PRILIMINARY OFFIC STATEMENT 11-15-2001 44.

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The Borrower shall provide all equipment, furnishings, supplies and other personal property required or convenient for the proper operation, repair and maintenance of the Project Facilities and Mortgaged Property in an economical and efficient manner, consistent with the then current standards of operation and administration generally acceptable for facilities such as the Project Facilities located in the State. The Borrower will use the Project Facilities only in a manner that is consistent with the Sole Member's status as a 501(c)(3) Organization and, except as it shall not impair the exclusion from gross income of interest on any Tax-Exempt Bonds, not use or allow the use of the Project Facilities in any unrelated trade or business with respect to the Sole Member(or any other 501(c)(3) Organization) under Section 513(a) of the Code. The Borrower will not use the Project Facilities or any part thereof for sectarian instruction nor use the Project Facilities primarily as a place of religious worship or as a facility used primarily as a part of a program of a school or department of divinity for any religious denomination or the religious training of ministers,priests,rabbis or other similar persons in the field of religion. The Borrower represents that it has no present intention to sell, lease or P otherwise dispose of any interest in the Project Facilities,other than to lease units in the Project Facilities to residents in the ordinary course of business. Furthermore, the Borrower shall not sell or dispose of all or any portion of the Project Facilities or the Mortgaged Property except as permitted in Sections 5.06, 5.07, 5.08 and 6.04 of the Loan Agreement. So long as any Tax-Exempt Bonds are outstanding and no Default or Event of Default has occurred and exists, the Borrower may sell all or any part of the Project Facilities to or enter into a lease of all or any part of the Project Facilities so long as: (a) No such sale, lease or agreement shall be inconsistent with the rovisions of the Loan Agreement, the Indenture, the Mortgage, the Subordinate Mortgage or the Act; (b) The Borrower shall remain fully obligated under all Loan Documents as if such sale, lease or agreement had not been made; and (c) The Borrower shall cause to be delivered to the Trustee an opinion of Bond Counsel to the effect that such transaction shall not cause interest on any Tax-Exempt Bonds to be included in gross income for federal income tax purposes.. Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and exists under the Loan Agreement,upon any sale of all or substantially all of the Project Facilities in accordance with Sections 5.02 and Section 6.04 of the Loan