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

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The Company hereby represents and warrants that, as of the date of this Loan Agreement, (i) it is an organization described in Section 501(c)(3) of the Code which is exempt from Federal income taxes under Section 501(a) of the Code and which is not a "private foundation," as such term is defined under Section 509(a) of the Code; (ii) it has received a letter from the Internal Revenue Service to the effect that it is such an organization described under Section 501(c)(3) of the Code; (iii) it is in full compliance with all terms, conditions, and limitations, if any, contained in such letter; (iv) such status has not been adversely modified, limited or revoked; and (v) the facts and circumstances which form the basis for such status as represented to the IRS continue substantially to exist. In addition, the Company covenants that (i) it will not take any action which would cause, or omit to take any action the omission of which would cause, the Company to cease being an organization exempt under Section 501(c)(3) of the Code, and (ii) it shall not carry on or permit to be carried on in the Project (or with the proceeds of the Bonds) or permit the Project to be used in or for any trade or business the conduct of which is not substantially related to the exercise or performance of the purpose or functions constituting the basis for its exemption under the Code. (x) The Company will not use the Project to provide residential rental property for family units, as defined in Section 145(d) and Treasury Regulation 1.103-8(b). (y) The Company will operate the Project so as to provide its services to its clients at the lowest feasible cost, taking into consideration such expenses as the payment of indebtedness and reserves for repair, replacement and physical expansion commensurate with the needs of the community and the existing resources of the Company. (z) During the period in which the Bonds are outstanding, all of the facilities provided by the proceeds of the Bonds will be owned by a Section 501(c)(3) organization or a governmental unit. The Company approves the terms and conditions of the Assignment and hereby covenants and agrees to do and perform all acts and things described or referred to in the Assignment on its part to be done and performed. Section 2.3. Tax-Exempt Status of the Bonds. (a) The Company hereby represents, warrants and agrees that: (i) It will not take or pernut, or omit to take or cause to be taken, any action that would adversely affect the tax-exempt status of the interest on the Bonds contemplated by this Loan Agreement or the designation of the Bonds as "Qualified Tax Exempt Obligations" under Section 265(b)(3) of the Code and, if it should take or permit, or omit to take or cause to be taken, any such action, the Company shall take or cause to be taken all lawFul actions necessary to rescind or correct such actions or omissions promptly upon having knowledge thereof; 18