusion of interest on the Bonds from federal gross income (other than with respect to a "substantial user" or "related person" under Section 103 of the Code (except for any Bond during any period while such Bond is held by a person referred to in Section 147(a) of the Code); and the Company also will not knowingly ) and, if it should take or permit, or omit to take or cause to be taken, any action in its power whichsuch action, if omitted, would cause the Developer shall take all lawful actions necessary to rescind or correct such result. The Company covenants for the benefit of the Bondholders actions or omissions promptly upon having knowledge thereof and specifically agrees to comply with all of the requirements of be bound by Section 507 7.03 of the Indenture. The preceding sentence shall control ; (b) It will take such action or actions as may be necessary, in case the opinion of conflict or ambiguity with any other provision Bond Counsel, including, without limitation, consenting to the amendment of this Agreement. The Company covenants and agrees to notify the Trustee, the Insurer and Indenture, the Issuer Land Use Restriction Agreement, the Note or the Mortgage to comply fully with all applicable rules, rulings, policies, procedures, regulations or other official statements promulgated, proposed or made by the Department of the occurrence of any event of which the Company has notice and which event would require the Company to prepay the amounts due hereunder because of a redemption of the Bonds upon a determination of taxability. The Company acknowledges that in the event of an examination by Treasury or the Internal Revenue Service pertaining to obligations issued under Section 103(b)(4)(A) of the 1954 Code which are necessary in the opinion of Bond Counsel to maintain the exclusion from gross income for federal income tax purposes of interest on the Bonds from Bonds; (c) It will execute and file of record appropriate amendments to the gross income Land Use Restriction Agreement, and assure the recording of such document and take any other steps as are necessary, in the opinion of Bond Counsel, in order to insure that the requirements and restrictions of this Article II will be binding upon all owners of the owners thereof for federal income tax purposes, Development. The Developer hereby covenants to include such requirements and restrictions in any documents transferring any interest in the Issuer is likely Development to be treated as another to the "taxpayer" in end that such examinationtransferee has notice of, and agrees is bound by such restrictions to the extent and for the period provided therein and to obtain the agreement from any transferee to so abide; and (d) It will not, pursuant to an arrangement, formal or informal, purchase the Bonds in an amount related to the amount of the Loan; provided, that it will respond, and will direct the Issuer foregoing shall not preclude a purchase of Bonds using moneys provided pursuant 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 cooperate with the Company, at the Company's expense and at its direction, in connection with any such examinationSection 4.09 hereof.