R99-187 AUTHORIZING THE ISSUANCE AND SALE OF ECONOMIC DEVELOPMENT REVENUE BONDS

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(p) There are no actions, suits or proceedings pending, or to the knowledge of the Company, threatened against or affecting it or the Project or involving or affecting the validity or enforceability of this Loan Agreement or the Mortgage, the Assignment of Rents and Leases, or the priority of the lien thereof, at law or in equity or before or by any governmental authority, except actions, suits and proceedings fully covered by insurance or which, if adversely determined, would not substantially impair the ability of the Company to pay when due any amounts which may become payable in respect of the Note and the Loan Agreement; and the Company is not in default with respect to any order, writ, injunction, decree or demand of any court or any governmental authority. (q) Based on current facts, estimates and circumstances, it is expected that (i) the acquisition, construction and improvement of the Project, and the expenditure of all proceeds received from the loan being made by the Issuer hereunder of the proceeds from the sale of the Bonds, will be fully completed on or before November 4, 2000, (ii) work on the Project will promptly commence and is expected to proceed with due diligence to completion; (iii) the proceeds from the loan being made by the Issuer hereunder of the proceeds from the issuance of the Bonds are needed for the purpose of paying the cost of the acquiring, constructing and improving of the Project. (r) The Company shall do or cause to be done all things necessary to preserve, maintain and keep in full force and effect its existence and status under Section 501(c)(3) of the Code and comply with all laws applicable to it. (s) Not less than ninety-five percent (95%) of the net proceeds of the Bonds will be used , by the Company, as determined by Section 145(a) of the Code, for its exempt purpose. (t) The sum of (i) the authorized face amount of the Bonds, plus (ii) the aggregate I amount of all outstanding tax exempt bonds of which the Company is a "test period beneficiary," � as defined in Section 145(b) of the Code, does not exceed $150,000,000. (u) None of the proceeds of the Bonds will be used for any of the following purposes: li airplanes, skybox, gambling facility or liquor store. '� , (v) The issuance costs financed by the issue of which the Bonds are part shall not exceed ' two percent (2%) of the aggregate proceeds of the issue. I (w) The Company covenants that, with respect to the Project or any portion thereof, it �� will not enter into any leases, subleases, management agreements, or any other anangement with I� "non-exempt persons," as defined in the Code and Regulations, nor permit the use of the Project �, or any portion thereof in a trade or business of any person other than a 501(c)(3) organization ' (and such use shall not be use in an unrelated trade or business) or a governmental unit. The Company will not take any action or pernut any action to be taken on its behalf, or cause or pernut any circumstances within its control to arise or continue, if such action or circumstance, or its expectation on the date of issue of the Bonds, would cause the interest paid on the Bonds to be subject to Federal income tax. 17