Common use of Representations of Issuer Clause in Contracts

Representations of Issuer. Issuer hereby represents to Xxxxxx Mac and the Purchaser that on the date hereof, on each date on which the Purchaser purchases a Bond from Issuer, and, for purposes of paragraph (j), as of the end of each Fiscal Quarter following the date hereof: (a) Issuer has been duly organized and is validly existing and in good standing in the jurisdiction of its organization; (b) Issuer has the limited liability company power and authority to execute and deliver this Agreement, each of the other Bond Documents and the applicable Pricing Agreement, to consummate the transactions contemplated hereby and thereby and to perform each of its obligations hereunder and thereunder; (c) Issuer has taken all necessary limited liability company and other action to authorize the execution and delivery of this Agreement, each of the other Bond Documents and the applicable Pricing Agreement, the consummation by Issuer of the transactions contemplated hereby and thereby and the performance by Issuer of its obligations hereunder and thereunder; (d) this Agreement, each of the other Bond Documents and the applicable Pricing Agreement have been duly authorized, executed and delivered by Issuer and constitute the legal, valid and binding obligations of Issuer, enforceable against Issuer in accordance with their respective terms, subject to: (i) applicable bankruptcy, reorganization, insolvency, moratorium and other laws of general applicability relating to or affecting creditors’ rights generally; and (ii) the application of general principles of equity regardless of whether such enforceability is considered in a proceeding in equity or at law; (e) no approval, consent, authorization, order, waiver, exemption, variance, registration, filing, notification, qualification, license, permit or other action is required to be obtained, given, made or taken, as the case may be, with, from or by any regulatory body, administrative agency or governmental authority having jurisdiction over Issuer or any third party under any agreement to which Issuer is a party to authorize the execution and delivery by Issuer of this Agreement, any of the other Bond Documents or the applicable Pricing Agreement, or the consummation by Issuer of the transactions contemplated hereby or thereby or the performance by each of Issuer of each of its obligations hereunder or thereunder; (f) neither the execution or delivery by Issuer of this Agreement, any of the other Bond Documents or the applicable Pricing Agreement nor the consummation by Issuer of any of the transactions contemplated hereby or thereby nor the performance by Issuer of its obligations hereunder or thereunder, including, without limitation, the pledge of the Qualified Loans (as such term is defined in the Pledge Agreement) to Xxxxxx Mac, conflicts with or will conflict with, violates or will violate, results in or will result in a breach of, constitutes or will constitute a default under, or results in or will result in the imposition of any lien or encumbrance pursuant to any term or provision of the articles of incorporation or the bylaws of Issuer or any provision of any existing law or any rule or regulation currently applicable to Issuer or any judgment, order or decree of any court or any regulatory body, administrative agency or governmental authority having jurisdiction over Issuer or the terms of any mortgage, indenture, contract or other agreement to which Issuer is a party or by which Issuer or any of each of its properties is bound; (g) there is no action, suit, proceeding or investigation before or by any court or any regulatory body, administrative agency or governmental authority presently pending or, to the actual knowledge of Issuer, threatened with respect to Issuer, this Agreement, any of the other Bond Documents or the applicable Pricing Agreement challenging the validity or enforceability of this Agreement, any of the other Bond Documents or the applicable Pricing Agreement, or seeking to restrain, enjoin or otherwise prevent Issuer from engaging in its business as currently conducted or the consummation by Issuer of the transactions contemplated by this Agreement, any of the other Bond Documents or the applicable Pricing Agreement, or which, if adversely determined, would have a material adverse effect on Issuer’s financial condition or either of its ability to perform each of its obligations under this Agreement, any of the other Bond Documents or the applicable Pricing Agreement; (h) Issuer has (or will obtain through other affiliated companies directly or indirectly owned by the REIT) the appropriate expertise, experience and qualifications to make agricultural mortgage loans similar to the mortgage loans (to the Borrowers) contemplated hereby; (i) no Material Adverse Change has occurred; (j) Issuer has caused the REIT to provide to Xxxxxx Mac a certification within 45 calendar days after the end of the last Fiscal Quarter, substantially in the form of Annex C attached hereto, certifying that the REIT is in compliance with the following covenants (collectively, the “Financial Covenants”) as of the end of such Fiscal Quarter: (i) Leverage Ratio of the REIT shall not be more than sixty-five percent (65%); (ii) the Fixed Charge Coverage Ratio of the REIT shall be at least 1.4; and (iii) the Tangible Net Worth of the REIT shall be at least equal to or greater than the Minimum Tangible Net Worth; provided, however, that this Financial Covenant shall not restrict the REIT from making the minimum dividend payments required to maintain its status as a real estate investment trust and such dividend payments shall not cause a violation of this Financial Covenant. (k) As to each Bond purchased by Purchaser, Issuer made a reasonable determination, as of the date on which the Purchaser purchased such Bond from Issuer, that the applicable Borrower under each Qualified Loan pledged to secure such Bond at the time of such purchase had sufficient repayment capacity to perform under such Qualified Loan without requiring repayment support from any other Borrower.

Representations of Issuer. Issuer hereby represents to Xxxxxx Farmer Mac and the Purchaser Purchaser, that on the date hereof, hereof and on each date on which the Purchaser purchases a Bond from Issuer, and, for purposes of paragraph (j), as of the end of each Fiscal Quarter following the date hereofClosing Date: (a) Issuer it has been duly organized and is validly existing and in good standing in the its jurisdiction of its organization; (b) Issuer it has the limited liability company power and authority to execute and deliver this Agreement, Agreement and each of the other Bond Documents and the applicable Pricing Agreementto which it is a party, to consummate the transactions contemplated hereby and thereby and to perform each of its obligations hereunder and thereunder; (c) Issuer it has taken all necessary limited liability company and other action to authorize the execution and delivery of this Agreement, Agreement and each of the other Bond Documents to which it is a party and the applicable Pricing Agreement, the its consummation by Issuer of the transactions contemplated hereby and thereby and the its performance by Issuer of its obligations hereunder and thereunder; (d) this Agreement, each of this Agreement and the other Bond Documents and the applicable Pricing Agreement have to which it is a party has been duly authorized, executed and delivered by Issuer it and constitute the constitutes its legal, valid and binding obligations of Issuerobligations, enforceable against Issuer it in accordance with their respective terms, subject to: (i) applicable bankruptcy, reorganization, insolvency, moratorium and other laws of general applicability relating to or affecting creditors’ rights generally; and (ii) the application of general principles of equity regardless of whether such enforceability is considered in a proceeding in equity or at law; (e) no approval, consent, authorization, order, waiver, exemption, variance, registration, filing, notification, qualification, license, permit or other action is required to be obtained, given, made or taken, as the case may be, with, from or by any regulatory body, administrative agency or governmental authority having jurisdiction over Issuer it or any third party under any agreement to which Issuer it is a party or by which it or any of its properties are bound to authorize the its execution and delivery by Issuer of this Agreement, Agreement or any of the other Bond Documents or the applicable Pricing Agreementto which it is a party, or the its consummation by Issuer of the transactions contemplated hereby or thereby or the its performance by each of Issuer of each of its respective obligations hereunder or thereunderthereunder other than (i) any such consents or approvals that have already been obtained and (ii) filings necessary to perfect (or maintain perfection of) the Security Interest; (f) neither the its execution or delivery by Issuer of this Agreement, Agreement or any of the other Bond Documents or the applicable Pricing Agreement to which it is a party nor the its consummation by Issuer of any of the transactions contemplated hereby or thereby nor the or its performance by Issuer of its respective obligations hereunder or thereunder, including, without limitation, the pledge of the Qualified Loans (as such term is defined in Loan Collateral to the Pledge Agreement) to Xxxxxx MacCollateral Agent, conflicts with or will conflict with, violates or will violate, results in or will result in a breach of, constitutes or will constitute a default under, or results in or will result in the imposition of any lien or encumbrance pursuant to any term or provision of the articles of incorporation or the bylaws of Issuer or its Governing Documents, any provision of any existing law or any rule or regulation currently applicable to Issuer or it, any judgment, order or decree of any court or any regulatory body, administrative agency or governmental authority having jurisdiction over Issuer it, or the terms of any mortgage, deed of trust, indenture, contract or other agreement to which Issuer it is a party or by which Issuer it or any of each of its properties is bound; (g) it is in compliance with all applicable laws and has the power and authority to own or lease its properties and to engage in the business it presently conducts or proposes to conduct; (h) it is duly licensed or qualified and in good standing in each jurisdiction where the property owned or leased by it or the nature of the business transacted by it or both makes such licensing or qualification necessary; (i) there is no action, suit, proceeding or investigation before or by any court or any regulatory body, administrative agency or governmental authority presently pending or, to the actual knowledge of Issuerits knowledge, threatened with respect to Issuerit, any Affiliate Guarantor, this Agreement, any of the other Bond Documents, any of the Loan Documents or any of the applicable Pricing Agreement Loan Collateral, (i) challenging the validity or enforceability of this Agreement, any of the other Bond Documents or Documents, any of the applicable Pricing AgreementLoan Documents, or any of the Loan Collateral, (ii) seeking to restrain, enjoin or otherwise prevent Issuer it or any Affiliate Guarantor from engaging in its business as currently conducted or the its consummation by Issuer of the transactions contemplated by this Agreement, Agreement or any of the other Bond Documents or the applicable Pricing AgreementDocuments, or (iii) which, if adversely determined, would have cause a material adverse effect on Issuer’s financial condition or either of its ability to perform each of its obligations under this Agreement, any of the other Bond Documents or the applicable Pricing AgreementMaterial Adverse Change; (hj) Issuer since the date of the last Financial Statements delivered to Farmer Mac, no Material Adverse Change has occurred; (k) it has (or will obtain through other affiliated companies directly or indirectly owned by the REITthrough one or more Affiliates) the appropriate expertise, experience and qualifications to make service, make, assume or hold, as applicable, agricultural mortgage loans similar to loans, including without limitation the mortgage loans (to the Borrowers) contemplated herebyQualified Loans; (i) no Material Adverse Change has occurred; (j) Issuer has caused the REIT to provide to Xxxxxx Mac a certification within 45 calendar days after the end of the last Fiscal Quarter, substantially in the form of Annex C attached hereto, certifying that the REIT is in compliance with the following covenants (collectively, the “Financial Covenants”l) as of the end of such Fiscal Quarter: (i) Leverage Ratio of the REIT shall not be more than sixty-five percent (65%); (ii) the Fixed Charge Coverage Ratio of the REIT shall be at least 1.4; and (iii) the Tangible Net Worth of the REIT shall be at least equal to or greater than the Minimum Tangible Net Worth; provided, however, that this Financial Covenant shall not restrict the REIT from making the minimum dividend payments required to maintain its status as a real estate investment trust and such dividend payments shall not cause a violation of this Financial Covenant. (k) As to each Bond purchased by PurchaserQualified Loan, Issuer made a reasonable determination, as of the date on which the Purchaser purchased Issuer pledged such Bond from IssuerQualified Loan hereunder, that the applicable Borrower under each such Qualified Loan pledged to secure such Bond at the time of such purchase had sufficient repayment capacity to perform under such Qualified Loan without requiring repayment support support; (m) with respect to each Qualified Loan that is pledged as Qualified Collateral, (1) such Qualified Loan meets the Eligibility Criteria; (2) the Borrower under such Qualified has good and marketable title to the Underlying Collateral Properties securing such Qualified Loan; and (3) the liens on the Underlying Collateral Properties securing each Qualified Loan in favor of Issuer and which are pledged as Loan Collateral hereunder are valid, enforceable, and perfected first-priority liens, subject only to Permitted Real Estate Liens; (n) with respect to each Qualified Loan and the related Loan Documents that are pledged as Qualified Collateral, (1) the Borrower thereunder is authorized under applicable law and its Governing Documents, to execute and perform its obligations under such Qualified Loan and related Loan Documents; (2) such Qualified Loan and the related Loan Documents have been duly authorized, executed and delivered by the Borrower thereunder and constitute the legal, valid and binding obligations of such Borrower enforceable against such Borrower in each case, in accordance with such document’s terms subject to (x) applicable bankruptcy, reorganization, insolvency, moratorium and other laws of general applicability relating to or affecting creditors’ rights generally and (y) the application of general principles of equity regardless of whether such enforceability is considered in a proceeding in equity or at law; (3) the Borrower thereunder is not in default under such Qualified Loan or the related Loan Documents, and no event has occurred that is, or with notice and the passage of time would become, a default under such Qualified Loan or the related Loan Documents; and (4) the Borrower thereunder has no claims, defenses or set-offs to its obligations under such Qualified Loan or the related Loan Documents; (o) each Loan Document required to be recorded or filed with any governmental authority in order to perfect the security interest created thereby, including any Security Instrument, assignment of leases and rents, fixture filings and financing statements, has been submitted for recording or filing, as applicable, with the appropriate governmental authority; (p) (i) it originated each Qualified Loan or (ii) to the extent that it acquired any Qualified Loans from another originator (whether an Affiliate or not), such acquisition was for good and valuable consideration without any other Borrowerrecourse to the seller thereof (except for breaches of representations and warranties made at transfer regarding the condition of the Qualified Loans and related interests at or prior to the time of such transfer); (i) the financial statements of Affiliate Guarantor provided to Purchaser and Farmer Mac hereunder (including the Financial Statements) are true and correct and present fairly its financial position as of the dates indicated and the results of such party’s operations and the changes in its cash flows for the periods specified, and (ii) such financial statements have been prepared in conformity with U.S. GAAP applied on a consistent basis throughout the periods covered thereby; (r) each Qualified Loan pledged as Qualified Collateral is freely transferable by assignment; (s) it has good and marketable title to the Loan Collateral, free and clear of pledges, liens and encumbrances (including, without limitation, any rights or claims of parties in possession, tenants, lessees, and occupants), except the Security Interest created hereunder and except for Permitted Liens or as otherwise consented in writing by Xxxxxx Xxx, and the Security Interest created hereunder is valid and enforceable; (t) it has obtained all necessary approvals and consents before pledging any Loan Collateral under this Agreement; and (u) it has at all times: (i) remained solvent and paid its debts when due, and paid its own liabilities and expenses, including salaries of its own employees, out of its own funds and assets; and (ii) observed all partnership, corporate, or limited liability company formalities, as applicable.

Representations of Issuer. The Issuer hereby represents to Xxxxxx Mac and the Purchaser that on the date hereof, on each date on which the Purchaser purchases a Bond from Issuer, and, for purposes of paragraph (j), as of the end of each Fiscal Quarter following the date hereoffollows: (a) The Issuer has been (1) is a body corporate and politic and a governmental instrumentality duly organized and is validly existing and in good standing in under the jurisdiction laws of its organization; the State, (b2) Issuer has the limited liability company full power and authority to execute and deliver this Agreement, each of the other Bond Documents and the applicable Pricing Agreement, to consummate enter into the transactions contemplated hereby by this Loan Agreement and thereby by the Indenture and to perform each of carry out its obligations hereunder under this Loan Agreement and thereunder; the Indenture, including the issuance of the Bonds and (c3) Issuer by proper corporate action has taken all necessary limited liability company and other action to authorize duly authorized the execution and delivery of this Agreement, each of the other Bond Documents and the applicable Pricing Loan Agreement, the Bonds and the Indenture. (b) Under existing statutes and decisions, no taxes on income or profits are imposed on the Issuer. The Issuer will not knowingly take or omit to take any action reasonably within its control which action or omission would impair the exclusion of interest paid on the Bonds from the federal gross income of the owners of the Bonds. (c) Neither the execution and delivery by the Issuer of this Loan Agreement nor the consummation by the Issuer of the transactions contemplated hereby and thereby and by this Loan Agreement conflicts with, will result in a breach of or default under or will (except with respect to the performance lien of the Indenture) result in the imposition of any lien on any property of the Issuer pursuant to the terms, conditions or provisions of any statute, order, rule, regulation, agreement or instrument to which the Issuer is a party or by Issuer of its obligations hereunder and thereunder;which it is bound. (d) Each of this Agreement, each of the other Bond Documents Loan Agreement and the applicable Pricing Agreement have Indenture has been duly authorized, executed and delivered by the Issuer and constitute each constitutes the legal, valid and binding obligations obligation of Issuer, the Issuer enforceable against the Issuer in accordance with their respective its terms, subject to: (i) applicable except to the extent that the enforcement thereof may be limited by laws relating to bankruptcy, insolvency, reorganization, insolvency, moratorium or other similar laws and other laws equitable principles of general applicability relating to or application affecting creditors’ the rights generally; and (ii) the application remedies of general principles of equity regardless of whether such enforceability is considered in a proceeding in equity or at law;creditors and secured parties. (e) There is no approvallitigation or proceeding pending, consentor to the knowledge of the Issuer after due inquiry threatened, authorizationagainst the Issuer, orderor affecting it, waiver, exemption, variance, registration, filing, notification, qualification, license, permit or other action is required to be obtained, given, made or taken, as which could adversely affect the case may be, with, from or by any regulatory body, administrative agency or governmental authority having jurisdiction over Issuer or any third party under any agreement to which Issuer is a party to authorize the execution and delivery by Issuer validity of this Loan Agreement, any the Indenture or the Bonds or the ability of the other Bond Documents Issuer to comply with its obligations under this Loan Agreement, the Indenture or the applicable Pricing Agreement, or the consummation by Issuer of the transactions contemplated hereby or thereby or the performance by each of Issuer of each of its obligations hereunder or thereunder;Bonds. (f) neither the execution or delivery by The Issuer of this Agreement, is not in default under any of the other Bond Documents or the applicable Pricing Agreement nor the consummation by Issuer of any provisions of the transactions contemplated hereby or thereby nor the performance by Issuer of its obligations hereunder or thereunder, including, without limitation, the pledge laws of the Qualified Loans (as such term is defined State which would affect its existence or its powers referred to in the Pledge Agreement) to Xxxxxx Mac, conflicts with or will conflict with, violates or will violate, results in or will result in a breach of, constitutes or will constitute a default under, or results in or will result in the imposition of any lien or encumbrance pursuant to any term or provision of the articles of incorporation or the bylaws of Issuer or any provision of any existing law or any rule or regulation currently applicable to Issuer or any judgment, order or decree of any court or any regulatory body, administrative agency or governmental authority having jurisdiction over Issuer or the terms of any mortgage, indenture, contract or other agreement to which Issuer is a party or by which Issuer or any of each of its properties is bound;preceding subsection (a). (g) there is no actionThe Issuer hereby finds and determines that, suit, proceeding or investigation before or by any court or any regulatory body, administrative agency or governmental authority presently pending or, to the actual knowledge of Issuer, threatened with respect to Issuer, this Agreement, any based on representations of the other Bond Documents or the applicable Pricing Agreement challenging the validity or enforceability of this AgreementCompany, any all requirements of the other Bond Documents Act have been complied with and that the refinancing of the Project and the refunding of a portion of the Series 1984 A Bonds and a portion of the Series 1984 B Bonds through the issuance of the Bonds will further the public purposes of the Act. (h) No member, director, officer or official of the applicable Pricing AgreementIssuer has any interest (financial, employment or seeking to restrain, enjoin other) in the Company or otherwise prevent Issuer from engaging in its business as currently conducted or the consummation by Issuer of the transactions contemplated by this Agreement, any of the other Bond Documents or the applicable Pricing Agreement, or which, if adversely determined, would have a material adverse effect on Issuer’s financial condition or either of its ability to perform each of its obligations under this Agreement, any of the other Bond Documents or the applicable Pricing Agreement; (h) Issuer has (or will obtain through other affiliated companies directly or indirectly owned Loan Agreement which is prohibited by the REIT) the appropriate expertise, experience and qualifications to make agricultural mortgage loans similar to the mortgage loans (to the Borrowers) contemplated hereby;law. (i) no Material Adverse Change has occurred; (j) The Issuer has caused will apply the REIT to provide to Xxxxxx Mac a certification within 45 calendar days after proceeds from the end sale of the last Fiscal Quarter, substantially Bonds as specified in the form Indenture and this Loan Agreement. So long as any of Annex C attached hereto, certifying that the REIT is in compliance with Bonds remain outstanding and except as may be authorized by the following covenants (collectivelyIndenture, the “Financial Covenants”) as Issuer will not issue or sell any bonds or obligations, other than the Bonds, the principal of or interest on which will be payable from the property described in the granting clause of the end of such Fiscal Quarter: (i) Leverage Ratio of the REIT shall not be more than sixty-five percent (65%); (ii) the Fixed Charge Coverage Ratio of the REIT shall be at least 1.4; and (iii) the Tangible Net Worth of the REIT shall be at least equal to or greater than the Minimum Tangible Net Worth; provided, however, that this Financial Covenant shall not restrict the REIT from making the minimum dividend payments required to maintain its status as a real estate investment trust and such dividend payments shall not cause a violation of this Financial CovenantIndenture. (k) As to each Bond purchased by Purchaser, Issuer made a reasonable determination, as of the date on which the Purchaser purchased such Bond from Issuer, that the applicable Borrower under each Qualified Loan pledged to secure such Bond at the time of such purchase had sufficient repayment capacity to perform under such Qualified Loan without requiring repayment support from any other Borrower.

Representations of Issuer. The Issuer hereby represents to Xxxxxx Mac and the Purchaser that on the date hereof, on each date on which the Purchaser purchases a Bond from Issuer, and, for purposes of paragraph (j), as of the end of each Fiscal Quarter following the date hereoffollows: (a) The Issuer has been (1) is a body corporate and politic and a governmental instrumentality duly organized and is validly existing and in good standing in under the jurisdiction laws of its organization; the State, (b2) Issuer has the limited liability company full power and authority to execute and deliver this Agreement, each of the other Bond Documents and the applicable Pricing Agreement, to consummate enter into the transactions contemplated hereby by this Loan Agreement and thereby by the Indenture and to perform each of carry out its obligations hereunder under this Loan Agreement and thereunder; the Indenture, including the issuance of the Bonds and (c3) Issuer by proper corporate action has taken all necessary limited liability company and other action to authorize duly authorized the execution and delivery of this Agreement, each of the other Bond Documents and the applicable Pricing Loan Agreement, the Bonds and the Indenture. (b) Under existing statutes and decisions, no taxes on income or profits are imposed on the Issuer. The Issuer will not knowingly take or omit to take any action reasonably within its control which action or omission would impair the exclusion of interest paid on the Bonds from the federal gross income of the owners of the Bonds. (c) Neither the execution and delivery by the Issuer of this Loan Agreement nor the consummation by the Issuer of the transactions contemplated hereby and thereby and by this Loan Agreement conflicts with, will result in a breach of or default under or will (except with respect to the performance lien of the Indenture) result in the imposition of any lien on any property of the Issuer pursuant to the terms, conditions or provisions of any statute, order, rule, regulation, agreement or instrument to which the Issuer is a party or by Issuer of its obligations hereunder and thereunder;which it is bound. (d) Each of this Agreement, each of the other Bond Documents Loan Agreement and the applicable Pricing Agreement have Indenture has been duly authorized, executed and delivered by the Issuer and constitute each constitutes the legal, valid and binding obligations obligation of Issuer, the Issuer enforceable against the Issuer in accordance with their respective its terms, subject to: (i) applicable except to the extent that the enforcement thereof may be limited by laws relating to bankruptcy, insolvency, reorganization, insolvency, moratorium or other similar laws and other laws equitable principles of general applicability relating to or application affecting creditors’ the rights generally; and (ii) the application remedies of general principles of equity regardless of whether such enforceability is considered in a proceeding in equity or at law;creditors and secured parties. (e) There is no approvallitigation or proceeding pending, consentor to the knowledge of the Issuer after due inquiry threatened, authorizationagainst the Issuer, orderor affecting it, waiver, exemption, variance, registration, filing, notification, qualification, license, permit or other action is required to be obtained, given, made or taken, as which could adversely affect the case may be, with, from or by any regulatory body, administrative agency or governmental authority having jurisdiction over Issuer or any third party under any agreement to which Issuer is a party to authorize the execution and delivery by Issuer validity of this Loan Agreement, any the Indenture or the Bonds or the ability of the other Bond Documents Issuer to comply with its obligations under this Loan Agreement, the Indenture or the applicable Pricing Agreement, or the consummation by Issuer of the transactions contemplated hereby or thereby or the performance by each of Issuer of each of its obligations hereunder or thereunder;Bonds. (f) neither the execution or delivery by The Issuer of this Agreement, is not in default under any of the other Bond Documents or the applicable Pricing Agreement nor the consummation by Issuer of any provisions of the transactions contemplated hereby or thereby nor the performance by Issuer of its obligations hereunder or thereunder, including, without limitation, the pledge laws of the Qualified Loans (as such term is defined State which would affect its existence or its powers referred to in the Pledge Agreement) to Xxxxxx Mac, conflicts with or will conflict with, violates or will violate, results in or will result in a breach of, constitutes or will constitute a default under, or results in or will result in the imposition of any lien or encumbrance pursuant to any term or provision of the articles of incorporation or the bylaws of Issuer or any provision of any existing law or any rule or regulation currently applicable to Issuer or any judgment, order or decree of any court or any regulatory body, administrative agency or governmental authority having jurisdiction over Issuer or the terms of any mortgage, indenture, contract or other agreement to which Issuer is a party or by which Issuer or any of each of its properties is bound;preceding subsection (a). (g) there is no actionThe Issuer hereby finds and determines that, suit, proceeding or investigation before or by any court or any regulatory body, administrative agency or governmental authority presently pending or, to the actual knowledge of Issuer, threatened with respect to Issuer, this Agreement, any based on representations of the other Bond Documents or the applicable Pricing Agreement challenging the validity or enforceability of this AgreementCompany, any all requirements of the other Bond Documents Act have been complied with and that the refinancing of the Project and the refunding of a portion of the Series 1984 A Bonds through the issuance of the Bonds will further the public purposes of the Act. (h) No member, director, officer or official of the applicable Pricing AgreementIssuer has any interest (financial, employment or seeking to restrain, enjoin other) in the Company or otherwise prevent Issuer from engaging in its business as currently conducted or the consummation by Issuer of the transactions contemplated by this Agreement, any of the other Bond Documents or the applicable Pricing Agreement, or which, if adversely determined, would have a material adverse effect on Issuer’s financial condition or either of its ability to perform each of its obligations under this Agreement, any of the other Bond Documents or the applicable Pricing Agreement; (h) Issuer has (or will obtain through other affiliated companies directly or indirectly owned Loan Agreement which is prohibited by the REIT) the appropriate expertise, experience and qualifications to make agricultural mortgage loans similar to the mortgage loans (to the Borrowers) contemplated hereby;law. (i) no Material Adverse Change has occurred; (j) The Issuer has caused will apply the REIT to provide to Xxxxxx Mac a certification within 45 calendar days after proceeds from the end sale of the last Fiscal Quarter, substantially Bonds as specified in the form Indenture and this Loan Agreement. So long as any of Annex C attached hereto, certifying that the REIT is in compliance with Bonds remain outstanding and except as may be authorized by the following covenants (collectivelyIndenture, the “Financial Covenants”) as Issuer will not issue or sell any bonds or obligations, other than the Bonds, the principal of or interest on which will be payable from the property described in the granting clause of the end of such Fiscal Quarter: (i) Leverage Ratio of the REIT shall not be more than sixty-five percent (65%); (ii) the Fixed Charge Coverage Ratio of the REIT shall be at least 1.4; and (iii) the Tangible Net Worth of the REIT shall be at least equal to or greater than the Minimum Tangible Net Worth; provided, however, that this Financial Covenant shall not restrict the REIT from making the minimum dividend payments required to maintain its status as a real estate investment trust and such dividend payments shall not cause a violation of this Financial CovenantIndenture. (k) As to each Bond purchased by Purchaser, Issuer made a reasonable determination, as of the date on which the Purchaser purchased such Bond from Issuer, that the applicable Borrower under each Qualified Loan pledged to secure such Bond at the time of such purchase had sufficient repayment capacity to perform under such Qualified Loan without requiring repayment support from any other Borrower.

Representations of Issuer. The Issuer hereby represents to Xxxxxx Mac and the Purchaser that on the date hereof, on each date on which the Purchaser purchases a Bond from Issuer, and, for purposes of paragraph (j), as of the end of each Fiscal Quarter following the date hereofwarrants that: (a) The Issuer is an Illinois County validly created and existing under the laws of the State of Illinois, is authorized to enter into the transactions contemplated by this Agreement, the Indenture, the Bonds, the Bond Purchase Agreement and the Arbitrage Certificate (collectively, the "Bond Documents") and to carry out its obligations hereunder, and has been duly organized and is validly existing and in good standing in the jurisdiction of its organization; (b) Issuer has the limited liability company power and authority authorized to execute and deliver this Agreement, each the Indenture, the Bonds, the Intergovernmental Agreement, the Bond Purchase Agreement and the Arbitrage Certificate; (b) To provide funds to loan to the Borrower to finance costs of the other Bond Documents Project, the Issuer has authorized its Bonds to be issued upon the terms set forth in the Indenture, under the provisions of which the Issuer's interest in this Agreement and the applicable Pricing payments of principal, premium, if any, interest and other revenues hereunder (other than Unassigned Rights) and under the Note and are pledged and assigned to the Trustee as security for the payment of the principal of, premium, if any, and interest on the Bonds. The Issuer covenants that it has not and will not pledge or assign its interest in this Agreement, or the revenue and receipts derived pursuant to consummate this Agreement, excepting Unassigned Rights, other than to the transactions contemplated hereby and thereby and Trustee under the Indenture to perform each of its obligations hereunder and thereunder;secure the Bonds. (c) Issuer has taken all necessary limited liability company and other action to authorize Neither the Issuer's execution and delivery of this Agreement, each of Agreement or the other Bond Documents and the applicable Pricing AgreementDocuments, the its consummation by Issuer of the transactions transaction contemplated hereby on its part thereby, nor the Issuer's fulfillment or compliance with the terms and thereby conditions thereof conflicts with or results in a breach of the terms, conditions and provisions of any material restriction, agreement or instrument to which the performance Issuer is a party, or by Issuer which it or any of its obligations hereunder and thereunder;property is bound, or constitutes a default under any of the foregoing. (d) this AgreementNo board member, each officer or official of the other Bond Documents and Issuer has any pecuniary interest (financial, employment or otherwise) in the applicable Pricing Agreement have been duly authorized, executed and delivered by Issuer and constitute the legal, valid and binding obligations of Issuer, enforceable against Issuer in accordance with their respective terms, subject to: (i) applicable bankruptcy, reorganization, insolvency, moratorium and other laws of general applicability relating to or affecting creditors’ rights generally; and (ii) the application of general principles of equity regardless of whether such enforceability is considered in a proceeding in equity or at law; (e) no approval, consent, authorization, order, waiver, exemption, variance, registration, filing, notification, qualification, license, permit or other action is required to be obtained, given, made or taken, as the case may be, with, from or by any regulatory body, administrative agency or governmental authority having jurisdiction over Issuer or any third party under any agreement to which Issuer is a party to authorize the execution and delivery by Issuer of this Agreement, any of the other Bond Documents Borrower or the applicable Pricing Agreement, Project or the consummation by Issuer of the transactions contemplated hereby or thereby or the performance by each of Issuer of each of its obligations hereunder or thereunder; (f) neither the execution or delivery by Issuer of this Agreement, any of the other Bond Documents or the applicable Pricing Agreement nor the consummation by Issuer of any of the transactions contemplated hereby or thereby nor the performance by Issuer of its obligations hereunder or thereunder, including, without limitation, the pledge of the Qualified Loans (as such term is defined in the Pledge Agreement) to Xxxxxx Mac, conflicts with or will conflict with, violates or will violate, results in or will result in a breach of, constitutes or will constitute a default under, or results in or will result in the imposition of any lien or encumbrance pursuant to any term or provision of the articles of incorporation or the bylaws of Issuer or any provision of any existing law or any rule or regulation currently applicable to Issuer or any judgment, order or decree of any court or any regulatory body, administrative agency or governmental authority having jurisdiction over Issuer or the terms of any mortgage, indenture, contract or other agreement to which Issuer is a party or by which Issuer or any of each of its properties is bound; (g) there is no action, suit, proceeding or investigation before or by any court or any regulatory body, administrative agency or governmental authority presently pending or, to the actual knowledge of Issuer, threatened with respect to Issuer, this Agreement, any of the other Bond Documents or the applicable Pricing Agreement challenging the validity or enforceability of this Agreement, any of the other Bond Documents or the applicable Pricing Agreement, or seeking to restrain, enjoin or otherwise prevent Issuer from engaging in its business as currently conducted or the consummation by Issuer of the transactions contemplated by this Agreement, any of the other Bond Documents or the applicable Pricing Agreement, or which, if adversely determined, would have a material adverse effect on Issuer’s financial condition or either of its ability to perform each of its obligations under this Agreement, any of the other Bond Documents or the applicable Pricing Agreement; (h) Issuer has (or will obtain through other affiliated companies directly or indirectly owned by the REIT) the appropriate expertise, experience and qualifications to make agricultural mortgage loans similar to the mortgage loans (to the Borrowers) contemplated hereby; (i) no Material Adverse Change has occurred; (j) Issuer has caused the REIT to provide to Xxxxxx Mac a certification within 45 calendar days after the end of the last Fiscal Quarter, substantially in the form of Annex C attached hereto, certifying that the REIT is in compliance with the following covenants (collectively, the “Financial Covenants”) as of the end of such Fiscal Quarter: (i) Leverage Ratio of the REIT shall not be more than sixty-five percent (65%); (ii) the Fixed Charge Coverage Ratio of the REIT shall be at least 1.4; and (iii) the Tangible Net Worth of the REIT shall be at least equal to or greater than the Minimum Tangible Net Worth; provided, however, that this Financial Covenant shall not restrict the REIT from making the minimum dividend payments required to maintain its status as a real estate investment trust and such dividend payments shall not cause a violation of this Financial CovenantDocuments. (k) As to each Bond purchased by Purchaser, Issuer made a reasonable determination, as of the date on which the Purchaser purchased such Bond from Issuer, that the applicable Borrower under each Qualified Loan pledged to secure such Bond at the time of such purchase had sufficient repayment capacity to perform under such Qualified Loan without requiring repayment support from any other Borrower.

Representations of Issuer. The Issuer hereby represents to Xxxxxx Mac and the Purchaser that on the date hereof, on each date on which the Purchaser purchases a Bond from Issuer, and, for purposes of paragraph (j), as of the end of each Fiscal Quarter following the date hereoffollows: (a) The Issuer has been (i) is a body politic and corporate and a political subdivision of the Commonwealth, duly organized and is validly existing and in good standing in under the jurisdiction laws of its organization; the Commonwealth, (bii) Issuer has the limited liability company full power and authority to execute enter into and deliver this Agreement, each of the other Bond Documents and the applicable Pricing Agreement, to consummate the transactions contemplated hereby by this Loan Agreement, the Fifth Supplemental Lease and thereby and the Indenture, (iii) to perform each the best of its obligations hereunder and thereunder; knowledge is not in default under any provisions of the laws of the Commonwealth, (civ) Issuer by proper corporate action has taken all necessary limited liability company and other action to authorize duly authorized the execution and delivery of this Agreement, each of the other Bond Documents and the applicable Pricing Loan Agreement, the Bonds, the Fifth Supplemental Lease and the Indenture, and (v) had and continues to have full legal right, power and authority to enter into and consummate the transactions contemplated by the Lease. (b) Under existing statutes and decisions, no taxes on income or profits are imposed on the Issuer. The Issuer will not knowingly take or omit to take any action reasonably within its control that would impair the exclusion of interest on the Bonds from gross income for federal income tax purposes. (c) The execution and delivery by the Issuer of, and the consummation by the Issuer of the transactions contemplated hereby and thereby by, this Loan Agreement, the Fifth Supplemental Lease and the performance Indenture will not conflict with, result in a breach of or default under or (except with respect to the lien of the Indenture) result in the imposition of any lien on any property of the Issuer pursuant to the terms, conditions or provisions of any statute, order, rule, regulation, agreement or instrument to which the Issuer is a party or by Issuer of its obligations hereunder and thereunder;which it is bound. (d) Each of this Loan Agreement, each of the other Bond Documents Fifth Supplemental Lease and the applicable Pricing Agreement have Indenture has been duly authorized, executed and delivered by the Issuer and constitute constitutes the legal, valid and binding obligations obligation of Issuer, the Issuer enforceable against the Issuer in accordance with their respective its terms, subject to: (i) to applicable bankruptcy, reorganization, insolvency, moratorium reorganization and other similar laws of general applicability application relating to or affecting creditors’ ' rights generally; generally and (ii) subject to the application availability of general principles of equity regardless of whether such enforceability is considered in a proceeding in equity or at law;equitable remedies. (e) There is no approvallitigation or proceeding pending, consentor to the knowledge of the Issuer threatened, authorization, order, waiver, exemption, variance, registration, filing, notification, qualification, license, permit or other action is required to be obtained, given, made or taken, as which would adversely affect the case may be, with, from or by any regulatory body, administrative agency or governmental authority having jurisdiction over Issuer or any third party under any agreement to which Issuer is a party to authorize the execution and delivery by Issuer validity of this Loan Agreement, any the Lease, the Indenture or the Bonds or the ability of the other Bond Documents or the applicable Pricing Agreement, or the consummation by Issuer of the transactions contemplated hereby or thereby or the performance by each of Issuer of each of to comply with its obligations hereunder or thereunder;under them. (f) neither the execution or delivery by The Issuer of this Agreement, is not in default under any of the other Bond Documents or the applicable Pricing Agreement nor the consummation by Issuer of any provisions of the transactions contemplated hereby or thereby nor the performance by Issuer of its obligations hereunder or thereunder, including, without limitation, the pledge laws of the Qualified Loans Commonwealth which would affect its existence or its powers referred to in subsection (as such term is defined a) of this Section. The Revenues pledged under the Indenture have not been pledged in the Pledge Agreement) to Xxxxxx Mac, conflicts connection with or will conflict with, violates or will violate, results in or will result in a breach of, constitutes or will constitute a default under, or results in or will result in the imposition of any lien or encumbrance pursuant to any term or provision other obligation of the articles of incorporation or Issuer, and the bylaws of Issuer or any provision of any existing law or any rule or regulation currently applicable to Issuer or any judgment, order or decree of any court or any regulatory body, administrative agency or governmental authority having jurisdiction over Issuer or the terms of any mortgage, indenture, contract or other agreement to which Issuer is a party or by not in default under any other obligation which Issuer or any of each of its properties is bound; (g) there is no action, suit, proceeding or investigation before or by any court or any regulatory body, administrative agency or governmental authority presently pending or, to the actual knowledge of Issuer, threatened with respect to Issuer, this Agreement, any of the other Bond Documents or the applicable Pricing Agreement challenging the validity or enforceability of this Agreement, any of the other Bond Documents or the applicable Pricing Agreement, or seeking to restrain, enjoin or otherwise prevent Issuer from engaging in its business as currently conducted or the consummation by Issuer of would adversely affect the transactions contemplated by this Loan Agreement, any the Indenture or the Bonds. (g) The Issuer, at a meeting duly held in accordance with law, has found and determined that, based on representations of the other Bond Documents or the applicable Pricing AgreementCompany, or which, if adversely determined, would have a material adverse effect on Issuer’s financial condition or either of its ability to perform each of its obligations under this Agreement, any all requirements of the other Bond Documents or Act have been complied with and that the applicable Pricing Agreement;issuance of the Bonds to refund the 1992 Bonds is in furtherance of the purposes for which the Issuer was created. (h) No member, director, commissioner, officer or official of the Issuer having any interest (financial, employment or other) in the Company or the transactions contemplated by this Loan Agreement has (or will obtain through other affiliated companies directly or indirectly owned by participated in the REIT) the appropriate expertise, experience and qualifications to make agricultural mortgage loans similar to the mortgage loans (to the Borrowers) contemplated hereby;Issuer's approval of such transactions. (i) no Material Adverse Change has occurred;The Issuer will apply the proceeds from the sale of the Bonds as specified in the Indenture and this Loan Agreement. So long as any of the Bonds remain outstanding and except as may be authorized by the Indenture, the Issuer will not issue or sell any bonds or obligations, other than the Bonds, the principal of or premium, if any, or interest on which will be payable from this Loan Agreement or the property described in the granting clauses of the Indenture. (j) The Project is being leased by the Issuer has caused to the REIT to provide to Xxxxxx Mac a certification within 45 calendar days after Company under the end Lease, this Loan Agreement is being executed in connection with the Issuer's ownership of the last Fiscal QuarterProject, substantially in and the form of Annex C attached hereto, certifying that amounts payable by the REIT is in compliance with Company under this Loan Agreement are "revenues" within the following covenants (collectively, the “Financial Covenants”) as meaning of the end of such Fiscal Quarter: (i) Leverage Ratio of the REIT shall not be more than sixty-five percent (65%); (ii) the Fixed Charge Coverage Ratio of the REIT shall be at least 1.4; and (iii) the Tangible Net Worth of the REIT shall be at least equal to or greater than the Minimum Tangible Net Worth; provided, however, that this Financial Covenant shall not restrict the REIT from making the minimum dividend payments required to maintain its status as a real estate investment trust and such dividend payments shall not cause a violation of this Financial CovenantAct. (k) As to each Bond purchased by Purchaser, Issuer made a reasonable determination, as of the date on which the Purchaser purchased such Bond from Issuer, that the applicable Borrower under each Qualified Loan pledged to secure such Bond at the time of such purchase had sufficient repayment capacity to perform under such Qualified Loan without requiring repayment support from any other Borrower.

Representations of Issuer. The Issuer hereby represents to Xxxxxx Mac and the Purchaser that on the date hereof, on each date on which the Purchaser purchases a Bond from Issuer, and, for purposes of paragraph (j), as of the end of each Fiscal Quarter following the date hereoffollows: (a) The Issuer has been (1) is a corporate governmental agency constituting a body corporate and politic and a public benefit corporation duly organized and is validly existing and in good standing in under the jurisdiction laws of its organization; the State, (b2) Issuer has the limited liability company full power and authority to execute and deliver enter into the transactions contemplated by this Agreement, each the Tax Agreement, the Offering Agreement and by the Indenture and to carry out its obligations under this Agreement, the Tax Agreement, the Offering Agreement and the Indenture, including the issuance of the other Bond Documents Bonds, (3) is not in default under any provisions of the laws of the State and the applicable Pricing Agreement, to consummate the transactions contemplated hereby and thereby and to perform each of its obligations hereunder and thereunder; (c4) Issuer by proper corporate action has taken all necessary limited liability company and other action to authorize duly authorized the execution and delivery of this Agreement, each of the other Bond Documents and Bonds, the applicable Pricing Tax Agreement, the Offering Agreement and the Indenture. (b) Under existing statutes and decisions, no taxes on income or profits are imposed on the Issuer. The Issuer will not knowingly take or omit to take any action reasonably within its control which action or omission would impair the exclusion of interest paid on the Bonds from the federal gross income of the owners of the Bonds. (c) Neither the execution and delivery by the Issuer of this Agreement, the Indenture, the Tax Agreement or the Offering Agreement nor the consummation by the Issuer of the transactions contemplated hereby and or thereby and conflicts with, will result in a breach of or default under or will (except with respect to the performance lien of the Indenture) result in the imposition of any lien on any property of the Issuer pursuant to the terms, conditions or provisions of any statute, order, rule, regulation, agreement or instrument to which the Issuer is a party or by Issuer of its obligations hereunder and thereunder;which it is bound. (d) Each of this Agreement, each of the other Bond Documents Tax Agreement, the Offering Agreement and the applicable Pricing Agreement have Indenture has been duly authorized, executed and delivered by the Issuer and constitute each constitutes the legal, valid and binding obligations obligation of Issuer, the Issuer enforceable against the Issuer in accordance with their respective its terms, subject to: (i) applicable bankruptcy, reorganization, insolvency, moratorium and other laws of general applicability relating to or affecting creditors’ rights generally; and (ii) the application of general principles of equity regardless of whether such enforceability is considered in a proceeding in equity or at law;. (e) There is no approvallitigation or proceeding pending, consentor to the knowledge of the Issuer threatened, authorizationagainst the Issuer, orderor to the knowledge of the Issuer affecting it, waiver, exemption, variance, registration, filing, notification, qualification, license, permit or other action is required to be obtained, given, made or taken, as which would adversely affect the case may be, with, from or by any regulatory body, administrative agency or governmental authority having jurisdiction over Issuer or any third party under any agreement to which Issuer is a party to authorize the execution and delivery by Issuer validity of this Agreement, any the Indenture, the Tax Agreement, the Offering Agreement or the Bonds or the ability of the other Bond Documents Issuer to comply with its obligations under this Agreement, the Indenture, the Tax Agreement, the Offering Agreement or the applicable Pricing Agreement, or the consummation by Issuer of the transactions contemplated hereby or thereby or the performance by each of Issuer of each of its obligations hereunder or thereunder;Bonds. (f) neither the execution or delivery by The Issuer of this Agreement, is not in default under any of the other Bond Documents or the applicable Pricing Agreement nor the consummation by Issuer of any provisions of the transactions contemplated hereby or thereby nor the performance by Issuer of its obligations hereunder or thereunder, including, without limitation, the pledge laws of the Qualified Loans (as such term is defined State which would affect its existence or its powers referred to in the Pledge Agreement) to Xxxxxx Mac, conflicts with or will conflict with, violates or will violate, results in or will result in a breach of, constitutes or will constitute a default under, or results in or will result in the imposition of any lien or encumbrance pursuant to any term or provision of the articles of incorporation or the bylaws of Issuer or any provision of any existing law or any rule or regulation currently applicable to Issuer or any judgment, order or decree of any court or any regulatory body, administrative agency or governmental authority having jurisdiction over Issuer or the terms of any mortgage, indenture, contract or other agreement to which Issuer is a party or by which Issuer or any of each of its properties is bound;preceding subsection (a). (g) there is no actionThe Issuer hereby finds and determines that, suit, proceeding or investigation before or by any court or any regulatory body, administrative agency or governmental authority presently pending or, to the actual knowledge of Issuer, threatened with respect to Issuer, this Agreement, any based on representations of the other Bond Documents or the applicable Pricing Agreement challenging the validity or enforceability of this AgreementCompany, any all requirements of the other Bond Documents Act have been complied with and that the financing of the Project through the issuance of the Bonds will further the public purposes of the Act. (h) No member, director, officer or official of the applicable Pricing AgreementIssuer has any interest (financial, employment or seeking to restrain, enjoin other) in the Company or otherwise prevent Issuer from engaging in its business as currently conducted or the consummation by Issuer of the transactions contemplated by this Agreement, any of the other Bond Documents or the applicable Pricing Agreement, or which, if adversely determined, would have a material adverse effect on Issuer’s financial condition or either of its ability to perform each of its obligations under this Agreement, any of the other Bond Documents or the applicable Pricing Agreement; (h) Issuer has (or will obtain through other affiliated companies directly or indirectly owned by the REIT) the appropriate expertise, experience and qualifications to make agricultural mortgage loans similar to the mortgage loans (to the Borrowers) contemplated hereby;. (i) no Material Adverse Change has occurred;The Issuer will apply the proceeds from the sale of the Bonds as specified in the Indenture and this Agreement. So long as any of the Bonds remain outstanding and except as may be authorized by the Indenture, the Issuer will not issue or sell any bonds or obligations, other than the Bonds, the principal of or premium, if any, or interest on which will be payable from the property described in the granting clause of the Indenture. (j) Issuer has caused The Project will be wholly located within the REIT to provide to Xxxxxx Mac a certification within 45 calendar days after the end Town of the last Fiscal QuarterKingxxxxx, substantially in the form of Annex C attached heretoXxshington County, certifying that the REIT is in compliance with the following covenants (collectively, the “Financial Covenants”) as of the end of such Fiscal Quarter: (i) Leverage Ratio of the REIT shall not be more than sixty-five percent (65%); (ii) the Fixed Charge Coverage Ratio of the REIT shall be at least 1.4; and (iii) the Tangible Net Worth of the REIT shall be at least equal to or greater than the Minimum Tangible Net Worth; provided, however, that this Financial Covenant shall not restrict the REIT from making the minimum dividend payments required to maintain its status as a real estate investment trust and such dividend payments shall not cause a violation of this Financial CovenantNew York. (k) As to each Bond purchased by Purchaser, Issuer made a reasonable determination, as The representations and warranties of the date Issuer contained in the Offering Agreement are incorporated by reference herein and are true and correct in all material respects on which the Purchaser purchased such Bond from Issuer, that the applicable Borrower under each Qualified Loan pledged to secure such Bond at the time of such purchase had sufficient repayment capacity to perform under such Qualified Loan without requiring repayment support from any other BorrowerClosing Date.

Representations of Issuer. The Issuer hereby represents to Xxxxxx Mac and the Purchaser that on the date hereof, on each date on which the Purchaser purchases a Bond from Issuer, and, for purposes of paragraph (j), as of the end of each Fiscal Quarter following the date hereoffollows: (a) The Issuer has been (1) is a body corporate and politic and a governmental instrumentality duly organized and is validly existing and in good standing in under the jurisdiction laws of its organization; the State, (b2) Issuer has the limited liability company full power and authority to execute and deliver this Agreement, each of the other Bond Documents and the applicable Pricing Agreement, to consummate enter into the transactions contemplated hereby by this Loan Agreement and thereby by the Indenture and to perform each of carry out its obligations hereunder under this Loan Agreement and thereunder; the Indenture, including the issuance of the Bonds and (c3) Issuer by proper corporate action has taken all necessary limited liability company and other action to authorize duly authorized the execution and delivery of this Agreement, each of the other Bond Documents and the applicable Pricing Loan Agreement, the Bonds and the Indenture. (b) Under existing statutes and decisions, no taxes on income or profits are imposed on the Issuer. The Issuer will not knowingly take or omit to take any action reasonably within its control which action or omission would impair the exclusion of interest paid on the Bonds from the federal gross income of the owners of the Bonds. (c) Neither the execution and delivery by the Issuer of this Loan Agreement nor the consummation by the Issuer of the transactions contemplated hereby and thereby and by this Loan Agreement conflicts with, will result in a breach of or default under or will (except with respect to the performance lien of the Indenture) result in the imposition of any lien on any property of the Issuer pursuant to the terms, conditions or provisions of any statute, order, rule, regulation, agreement or instrument to which the Issuer is a party or by Issuer of its obligations hereunder and thereunder;which it is bound. (d) Each of this Agreement, each of the other Bond Documents Loan Agreement and the applicable Pricing Agreement have Indenture has been duly authorized, executed and delivered by the Issuer and constitute each constitutes the legal, valid and binding obligations obligation of Issuer, the Issuer enforceable against the Issuer in accordance with their respective its terms, subject to: (i) applicable except to the extent that the enforcement thereof may be limited by laws relating to bankruptcy, insolvency, reorganization, insolvency, moratorium or other similar laws and other laws equitable principles of general applicability relating to or application affecting creditors’ the rights generally; and (ii) the application remedies of general principles of equity regardless of whether such enforceability is considered in a proceeding in equity or at law;creditors and secured parties. (e) There is no approvallitigation or proceeding pending, consentor to the knowledge of the Issuer after due inquiry threatened, authorizationagainst the Issuer, orderor affecting it, waiver, exemption, variance, registration, filing, notification, qualification, license, permit or other action is required to be obtained, given, made or taken, as which could adversely affect the case may be, with, from or by any regulatory body, administrative agency or governmental authority having jurisdiction over Issuer or any third party under any agreement to which Issuer is a party to authorize the execution and delivery by Issuer validity of this Loan Agreement, any the Indenture or the Bonds or the ability of the other Bond Documents Issuer to comply with its obligations under this Loan Agreement, the Indenture or the applicable Pricing Agreement, or the consummation by Issuer of the transactions contemplated hereby or thereby or the performance by each of Issuer of each of its obligations hereunder or thereunder;Bonds. (f) neither the execution or delivery by The Issuer of this Agreement, is not in default under any of the other Bond Documents or the applicable Pricing Agreement nor the consummation by Issuer of any provisions of the transactions contemplated hereby or thereby nor the performance by Issuer of its obligations hereunder or thereunder, including, without limitation, the pledge laws of the Qualified Loans (as such term is defined State which would affect its existence or its powers referred to in the Pledge Agreement) to Xxxxxx Mac, conflicts with or will conflict with, violates or will violate, results in or will result in a breach of, constitutes or will constitute a default under, or results in or will result in the imposition of any lien or encumbrance pursuant to any term or provision of the articles of incorporation or the bylaws of Issuer or any provision of any existing law or any rule or regulation currently applicable to Issuer or any judgment, order or decree of any court or any regulatory body, administrative agency or governmental authority having jurisdiction over Issuer or the terms of any mortgage, indenture, contract or other agreement to which Issuer is a party or by which Issuer or any of each of its properties is bound;preceding subsection (a). (g) there is no actionThe Issuer hereby finds and determines that, suit, proceeding or investigation before or by any court or any regulatory body, administrative agency or governmental authority presently pending or, to the actual knowledge of Issuer, threatened with respect to Issuer, this Agreement, any based on representations of the other Bond Documents or the applicable Pricing Agreement challenging the validity or enforceability of this AgreementCompany, any all requirements of the other Bond Documents Act have been complied with and that the refinancing of the Project and the refunding of a portion of the Series 1984 B Bonds through the issuance of the Bonds will further the public purposes of the Act. (h) No member, director, officer or official of the applicable Pricing AgreementIssuer has any interest (financial, employment or seeking to restrain, enjoin other) in the Company or otherwise prevent Issuer from engaging in its business as currently conducted or the consummation by Issuer of the transactions contemplated by this Agreement, any of the other Bond Documents or the applicable Pricing Agreement, or which, if adversely determined, would have a material adverse effect on Issuer’s financial condition or either of its ability to perform each of its obligations under this Agreement, any of the other Bond Documents or the applicable Pricing Agreement; (h) Issuer has (or will obtain through other affiliated companies directly or indirectly owned Loan Agreement which is prohibited by the REIT) the appropriate expertise, experience and qualifications to make agricultural mortgage loans similar to the mortgage loans (to the Borrowers) contemplated hereby;law. (i) no Material Adverse Change has occurred; (j) The Issuer has caused will apply the REIT to provide to Xxxxxx Mac a certification within 45 calendar days after proceeds from the end sale of the last Fiscal Quarter, substantially Bonds as specified in the form Indenture and this Loan Agreement. So long as any of Annex C attached hereto, certifying that the REIT is in compliance with Bonds remain outstanding and except as may be authorized by the following covenants (collectivelyIndenture, the “Financial Covenants”) as Issuer will not issue or sell any bonds or obligations, other than the Bonds, the principal of or interest on which will be payable from the property described in the granting clause of the end of such Fiscal Quarter: (i) Leverage Ratio of the REIT shall not be more than sixty-five percent (65%); (ii) the Fixed Charge Coverage Ratio of the REIT shall be at least 1.4; and (iii) the Tangible Net Worth of the REIT shall be at least equal to or greater than the Minimum Tangible Net Worth; provided, however, that this Financial Covenant shall not restrict the REIT from making the minimum dividend payments required to maintain its status as a real estate investment trust and such dividend payments shall not cause a violation of this Financial CovenantIndenture. (k) As to each Bond purchased by Purchaser, Issuer made a reasonable determination, as of the date on which the Purchaser purchased such Bond from Issuer, that the applicable Borrower under each Qualified Loan pledged to secure such Bond at the time of such purchase had sufficient repayment capacity to perform under such Qualified Loan without requiring repayment support from any other Borrower.

Representations of Issuer. The Issuer hereby represents to Xxxxxx Mac and the Purchaser that on the date hereof, on each date on which the Purchaser purchases a Bond from Issuer, and, for purposes of paragraph (j), as of the end of each Fiscal Quarter following the date hereoffollows: (a) The Issuer has been (1) is a political subdivision duly organized and is validly existing and in good standing in under the jurisdiction laws of its organization; the State, (b2) Issuer has the limited liability company full power and authority to execute and deliver this Agreement, each of the other Bond Documents and the applicable Pricing Agreement, to consummate enter into the transactions contemplated hereby by this Loan Agreement and thereby by the Indenture and to perform each of carry out its obligations hereunder under this Loan Agreement and thereunder; the Indenture, including the issuance of the Bonds, (c3) Issuer is not in default under any provisions of the laws of the State and (4) by proper corporate action has taken all necessary limited liability company and other action to authorize duly authorized the execution and delivery of this Agreement, each of the other Bond Documents and the applicable Pricing Loan Agreement, the Bonds and the Indenture. (b) Under existing statutes and decisions, no taxes on income or profits are imposed on the Issuer. The Issuer will not knowingly take or omit to take any action reasonably within its control which action or omission would impair the exclusion of interest paid on the Bonds from the federal gross income of the owners of the Bonds. (c) Neither the execution and delivery by the Issuer of this Loan Agreement nor the consummation by the Issuer of the transactions contemplated hereby and thereby and by this Loan Agreement conflicts with, will result in a breach of or default under or will (except with respect to the performance lien of the Indenture) result in the imposition of any lien on any property of the Issuer pursuant to the terms, conditions or provisions of any statute, order, rule, regulation, agreement or instrument to which the Issuer is a party or by Issuer of its obligations hereunder and thereunder;which it is bound. (d) Each of this Agreement, each of the other Bond Documents Loan Agreement and the applicable Pricing Agreement have Indenture has been duly authorized, executed and delivered by the Issuer and constitute each constitutes the legal, valid and binding obligations obligation of Issuer, the Issuer enforceable against the Issuer in accordance with their respective its terms, subject to: (i) applicable bankruptcy, reorganization, insolvency, moratorium and other laws of general applicability relating to or affecting creditors’ rights generally; and (ii) the application of general principles of equity regardless of whether such enforceability is considered in a proceeding in equity or at law;. (e) There is no approvallitigation or proceeding pending, consentor to the knowledge of the Issuer threatened, authorizationagainst the Issuer, orderor to the knowledge of the Issuer affecting it, waiver, exemption, variance, registration, filing, notification, qualification, license, permit or other action is required to be obtained, given, made or taken, as which would adversely affect the case may be, with, from or by any regulatory body, administrative agency or governmental authority having jurisdiction over Issuer or any third party under any agreement to which Issuer is a party to authorize the execution and delivery by Issuer validity of this Loan Agreement, any the Indenture or the Bonds or the ability of the other Bond Documents Issuer to comply with its obligations under this Loan Agreement, the Indenture or the applicable Pricing Agreement, or the consummation by Issuer of the transactions contemplated hereby or thereby or the performance by each of Issuer of each of its obligations hereunder or thereunder;Bonds. (f) neither the execution or delivery by The Issuer of this Agreement, is not in default under any of the other Bond Documents or the applicable Pricing Agreement nor the consummation by Issuer of any provisions of the transactions contemplated hereby or thereby nor the performance by Issuer of its obligations hereunder or thereunder, including, without limitation, the pledge laws of the Qualified Loans (as such term is defined State which would affect its existence or its powers referred to in the Pledge Agreement) to Xxxxxx Mac, conflicts with or will conflict with, violates or will violate, results in or will result in a breach of, constitutes or will constitute a default under, or results in or will result in the imposition of any lien or encumbrance pursuant to any term or provision of the articles of incorporation or the bylaws of Issuer or any provision of any existing law or any rule or regulation currently applicable to Issuer or any judgment, order or decree of any court or any regulatory body, administrative agency or governmental authority having jurisdiction over Issuer or the terms of any mortgage, indenture, contract or other agreement to which Issuer is a party or by which Issuer or any of each of its properties is bound;preceding subsection (a). (g) there is no actionThe Issuer hereby finds and determines that, suit, proceeding or investigation before or by any court or any regulatory body, administrative agency or governmental authority presently pending or, to the actual knowledge of Issuer, threatened with respect to Issuer, this Agreement, any based on representations of the other Bond Documents or the applicable Pricing Agreement challenging the validity or enforceability of this AgreementCompany, any all requirements of the Act have been complied with and that the refinancing of the Project through the issuance of the Bonds will further the public purposes of the Act. (h) No member, director, officer or official of the Issuer has any pecuniary interest in any employment, financing, agreement or other Bond Documents contract with the Company or the applicable Pricing Agreement, or seeking to restrain, enjoin or otherwise prevent Issuer from engaging in its business as currently conducted or the consummation by Issuer of the transactions contemplated by this Loan Agreement, any of the other Bond Documents or the applicable Pricing Agreement, or which, if adversely determined, would have a material adverse effect on Issuer’s financial condition or either of its ability to perform each of its obligations under this Agreement, any of the other Bond Documents or the applicable Pricing Agreement; (h) Issuer has (or will obtain through other affiliated companies directly or indirectly owned by the REIT) the appropriate expertise, experience and qualifications to make agricultural mortgage loans similar to the mortgage loans (to the Borrowers) contemplated hereby;. (i) no Material Adverse Change has occurred; (j) The Issuer has caused will apply the REIT to provide to Xxxxxx Mac a certification within 45 calendar days after proceeds from the end sale of the last Fiscal Quarter, substantially Bonds as specified in the form Indenture and this Loan Agreement. So long as any of Annex C attached hereto, certifying that the REIT is in compliance with Bonds remain outstanding and except as may be authorized by the following covenants (collectivelyIndenture, the “Financial Covenants”) as Issuer will not issue or sell any bonds or obligations, other than the Bonds, the principal of or interest on which will be payable from the property described in the granting clause of the end of such Fiscal Quarter: (i) Leverage Ratio of the REIT shall not be more than sixty-five percent (65%); (ii) the Fixed Charge Coverage Ratio of the REIT shall be at least 1.4; and (iii) the Tangible Net Worth of the REIT shall be at least equal to or greater than the Minimum Tangible Net Worth; provided, however, that this Financial Covenant shall not restrict the REIT from making the minimum dividend payments required to maintain its status as a real estate investment trust and such dividend payments shall not cause a violation of this Financial CovenantIndenture. (k) As to each Bond purchased by Purchaser, Issuer made a reasonable determination, as of the date on which the Purchaser purchased such Bond from Issuer, that the applicable Borrower under each Qualified Loan pledged to secure such Bond at the time of such purchase had sufficient repayment capacity to perform under such Qualified Loan without requiring repayment support from any other Borrower.