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132435584v2 <br /> <br /> <br /> 11 <br /> <br />Section 4.4 Security for the Loan. As additional security for the Lender, and to induce <br />the Issuer to issue and deliver the Note, the Borrower agrees to execute and deliver (or cause to <br />be executed and delivered) the documents described in Section 3.2 hereof and agrees to meet all <br />its obligations under such documents, which documents shall remain in effect until all payments <br />required hereunder have been made; and the Borrower will direct Bond Counsel or the Lender to <br />cause to be recorded and filed the Declaration, financing statements, and such other documents <br />requested by Bond Counsel or the Lender, in such places and in such manner as Bond Counsel or <br />the Lender deems necessary or desirable to perfect or protect the security interest of the Lender <br />in and to the Facility and other collateral referred to in said documents. Except as otherwise may <br />be provided in the Declaration, the Borrower will not further encumber the property pledged <br />therein without the Lender’s prior written consent. <br />Section 4.5 Preservation of Tax Exemption. <br />(1) The Borrower covenants and agrees that, in order to assure that the interest <br />on the Note shall at all times be free from federal income taxation, the Borrower represents and <br />covenants to the Issuer and the Lender that it will comply with the applicable provisions of <br />Section 103 and Section 141 through 150 of the Code and as follows: <br />(a) The Facility will and will continue to be owned and operated by the <br />Borrower, and no portion of the Facility is managed by anyone other than the Borrower <br />or a governmental entity or an organization described in Section 501(c)(3) of the Code or <br />pursuant to a “qualified management agreement” within the meaning of all pertinent <br />provisions of law, including all relevant provisions of the Code and regulations, rulings <br />and revenue procedures thereunder, including Revenue Procedure 2017-13. <br />(b) The Facility will not be used by the Borrower in an unrelated trade or <br />business, determined by the application of Section 513(a) of the Code. <br />(c) No more than five percent (5%) of the net proceeds of the Note is to be <br />used for any private business use as defined in Section 141(b)(6) of the Code. <br />(d) The payment of the principal of, or interest on, no more than five percent <br />(5%) of the net proceeds of the Note is (under the terms of the Note or any underlying <br />arrangement) directly or indirectly (a) secured by any interest in (i) property used or to be <br />used for a private business use, or (ii) payments in respect of such property, or (b) to be <br />derived from payments (whether or not to the Issuer) in respect of property, or borrowed <br />money, used or to be used for a private business use. <br />(e) The aggregate authorized face amount of the Note (when increased by any <br />outstanding tax-exempt “qualified 501(c)(3) bonds” issued prior to 1997, other than <br />“qualified hospital bonds,” of the Borrower, or any organization with which the Borrower <br />is under common management or control and is a test period beneficiary determined in <br />accordance with Section 145(b) of the Code) does not exceed $150,000,000 or, <br />alternatively, at least 95% of the net proceeds of the Note will be used for capital <br />expenditures.