7A Request from Presbyterian Homes for Conduit Financing

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{and any "related persan" thereto) will take no action the effect of which would be to disqualify this Loan Agreement as an"acquired program abligafion" under said Seciion 1.148-1(b), incl�ding but not limited to entering into axiy arrangement, formal ar in%rmal, far the Borrower to purchase bonds or Note af the City in an atnaunt related to the amoun� of the Nate. (2) For the purpose of this Section, a"Deterxnination of Taxability" shall rnean the assuance of a statutory notice of deficiency by the Internal Revenue Se�rvice, or a ruling of the National Office oz any Dish-ict Offce of the Intarnal Revenue Service, or a final decision of a court of competent jurisdiction, or a change in any applicable federal statute, which holds or provides in effect t�at the interest payable on the Nate is includible, �or federal incona.e tax puxposes under Section 1Q3 of the Code in the gross incame of the Lendez- or a�y other holder ar pz-ior holder oi the Note, if the period, if any, for contest or appeal of such action, ruiing ar decisian by the Borrower or Lender or any other interested party has expired without any such contest or appeal having been properly instit�xted by the Lender, the Borrower or any other interested party. The expenses of any such cantest sha11 be paid by the party initiating the contest, and neither the Lender nor the Borrower shall be required to contesi or appeal any Determination of Taxability. (3) If the Borrower receives a Determination of Taxability it will promptly give notice of such Deternaination of Taacability to the City and the Lender and the Note shall convert to a taxable obligation as provided in Section 11 of the No�e. (4) The "Date of T�ability" shall mean �hat point in tirr�e, as specified in the determination, ruling, order, or decision, that the interest payable on the Note beco�nes includible in the gross income of the Lend�r or any other holder or prior holder of ihe N�te, as the case rnay be, for federal income tax purposes. Section 4.6 Lease or Sale of Project. The Bonower shall not lease, sell, convey or otherwis� transfer the Project in whole or part, nor sell the Project in whole or part, without first securing the wz-iiten consent oi the Lender provided that in no event shall such Iease, transfer, assigntnent or sale be perinitted if the effect thereof would otherwise be ta iznpair the validity or the tax exern.pt status of the Note, nor shall any such transaction release the Borrower ai any of its obligations under this Agreement, unless the assignee-transferee is a surviving, resulting or iransferee eniity as permitted under Section 4.2 hereof. The Borrower sha�l promptly notify the City of any such sale, transfer, assignrnent or lease. Section 4.7 Project Operation and Maintenar�ce Ex en nses. The Borrower shall pay all expenses of the operation and maintenance of the Project including, �ut without limitation, adequate insurance thereon and insurance against aIl liability for injury to persons or property arising from �he operaiion thEreof, az�d all taxes and special assessments levied upon or with respeci to the Project and payable during ihe term of this Loan Agreement, all in confor�nance with the provisions of the Mortgage. The Borrower shall keep the Project in good working order and condition, subject to ordinary wear and tear. The �'roject shall nat be used far p�rposes which vialate any Federal, State or other Iaws prohibiting discrinnination in access or employrnent based on race, creed, sex, handicap, ethnic origin, age ox mariial status. 2208845v4 1 S