Kathleen M.

Fox
Executive Director
Ohio Cultural Facilities Commission
20 East Broad Street, Suite 200
Columbus, Ohio 43215

Dear Ms. Fox:

I, being an authorized officer of the ___________________, certify that the

Manager has taken and caused to be taken, and covenants that it will take and
cause to be taken, all actions that may be required of it for the interest on the
Obligations to be and to remain excluded from gross income for federal income
tax purposes under the Code and not to become an item of tax preference directly
subject to the alternative minimum tax imposed by Section 55 of the Code.
Further, the Manager represents that it has not taken or permitted to be taken on
its behalf, and covenants that it will not take or permit to be taken on its behalf,
any actions that would cause interest on the Obligations to be included in gross
income for federal income tax purposes under the Code or would cause the
interest on the Obligations to become an item of tax preference directly subject to
the alternative minimum tax imposed by Section 55 or any actions that would
adversely affect those exclusions under the provisions of the Code.

Sincerely,

________________________
Signature

________________________
Printed Name

________________________ ____________________
Title Date

S:\AA Files\OBLIGATIONS\tax covenant letter.doc