Common use of Representations of the Issuer Clause in Contracts

Representations of the Issuer. The Issuer makes the following representations as the basis for its undertakings herein contained: (a) The Issuer is a body corporate and politic and a public instrumentality of the State of New York duly created under the Act. (b) The Bonds will be issued under and secured by an Indenture, pursuant to which the Issuer’s interest in this Agreement with respect to the Bonds (except certain rights of the Issuer to payment for expenses and indemnification) will be pledged to the Trustee as security for payment of the principal of, premium, if any, and interest on the Bonds. (c) All Revenues to be derived by the Issuer under this Agreement and the rights of the Issuer hereunder (except for indemnification rights and the rights of the Issuer to receive fees and reimbursement of its expenses and to receive notices) have been assigned to the Trustee pursuant to the Indenture to provide for the payment of the Bonds. The Issuer has not pledged and will not pledge any interest in this Agreement for any purpose other than to secure the Bonds under the Indenture. (d) The Issuer has made the required findings under the Act with respect to the issuance of the Bonds and the execution of this Agreement. (e) No director of the Issuer has any pecuniary interest in the Company. (f) The Issuer has designated a share of the State ceiling on private activity bonds in connection with the issuance of the Bonds. (g) The Issuer has full power and authority to consummate all transactions contemplated by this Agreement, the Bonds and the Indenture and any and all other agreements relating thereto. (h) The Issuer makes no representation or warranty concerning the suitability of the Project for the purpose for which it is being undertaken by the Company. The Issuer has not made any independent investigation as to the feasibility or creditworthiness of the Company. Any bond purchaser, assignee of this Agreement or any other party with any interest in this transaction, shall make its own independent investigation as to the creditworthiness and feasibility of the Project, independent of any representation or warranties of the Issuer.

Representations of the Issuer. The Issuer makes the following representations as the basis for the undertakings on its undertakings part herein contained: (a) The Issuer is a body corporate public corporation duly organized and politic validly existing under the Constitution and a public instrumentality laws of the State State. The Issuer has the power, pursuant to the provisions of New York duly created under the Act, to enter into the transactions contemplated by this Agreement and to carry out its obligations hereunder. By proper action of the Issuer, the Issuer has been duly authorized to execute and deliver this Agreement and the Indenture. (b) To finance a portion of the Cost of the Project, the Issuer will issue its Bonds, which will mature, bear interest and be subject to redemption as set forth in the Indenture. (c) The Bonds will are to be issued under and secured by an the Indenture, pursuant to which certain of the Issuer’s interest interests in this Agreement with respect to the Bonds (except certain rights of the Issuer to payment for expenses and indemnification) will be pledged to the Trustee as security for payment of the principal of, premium, if any, and interest on the Bonds. (c) All Revenues to be derived by the Issuer under this Agreement and the rights of the Issuer hereunder (except for indemnification rights and the rights of the Issuer to receive fees and reimbursement of its expenses and to receive notices) have been assigned to the Trustee pursuant to the Indenture to provide for the payment of the Bonds. The Issuer has not pledged and will not pledge any interest in this Agreement for any purpose other than to secure the Bonds under the Indenture. (d) The Issuer has made not and will not pledge or otherwise transfer its interest in this Agreement other than to the required findings Trustee to secure the Bonds. (e) The Issuer, to its knowledge, is not in default under any of the provisions of the laws of the State which default would affect its existence or its powers referred to in subsection (a) of this Section 2.1. (f) The issuance of the Bonds for the purpose of financing Cost of the Project will further the public purposes of the Act. (g) The Company qualifies as an eligible company within the meaning of the Act. (h) All requirements of the Act have been complied with respect to in connection with the issuance and sale of the Bonds and the execution of this AgreementAgreement and the Indenture. (ei) No director official or officer of the Issuer has any pecuniary interest interest, financial, employment or otherwise, in the Company. (f) The Issuer has designated a share Company or in the transactions contemplated hereby, prohibited by any statute or rule of law of the State ceiling on private activity bonds in connection with the issuance of the BondsState. (g) The Issuer has full power and authority to consummate all transactions contemplated by this Agreement, the Bonds and the Indenture and any and all other agreements relating thereto. (h) The Issuer makes no representation or warranty concerning the suitability of the Project for the purpose for which it is being undertaken by the Company. The Issuer has not made any independent investigation as to the feasibility or creditworthiness of the Company. Any bond purchaser, assignee of this Agreement or any other party with any interest in this transaction, shall make its own independent investigation as to the creditworthiness and feasibility of the Project, independent of any representation or warranties of the Issuer.

Representations of the Issuer. The Issuer makes the following representations as the basis for its undertakings herein contained:following (a) The Issuer is a body corporate public entity duly organized and politic and a public instrumentality validly existing under the laws of the State State. Under the provisions of New York duly created under the Act, the Issuer has the power to enter into the transactions contemplated by this Agreement and the Indenture and to carry out its obligations hereunder. By proper action, the Issuer has been duly authorized to execute, deliver and duly perform its obligations under this Agreement and the Indenture. (b) To finance and refinance the Costs of the Project and certain Costs of Issuance, the Issuer will issue the Bonds, which will mature, bear interest and be subject to redemption as set forth in the Indenture. (c) The Bonds will be issued under and secured by an the Indenture, pursuant to which the Issuer’s interest in this Agreement with respect to the Bonds (except certain rights of the Issuer to payment for expenses and indemnification) will be pledged and assigned to the Trustee as security for payment of the principal of, premium, if any, and interest on the Bonds. (c) All Revenues to be derived by the Issuer under this Agreement and the rights of the Issuer hereunder (except for indemnification rights and the rights of the Issuer to receive fees and reimbursement of its expenses Bonds and to receive notices) have been assigned to the Trustee pursuant to the Indenture to provide Bank, on a basis subordinate thereto, as security for the payment of the Bonds. obligations of the Borrower under the Reimbursement Agreement. (d) The Issuer has not pledged and will not pledge any its interest in this Agreement for any purpose other than to secure the Bonds under the Indenture. (d) The Issuer has made Indenture and the required findings obligations of the Borrower under the Act with respect to the issuance of the Bonds and the execution of this Reimbursement Agreement. (e) No director The Issuer is not in default under any of the Issuer has any pecuniary interest provisions of the laws of the State which default would affect its existence or its powers referred to in the CompanySection 2.01(a). (f) The Issuer has designated a share found and determined and hereby finds and determines that (i) the Loan to be made hereunder with the proceeds of the State ceiling on private activity bonds in connection with Bonds will promote the issuance purposes of the BondsFinancing Act by providing funds to finance the Construction of the Project; and (ii) said Loan is in the public interest, serves the public purposes and meets the requirements of the Financing Act. (g) The No member, officer or other official of the Issuer has full power and authority to consummate all any financial interest whatsoever in the Borrower or in the transactions contemplated by this Agreement, the Bonds Agreement and the Indenture and any and all other agreements relating theretoIndenture. (h) The Neither the execution and delivery of this Agreement, the Indenture, the Purchase Contract, dated November 18, 2008, between the Issuer makes no representation and Gates Capital Corporation, as underwriter (the “Purchase Contract”) or warranty concerning the suitability Tax Regulatory Agreement, the consummation of the Project for transactions contemplated hereby or thereby, nor the purpose for fulfillment of or compliance with the terms and conditions of this Agreement, the Indenture, the Purchase Contract or the Tax Regulatory Agreement, conflict with or result in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Issuer is now a party or by which it is being undertaken by the Company. The Issuer has not made bound or constitute a default under any independent investigation as to the feasibility or creditworthiness of the Company. Any bond purchaserforegoing or result in the creation or imposition of any prohibited lien, assignee charge or encumbrance of this Agreement or any other party with nature whatsoever upon any interest in this transaction, shall make its own independent investigation as to the creditworthiness and feasibility of the Project, independent property or assets of the Issuer under the terms of any representation instrument or warranties of the Issueragreement.

Representations of the Issuer. The Issuer makes the following representations as the basis for its undertakings herein contained: (a) The Issuer is a body corporate an entity within the Trade and politic and a public instrumentality Commerce Agency of the State State. Under the provisions of New York duly created under the Act, the Issuer has the power to enter into the transactions contemplated by this Agreement and the Indenture and to carry out its obligations hereunder. By proper action, the Issuer has been duly authorized to execute, deliver and duly perform its obligations under this Agreement and the Indenture. (b) To finance the Costs of the Project and certain Costs of Issuance, the Issuer will issue the Bonds, which will mature, bear interest and be subject to redemption as set forth in the Indenture. (c) The Bonds will be issued under and secured by an the Indenture, pursuant to which the Issuer’s interest in this Agreement with respect to the Bonds (except certain rights of the Issuer to payment for expenses and indemnification) will be pledged and assigned to the Trustee as security for payment of the principal of, premium, if any, and interest on the Bonds. (c) All Revenues to be derived by the Issuer under this Agreement and the rights of the Issuer hereunder (except for indemnification rights and the rights of the Issuer to receive fees and reimbursement of its expenses Bonds and to receive notices) have been assigned to the Trustee pursuant to the Indenture to provide Bank, on a basis subordinate thereto, as security for the payment of the Bonds. obligations of the Borrower under the Credit Agreement. (d) The Issuer has not pledged and will not pledge any its interest in this Agreement for any purpose other than to secure the Bonds under the Indenture. (d) The Issuer has made Indenture and the required findings obligations of the Borrower under the Act with respect to the issuance of the Bonds and the execution of this Credit Agreement. (e) No director The Issuer is not in default under any of the Issuer has any pecuniary interest provisions of the laws of the State which default would affect its existence or its powers referred to in the Companysubsection (a) of this Section. (f) The Issuer has designated a share found and determined and hereby finds and determines that (i) the Loan to be made hereunder with the proceeds of the State ceiling on private activity bonds in connection with Bonds will promote the issuance purposes of the BondsAct by providing funds to finance the Construction of the Project; and (ii) said Loan is in the public interest, serves the public purposes and meets the requirements of the Act. (g) The No member, officer or other official of the Issuer has full power and authority to consummate all any financial interest whatsoever in the Borrower or in the transactions contemplated by this Agreement, the Bonds Agreement and the Indenture and any and all other agreements relating theretoIndenture. (h) The Issuer makes no representation Neither the execution and delivery of this Agreement, the Indenture, the Purchase Contract or warranty concerning the suitability Tax Regulatory Agreement, the consummation of the Project for transactions contemplated hereby or thereby, nor the purpose for fulfillment of or compliance with the terms and conditions of this Agreement, the Indenture, the Purchase Contract or the Tax Regulatory Agreement, conflict with or result in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Issuer is now a party or by which it is being undertaken by the Company. The Issuer has not made bound or constitute a default under any independent investigation as to the feasibility or creditworthiness of the Company. Any bond purchaserforegoing or result in the creation or imposition of any prohibited lien, assignee charge or encumbrance of this Agreement or any other party with nature whatsoever upon any interest in this transaction, shall make its own independent investigation as to the creditworthiness and feasibility of the Project, independent property or assets of the Issuer under the terms of any representation instrument or warranties of the Issueragreement.

Representations of the Issuer. The Issuer makes the following representations and warranties as the basis for its undertakings herein containedcovenants herein: (a1) The Issuer is a body corporate home rule charter city, municipal corporation, and politic political subdivision duly organized and a public instrumentality existing under its charter and the Constitution and laws of the State of New York duly created under and is authorized to issue the Subordinate Bonds to finance the Project pursuant to the Act. (b2) In authorizing the Project, the Issuer’s purpose is, and in its judgment the effect thereof will be, to promote the public welfare by providing a multifamily rental housing development within the meaning of the Act and assisting individuals and their families within the City to obtain decent, safe and sanitary housing at rentals they can afford, and facilitating the development of rental housing opportunities for residents of the City. (3) A public hearing on the proposal to finance the Project was called and held on August 27, 2018, at which time all persons who appeared were given an opportunity to express their views with respect to the proposal to undertake and finance the Project. (4) The Bonds will be issued under issuance and secured by an sale of the Subordinate Bonds, the execution and delivery of this Loan Agreement, the Indenture, pursuant the Regulatory Agreement, the Bond Purchase Agreement, and the Assignment of Subordinate Mortgage, and the performance of all covenants and agreements of the Issuer contained in this Loan Agreement, the Regulatory Agreement, the Bond Purchase Agreement, the Assignment of Subordinate Mortgage, and the Indenture and of all other acts and things required under the Constitution and laws of the State to which make this Loan Agreement, the Indenture and the Subordinate Bonds valid and binding obligations of the Issuer in accordance with their terms, are authorized by the Act and have been duly authorized by a resolution of the governing body of the Issuer adopted at a meeting thereof duly called and held on August 27, 2018 by the affirmative vote of not less than a majority of the governing body’s members. (5) Under the provisions of the Indenture, the Issuer’s interest in this Loan Agreement with respect to the Bonds (except for certain rights of the Issuer to payment for expenses reserved or unassigned rights) and indemnification) will be certain payments due hereunder are pledged and assigned to the Trustee as security for the payment of the principal and purchase price of, interest, and premium, if any, and interest on the Subordinate Bonds. (c) All Revenues to be derived by the Issuer under this Agreement and the rights of the Issuer hereunder (except for indemnification rights and the rights of the Issuer to receive fees and reimbursement of its expenses and to receive notices) have been assigned to the Trustee pursuant to the Indenture to provide for the payment of the Bonds. The Issuer has not pledged and will not pledge any interest in this Agreement for any purpose other than to secure the Bonds under the Indenture. (d) The Issuer has made the required findings under the Act with respect to the issuance of the Bonds and the execution of this Agreement. (e) No director of the Issuer has any pecuniary interest in the Company. (f) The Issuer has designated a share of the State ceiling on private activity bonds in connection with the issuance of the Bonds. (g) The Issuer has full power and authority to consummate all transactions contemplated by this Agreement, the Bonds and the Indenture and any and all other agreements relating thereto. (h) The Issuer makes no representation or warranty concerning the suitability of the Project for the purpose for which it is being undertaken by the Company. The Issuer has not made any independent investigation as to the feasibility or creditworthiness of the Company. Any bond purchaser, assignee of this Agreement or any other party with any interest in this transaction, shall make its own independent investigation as to the creditworthiness and feasibility of the Project, independent of any representation or warranties of the Issuer.

Representations of the Issuer. The Issuer makes the following representations as the basis for the undertakings on its undertakings part herein contained: (a) The Issuer is a public body corporate and politic and a public instrumentality of the State of New York duly created and existing under the provisions of the Act. (b) Under the provisions of the Act, the Issuer has the power to enter into the transactions contemplated by this Agreement and to carry out its obligations hereunder. By proper corporate action the Issuer has been duly authorized to execute and deliver the Issuer Documents. The Issuer has all rights pursuant to the State Lease necessary to grant to the Company the rights granted hereunder. (c) The Issuer has found and does hereby declare that the issuance of the Bonds, the use of the proceeds from the sale of the Bonds (whether derived directly or indirectly from the issuance of the Bonds) to directly or indirectly finance, in whole or in part, Costs of acquiring, constructing, equipping and installing the Project to promote economic development and job creation and to facilitate a property tax incentive for the Company and the provision of the same to the Company by usufruct and/or bailment for hire and sale of the same to the Company are in furtherance of the public purposes for which the Issuer was created. (d) To directly or indirectly finance, in whole or in part, the Costs of the Project, the Issuer proposes to issue the Bonds which will mature, bear interest and be subject to redemption as set forth in the Bond Resolution. (e) The Bonds will are to be issued under and secured by an Indenturethe Bond Resolution, pursuant to which the Issuer’s interest in rights under this Agreement with respect to the Bonds (except certain rights of Reserved Rights), and the Issuer to payment for expenses and indemnification) Security will be pledged to the Trustee as security for payment of the principal of, premium, if any, of and interest on the Bonds. (cf) All Revenues to be derived by the Issuer under this Agreement and the rights actions of the Issuer hereunder (except for indemnification rights and the rights of the Issuer to receive fees and reimbursement of its expenses and to receive notices) have been assigned to the Trustee pursuant to the Indenture to provide for the payment of the Bonds. The Issuer has not pledged and will not pledge any interest in this Agreement for any purpose other than to secure the Bonds under the Indenture. (d) The Issuer has made the required findings under the Act with respect to the issuance of the Bonds were taken at meetings held after due notice given in accordance with the Issuer’s procedures and the execution provisions of this Agreement. (e) No director law, which were open to the public and at which a majority of the Issuer has any pecuniary interest Issuer’s directors or members was present and acting throughout, and said actions appear of public record in the Company. (f) The Issuer has designated a share of the State ceiling on private activity bonds in connection with the issuance of the Bonds. (g) The Issuer has full power and authority to consummate all transactions contemplated by this Agreement, the Bonds and the Indenture and any and all other agreements relating thereto. (h) The Issuer makes no representation or warranty concerning the suitability of the Project for the purpose for which it is being undertaken by the Company. The Issuer has not made any independent investigation as to the feasibility or creditworthiness of the Company. Any bond purchaser, assignee of this Agreement or any other party with any interest in this transaction, shall make its own independent investigation as to the creditworthiness and feasibility of the Project, independent of any representation or warranties minute books of the Issuer.

Representations of the Issuer. The Issuer makes the following representations and warranties as the basis for its undertakings herein containedcovenants herein: (a1) The Issuer is a body corporate home rule charter city, municipal corporation, and politic political subdivision duly organized and a public instrumentality existing under its charter and the Constitution and laws of the State of New York duly created under and is authorized to issue the Subordinate Bonds to finance the Project pursuant to the Act. (b2) In authorizing the Project, the Issuer’s purpose is, and in its judgment the effect thereof will be, to promote the public welfare by providing a senior rental housing development within the meaning of the Act and assisting seniors within the City to obtain decent, safe and sanitary housing at rentals they can afford, and facilitating the development of rental housing opportunities for residents of the City. (3) A public hearing on the proposal to finance the Project was called and held on August 27, 2018, at which time all persons who appeared were given an opportunity to express their views with respect to the proposal to undertake and finance the Project. (4) The Bonds will be issued under issuance and secured by an sale of the Subordinate Bonds, the execution and delivery of this Loan Agreement, the Indenture, pursuant the Regulatory Agreement, the Bond Purchase Agreement, and the Assignment of Subordinate Mortgage, and the performance of all covenants and agreements of the Issuer contained in this Loan Agreement, the Regulatory Agreement, the Bond Purchase Agreement, the Assignment of Subordinate Mortgage, and the Indenture and of all other acts and things required under the Constitution and laws of the State to which make this Loan Agreement, the Indenture and the Subordinate Bonds valid and binding obligations of the Issuer in accordance with their terms, are authorized by the Act and have been duly authorized by a resolution of the governing body of the Issuer adopted at a meeting thereof duly called and held on August 27, 2018 by the affirmative vote of not less than a majority of the governing body’s members. (5) Under the provisions of the Indenture, the Issuer’s interest in this Loan Agreement with respect to the Bonds (except for certain rights of the Issuer to payment for expenses reserved or unassigned rights) and indemnification) will be certain payments due hereunder are pledged and assigned to the Trustee as security for the payment of the principal and purchase price of, interest, and premium, if any, and interest on the Subordinate Bonds. (c) All Revenues to be derived by the Issuer under this Agreement and the rights of the Issuer hereunder (except for indemnification rights and the rights of the Issuer to receive fees and reimbursement of its expenses and to receive notices) have been assigned to the Trustee pursuant to the Indenture to provide for the payment of the Bonds. The Issuer has not pledged and will not pledge any interest in this Agreement for any purpose other than to secure the Bonds under the Indenture. (d) The Issuer has made the required findings under the Act with respect to the issuance of the Bonds and the execution of this Agreement. (e) No director of the Issuer has any pecuniary interest in the Company. (f) The Issuer has designated a share of the State ceiling on private activity bonds in connection with the issuance of the Bonds. (g) The Issuer has full power and authority to consummate all transactions contemplated by this Agreement, the Bonds and the Indenture and any and all other agreements relating thereto. (h) The Issuer makes no representation or warranty concerning the suitability of the Project for the purpose for which it is being undertaken by the Company. The Issuer has not made any independent investigation as to the feasibility or creditworthiness of the Company. Any bond purchaser, assignee of this Agreement or any other party with any interest in this transaction, shall make its own independent investigation as to the creditworthiness and feasibility of the Project, independent of any representation or warranties of the Issuer.

Representations of the Issuer. The Issuer Issuer, in reliance, in part, upon the opinion of Bond Counsel, makes the following representations and warranties as the basis for the undertaking on its undertakings part herein contained:. (a) The Issuer is a body corporate consolidated local government and politic and a public instrumentality political subdivision of the State Commonwealth of New York duly created under Kentucky. Pursuant to the Act, the Issuer has the power to issue the Bonds, to enter into this Agreement and the transactions contemplated hereby, and to carry out its obligations hereunder. The Issuer is not in default under or in violation of the Constitution or any of the laws of the Commonwealth or any charter which authorizes its de jure existence or is relevant to the issuance of the Bonds or the consummation of the transactions contemplated hereby or in connection with such issuance, and has been duly authorized to issue the Bonds and to execute and deliver this Agreement. The Issuer agrees that it will do or cause to be done in a timely manner all things necessary to preserve and keep in full force and effect, and to carry out the terms of, this Agreement and the terms of the Indenture. (b) The Bonds Issuer has determined that the Project constitutes and will constitute an activity permitted to be issued under and secured by an Indenture, financed pursuant to which the Issuer’s Act and that the financing of the Project is in the public interest in this Agreement with respect and for a public purpose. The Issuer will acquire title to the Bonds (except certain rights of Project and the Issuer to payment for expenses Project Site and indemnification) will be pledged lease the same to the Trustee as security for payment of Lessee pursuant to the principal of, premium, if any, Act and interest on the Bondsthis Agreement. (c) All Revenues to be derived by the Issuer under this Agreement and the rights of the Issuer hereunder (except for indemnification rights and the rights of the Issuer to receive fees and reimbursement of its expenses and to receive notices) have been assigned to the Trustee pursuant to the Indenture to provide for the payment of the Bonds. The Issuer has not pledged found and will not pledge any interest in this Agreement for any purpose other than to secure the Bonds under the Indenture. (d) The Issuer determined and hereby finds and determines that it has made the required findings under complied with all requirements of the Act as may be applicable with respect to the issuance of the Bonds and the execution of this Agreement. (d) The Issuer agrees to use and apply the net proceeds of the Bonds to assist in the acquisition, construction, equipping and installation of the Project and to lease the Project to the Lessee pursuant to the Agreement to the end that the purposes of the Act may be accomplished. (e) To accomplish the foregoing, the Issuer agrees to issue the Bonds following the execution of this Agreement, on such terms and conditions as are set forth in the Indenture. The net proceeds from the issuance of the Bonds shall be applied, upon direction of the Lessee for application, to the payment or satisfaction of the Project Costs. (f) No director official of the Issuer has any pecuniary material interest whatsoever in the Company. (f) The Issuer has designated a share of Lessee or in the State ceiling on private activity bonds in connection with the issuance of the Bondstransactions contemplated by this Agreement. (g) The Issuer has full power Neither the execution and authority to consummate all transactions contemplated by this Agreement, the Bonds and the Indenture and any and all other agreements relating thereto. (h) The Issuer makes no representation or warranty concerning the suitability of the Project for the purpose for which it is being undertaken by the Company. The Issuer has not made any independent investigation as to the feasibility or creditworthiness of the Company. Any bond purchaser, assignee delivery of this Agreement or any other party with any interest in this transactionthe Indenture, shall make its own independent investigation as to the creditworthiness and feasibility consummation of the Projecttransactions contemplated hereby or thereby, independent nor the fulfillment of or compliance with the terms and conditions of this Agreement or the Indenture, materially conflict with or result in a material breach of any representation or warranties of the Issuerterms, conditions or provisions of any restriction or any agreement or instrument to which the Issuer is now a party or by which it is bound or constitute a material default under any of the foregoing or result in the creation or imposition of any prohibited lien, charge or encumbrance of any material nature upon any of the property or assets of the Issuer under the terms of any instrument or agreement.

Representations of the Issuer. The Issuer makes the following representations to the Borrower as the basis for its undertakings herein contained: (a) The Issuer is a public body corporate and politic created and a public instrumentality of the State of New York duly created existing under the Act, having those powers enumerated under the Act. Based upon representations of the Borrower, the Project constitutes a “project” within the meaning of the Act. Under the provisions of the Act, the Issuer has the power to enter into the transactions contemplated by this Agreement and the Indenture and to carry out its obligations hereunder and under the Indenture. By proper action, the Issuer has duly authorized the execution, delivery and performance of its obligations under this Agreement and the Indenture pursuant to a resolution of the Issuer adopted on February 25, 2014. (b) The Bonds will be issued under and secured by an the Indenture, pursuant to which the Revenues derived by the Issuer hereunder and the Issuer’s interest in rights under this Agreement with respect to the Bonds (except certain rights of the Unassigned Issuer to payment for expenses and indemnificationRights) will be pledged to the Trustee as security for payment of the principal of, premium, if any, and interest on the Bonds. (c) All Revenues to be derived by the Issuer under . The Issuer, immediately following execution and delivery hereof, shall assign this Agreement and the rights of the all amounts payable hereunder, except certain Unassigned Issuer hereunder (except for indemnification rights and the rights of the Issuer to receive fees and reimbursement of its expenses and to receive notices) have been assigned Rights, to the Trustee pursuant to the Indenture to provide Trustee, in trust as security for the payment of the Bonds. , to be held and applied pursuant to the provisions of the Indenture. (c) The Issuer has not pledged and will not pledge any interest in this Agreement for any purpose other than to secure the Bonds under the Indenture. The Bonds constitute the only bonds or other obligations of the Issuer in any manner payable from the Revenues to be derived from this Agreement, and except for the Bonds, no bonds or other obligations have been or will be issued on the basis of this Agreement. (d) All public hearings by, authorizations, consents, and approvals of, and registrations or filings with, governmental bodies or agencies (other than approvals which might be required under the securities laws of any jurisdiction) required for the delivery, issuance and sale by the Issuer of the Bonds and the execution and delivery by the Issuer of this Agreement and the Indenture, or in connection with the carrying out by the Issuer of the obligations hereunder and thereunder, have been obtained or made and are in full force and effect. No representation is made herein as to compliance with the securities or “blue sky” laws of any jurisdiction. (e) The Issuer has made the required findings under found and determined and hereby finds and determines that all requirements of the Act with respect to the issuance of the Bonds and the execution of this Agreement. (e) No director Agreement have been complied with and that issuing the Bonds and entering into this Agreement will be in furtherance of the Issuer has any pecuniary interest in purposes of the CompanyAct. (f) The Issuer has designated a share No director, member, officer or other official of the State ceiling on private activity bonds Issuer is employed by the Borrower or has any interest in connection with the issuance of the Bonds. (g) The Issuer has full power and authority to consummate all transactions contemplated by this Agreement, the Bonds and the Indenture and any and all other agreements relating thereto. (hg) The Issuer makes no representation or warranty concerning the suitability of the Project for the purpose for which it is being undertaken by the CompanyBorrower. The Issuer has not made any independent investigation as to the feasibility or creditworthiness of the CompanyBorrower. Any bond purchaser, assignee of this Agreement or any other party with any interest in this transaction, shall should make its own independent investigation as to the creditworthiness and feasibility of the Project, independent of any representation or warranties of the Issuer. (h) The execution and delivery of, and the performance of the obligations and agreements of the Issuer set forth in this Agreement, the Indenture and the Bonds are within the power and authority of the Issuer and have been duly authorized by the Issuer and will not contravene any provision of any judgment, order or decree to which the Issuer is subject or contravene or constitute a default under any contract, agreement or other instrument to which the Issuer is a party. (i) The Issuer is not in violation of the Act or, to its knowledge, any existing law, rule or regulation applicable to it which would affect its existence or the matters referred to in the preceding subsections (a) through (h). (j) All actions of the Issuer with respect to the issuance of the Bonds occurred at meetings held after notice given in accordance with the Issuer’s procedures and applicable law, which were open to the public and at which quorums were present and acting throughout, and said actions appear of public record in the minute books of the Issuer. (k) There is no default of the Issuer in the payment of the principal of or interest on any of its indebtedness for borrowed money or under any instrument or instruments or agreements under and subject to which any indebtedness for borrowed money has been incurred which does or could reasonably be expected to affect the validity and enforceability of the Indenture, the Bonds or this Agreement or the ability of the Issuer to perform its obligations thereunder or hereunder, and no event has occurred and is continuing under the provisions of any such instrument or agreement which constitutes or, with the lapse of time or the giving of notice, or both, would constitute such a default. (l) With respect to the Bonds, there are no other obligations of the Issuer that have been, are being or will be (i) sold at substantially the same time (i.e., less than 15 days apart), (ii) sold pursuant to the same plan of financing, and (iii) reasonably expected to be paid from substantially the same source of funds. (m) To the best of its knowledge, no litigation, inquiry or investigation of any kind in or by any judicial or administrative court or agency is pending or threatened against the Issuer with respect to (i) the organization and existence of the Issuer, (ii) its authority to execute or deliver the Indenture, the Bonds or this Agreement or to perform its obligations thereunder, (iii) the validity or enforceability of any of such instruments or the transactions contemplated thereby, (iv) the title of any officer of the Issuer who executed such instruments, or (v) any authority or proceedings related to the execution and delivery of such instruments on behalf of the Issuer. No such authority or proceedings have been repealed, revoked, rescinded or amended and all are in full force and effect. (n) The Issuer will, upon the written direction of the Borrower, take all steps specified in such directions as are required to be taken by the Issuer in connection with the computation and payment of rebatable arbitrage in accordance with Section 148(f) of the Code and Section 1.148-3 of the Regulations, including, but not limited to, the execution by the Issuer for filing by the Borrower of Internal Revenue Service Form 8038-T or any successor form required by such sections. The Issuer may conclusively rely on the directions of the Borrower with regard to any actions to be taken by it pursuant to this Section and shall have no liability for any consequences of any failure of the Borrower to supply accurate or sufficient directions or for the Bonds becoming “arbitrage bonds” as a result of compliance with such directions.

Representations of the Issuer. The Issuer makes the following representations as the basis for its undertakings herein containedand warranties: (a) The Issuer is a political subdivision and body corporate and politic and a public instrumentality is authorized by the Act and the Bond Resolution authorizing the issuance of the State Bonds to enter into the transactions contemplated by this Agreement and to carry out its obligations hereunder, and by proper action of New York its governing body has been duly created under authorized to execute and deliver this Agreement, the Indenture, the Placement Agreement and the Bonds and this Agreement, the Indenture, the Placement Agreement and the Bonds have been duly executed and delivered by the Issuer and are valid and binding obligations of the Issuer enforceable in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, or other laws affecting the enforcement of creditors' rights generally and general principles of equity. (b) All of the proceedings approving this Agreement, the Bond Resolution and the Indenture were conducted by the Issuer at meetings which fully complied with the Act. (bc) The Bonds will are to be issued under and secured by an the Indenture, pursuant to which certain of the Issuer’s interest 's interests in this Agreement with respect Agreement, and the revenues and receipts to the Bonds (except certain rights of be derived by the Issuer pursuant to payment for expenses and indemnification) this Agreement, will be pledged and assigned to the Trustee as security for payment of the principal or purchase price of, premium, if any, and interest on the Bonds. (c) All Revenues to be derived by the Issuer under this Agreement and the rights of the Issuer hereunder (except for indemnification rights and the rights of the Issuer to receive fees and reimbursement of its expenses and to receive notices) have been assigned to the Trustee pursuant to the Indenture to provide for the payment of the Bonds. The Issuer covenants that it has not pledged and will not pledge any or assign its interest in this Agreement for any purpose Agreement, or the revenues and receipts derived pursuant to this Agreement, excepting Unassigned Rights, other than to the Trustee under the Indenture to secure the Bonds under the IndentureBonds. (d) The Issuer has made the required findings under the Act with respect to the issuance of the Bonds and Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement conflicts with or results in a breach of the terms, conditions or provisions of any material restriction, agreement or instrument to which the Issuer is a party, or by which it or any of its property is bound, or constitutes a default under any of the foregoing. (e) No director officer, employee or member of the Issuer has is directly or indirectly a party to or in any pecuniary interest manner whatsoever interested in the Company. (f) The Issuer has designated a share of the State ceiling on private activity bonds in connection with the issuance of the Bonds. (g) The Issuer has full power and authority to consummate all transactions contemplated by this Agreement, the Placement Agreement, the Bonds and or the Indenture and any and all other agreements relating theretoproceedings related thereunder. (h) The Issuer makes no representation or warranty concerning the suitability of the Project for the purpose for which it is being undertaken by the Company. The Issuer has not made any independent investigation as to the feasibility or creditworthiness of the Company. Any bond purchaser, assignee of this Agreement or any other party with any interest in this transaction, shall make its own independent investigation as to the creditworthiness and feasibility of the Project, independent of any representation or warranties of the Issuer.

Representations of the Issuer. The Issuer makes the following representations and warranties as the basis for the undertakings on its undertakings part herein contained: (a) The Issuer is a body corporate and politic and a public instrumentality and agency of the State of New York Iowa and is authorized to enter into the transactions contemplated by this Agreement, the Indenture, the Land Use Restriction Agreement and the Bond Purchase Agreement, and to carry out its obligations hereunder and thereunder. By proper action the Issuer has duly created authorized the execution and delivery of the Bonds, this Agreement, the Indenture, the Land Use Restriction Agreement and the Bond Purchase Agreement and the performance of its obligations under this Agreement, the ActIndenture, the Land Use Restriction Agreement, the Bond Purchase Agreement and the Bonds. (b) The Bonds will be issued under Neither the execution and secured by an delivery of the Bonds, this Agreement, the Indenture, pursuant the Land Use Restriction Agreement or the Bond Purchase Agreement, the consummation of the transactions contemplated hereby and thereby nor the fulfillment of or compliance with the terms and conditions or provisions of the Bonds, this Agreement, the Indenture or the Bond Purchase Agreement conflicts with or results in the breach of any of the terms, conditions or provisions of any constitutional provision or statute of the State or of any agreement or instrument or judgment, order or decree to which the Issuer’s interest Issuer is now a party or by which it or its property is bound or constitutes a default under any of the foregoing or results in this Agreement with respect to the Bonds (except certain rights creation or imposition of any prohibited lien, charge or encumbrance of any nature upon any property or assets of the Issuer to payment for expenses and indemnification) will be pledged to under the Trustee as security for payment terms of the principal of, premium, if any, and interest on the Bondsany instrument or agreement. (c) All Revenues The Issuer is issuing the Bonds to enable the Borrower to obtain moneys which will be derived by the Issuer under this Agreement and the rights used, together with certain other moneys of the Issuer hereunder Borrower, to (except for indemnification rights and the rights i) finance a portion of the Issuer to receive fees and reimbursement costs of its expenses and to receive notices) have been assigned to the Trustee pursuant to the Indenture to provide for the payment rehabilitation of the Bonds. The Issuer has not pledged Project, (ii) refinance certain existing indebtedness incurred in connection with the Project and will not pledge any interest in this Agreement for any purpose other than to secure the Bonds under the Indenture. (diii) The Issuer has made the required findings under the Act with respect to the issuance of the Bonds and the execution of this Agreement. (e) No director of the Issuer has any pecuniary interest in the Company. (f) The Issuer has designated a share of the State ceiling on private activity bonds pay certain expenses incurred in connection with the issuance of the Bonds. (d) There is no action, suit, proceeding, inquiry or investigation pending or, to the knowledge of the Issuer, threatened against the Issuer by or before any court, governmental agency or public board or body, which (i) affects or questions the existence or the territorial jurisdiction of the Issuer or the title to the office of any officer or member of the governing body of the Issuer; (ii) affects or seeks to prohibit, restrain or enjoin the execution and delivery of this Agreement, the Indenture or the Bond Purchase Agreement or the issuance, execution or delivery of the Bonds; (iii) affects or questions the validity or enforceability of this Agreement, the Indenture, the Bond Purchase Agreement or the Bonds; or (iv) questions the power or authority of the Issuer to perform its obligations under the Bonds, this Agreement, the Indenture or the Bond Purchase Agreement. (e) The Issuer has taken all action and has complied with all provisions of law with respect to the execution, delivery and performance of this Agreement, the Bonds, the Indenture and the Bond Purchase Agreement and the due authorization of the consummation of the transactions contemplated hereby and thereby, and this Agreement, the Bonds, the Indenture and the Bond Purchase Agreement have been duly executed and delivered by, the Issuer. (f) The Issuer has not pledged and will not pledge or grant any security interest in its interest in, to or under this Agreement and the payments made hereunder and thereunder, or the revenues or income to be derived by the Issuer hereunder and thereunder for any purpose other than to secure the Bonds. (g) The Issuer has full power and authority to consummate all transactions contemplated by this Agreement, will not knowingly engage in any activity which will result in the interest on any Series 2007A Bonds and the Indenture and any and all other agreements relating thereto. (h) The Issuer makes no representation or warranty concerning the suitability of the Project for the purpose for which it is being undertaken by the Company. The Issuer has not made any independent investigation as issued becoming taxable to the feasibility holders thereof under Federal or creditworthiness of the Company. Any bond purchaser, assignee of this Agreement or any other party with any interest in this transaction, shall make its own independent investigation as to the creditworthiness and feasibility of the Project, independent of any representation or warranties of the IssuerState income tax laws.

Representations of the Issuer. The Issuer makes the following representations as the basis for its undertakings herein contained: (a) The Issuer is a body corporate an entity within the Trade and politic and a public instrumentality Commerce Agency of the State State. Under the provisions of New York duly created under the Act, the Issuer has the power to enter into the transactions contemplated by this Agreement and the Indenture and to carry out its obligations hereunder. By proper action, the Issuer has been duly authorized to execute, deliver and duly perform its obligations under this Agreement and the Indenture. (b) To finance the Costs of the Project and certain Costs of Issuance, the Issuer will issue the Bonds, which will mature, bear interest and be subject to redemption as set forth in the Indenture. (c) The Bonds will be issued under and secured by an the Indenture, pursuant to which the Issuer’s 's interest in this Agreement with respect to the Bonds (except certain rights of the Issuer to payment for expenses and indemnification) will be pledged and assigned to the Trustee as security for payment of the principal of, premium, if any, and interest on the Bonds. (c) All Revenues to be derived by the Issuer under this Agreement and the rights of the Issuer hereunder (except for indemnification rights and the rights of the Issuer to receive fees and reimbursement of its expenses Bonds and to receive notices) have been assigned to the Trustee pursuant to the Indenture to provide Bank, on a basis subordinate thereto, as security for the payment of the Bonds. obligations of the Borrower under the Credit Agreement. (d) The Issuer has not pledged and will not pledge any its interest in this Agreement for any purpose other than to secure the Bonds under the Indenture. (d) The Issuer has made Indenture and the required findings obligations of the Borrower under the Act with respect to the issuance of the Bonds and the execution of this Credit Agreement. (e) No director The Issuer is not in default under any of the Issuer has any pecuniary interest provisions of the laws of the State which default would affect its existence or its powers referred to in the Companysubsection (a) of this Section. (f) The Issuer has designated a share found and determined and hereby finds and determines that (i) the Loan to be made hereunder with the proceeds of the State ceiling on private activity bonds in connection with Bonds will promote the issuance purposes of the BondsAct by providing funds to finance the Construction of the Project; and (ii) said Loan is in the public interest, serves the public purposes and meets the requirements of the Act. (g) The No member, officer or other official of the Issuer has full power and authority to consummate all any financial interest whatsoever in the Borrower or in the transactions contemplated by this Agreement, the Bonds Agreement and the Indenture and any and all other agreements relating theretoIndenture. (h) The Issuer makes no representation Neither the execution and delivery of this Agreement, the Indenture, the Purchase Contract or warranty concerning the suitability Tax Regulatory Agreement, the consummation of the Project for transactions contemplated hereby or thereby, nor the purpose for fulfillment of or compliance with the terms and conditions of this Agreement, the Indenture, the Purchase Contract or the Tax Regulatory Agreement, conflict with or result in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Issuer is now a party or by which it is being undertaken by the Company. The Issuer has not made bound or constitute a default under any independent investigation as to the feasibility or creditworthiness of the Company. Any bond purchaserforegoing or result in the creation or imposition of any prohibited lien, assignee charge or encumbrance of this Agreement or any other party with nature whatsoever upon any interest in this transaction, shall make its own independent investigation as to the creditworthiness and feasibility of the Project, independent property or assets of the Issuer under the terms of any representation instrument or warranties of the Issueragreement.

Representations of the Issuer. The Issuer makes the following representations as the basis for its undertakings herein contained: (a) The Issuer is a body corporate and politic and a public instrumentality of the State of New York Vermont duly created under the Act. (b) The Bonds will be issued under and secured by an Indenture, pursuant to which the Issuer’s interest in this Agreement with respect to the Bonds (except certain rights of the Issuer to payment for expenses and indemnification) will be pledged to the Trustee as security for payment of the principal of, premium, if any, and interest on the Bonds. (c) All Revenues to be derived by the Issuer under this Agreement and the rights of the Issuer hereunder (except for indemnification rights and the rights of the Issuer to receive fees and reimbursement of its expenses and to receive notices) have been assigned to the Trustee pursuant to the Indenture to provide for the payment of the Bonds. The Issuer has not pledged and will not pledge any interest in this Agreement for any purpose other than to secure the Bonds under the Indenture. (d) The Issuer has made the required findings under the Act with respect to the issuance of the Bonds and the execution of this Agreement. (e) No director of the Issuer has any pecuniary interest in the Company. (f) The Issuer has designated a share of the State ceiling on private activity bonds in connection with the issuance of the Bonds. (g) The Issuer has full power and authority to consummate all transactions contemplated by this Agreement, the Bonds and the Indenture and any and all other agreements relating thereto. (h) The Issuer makes no representation or warranty concerning the suitability of the Project for the purpose for which it is being undertaken by the Company. The Issuer has not made any independent investigation as to the feasibility or creditworthiness of the Company. Any bond purchaser, assignee of this Agreement or any other party with any interest in this transaction, shall make its own independent investigation as to the creditworthiness and feasibility of the Project, independent of any representation or warranties of the Issuer.

Representations of the Issuer. The Issuer makes the following representations to the Borrower as the basis for its undertakings herein contained: (a) The Issuer is a body corporate constituted authority and politic non-profit industrial development corporation created and a public instrumentality of the State of New York duly created existing under the Act, having those powers enumerated under the Act. Based upon representations of the Borrower, the Project constitutes a “project” within the meaning of the Act. Under the provisions of the Act, the Issuer has the power to enter into the transactions contemplated by this Agreement and the Indenture and to carry out its obligations hereunder and under the Indenture. By proper action, the Issuer has duly authorized the execution, delivery and performance of its obligations under this Agreement and the Indenture. (b) The Bonds will be issued under and secured by an the Indenture, pursuant to which the Revenues derived by the Issuer hereunder and the Issuer’s interest in rights under this Agreement with respect to the Bonds (except certain rights of the Unassigned Issuer to payment for expenses and indemnificationRights) will be pledged to the Trustee as security for payment of the principal of, premium, if any, and interest on the Bonds. (c) All Revenues to be derived by Bonds and as security for the Issuer payment of the obligations of the Borrower under the Reimbursement Agreement, if any. The Issuer, immediately following execution and delivery hereof, shall assign the Note, this Agreement and the rights of the all amounts payable hereunder, except certain Unassigned Issuer hereunder (except for indemnification rights and the rights of the Issuer to receive fees and reimbursement of its expenses and to receive notices) have been assigned Rights, to the Trustee pursuant to the Indenture to provide Trustee, in trust as security for the payment of the Bonds. , to be held and applied pursuant to the provisions of the Indenture. (c) The Issuer has not pledged and will not pledge any interest in this Agreement or the Note for any purpose other than to secure the Bonds under the IndentureIndenture and the obligations of the Borrower under a Reimbursement Agreement, if any. The Bonds constitute the only bonds or other obligations of the Issuer in any manner payable from the Revenues to be derived from this Agreement, and except for the Bonds, no bonds or other obligations have been or will be issued on the basis of this Agreement. (d) All public hearings by, authorizations, consents, and approvals of, and registrations or filings with, governmental bodies or agencies (other than approvals which might be required under the securities laws of any jurisdiction) required for the delivery, issuance and sale by the Issuer of the Bonds and the execution and delivery by the Issuer of this Agreement and the Indenture, or in connection with the carrying out by the Issuer of the obligations hereunder and thereunder, have been obtained or made and are in full force and effect. No representation is made herein as to compliance with the securities or “blue sky” laws of any jurisdiction. (e) The Issuer has made the required findings under found and determined and hereby finds and determines that all requirements of the Act with respect to the issuance of the Bonds and the execution of this Agreement. (e) No director Agreement have been complied with and that issuing the Bonds and entering into this Agreement will be in furtherance of the Issuer has any pecuniary interest in purposes of the CompanyAct. (f) The Issuer has designated a share No director, member, officer or other official of the State ceiling on private activity bonds Issuer is employed by the Borrower or has any interest in connection with the issuance of the Bonds. (g) The Issuer has full power and authority to consummate all transactions contemplated by this Agreement, the Bonds and the Indenture and any and all other agreements relating thereto. (hg) The Issuer makes no representation or warranty concerning the suitability of the Project for the purpose for which it is being undertaken by the CompanyBorrower. The Issuer has not made any independent investigation as to the feasibility or creditworthiness of the CompanyBorrower. Any bond purchaser, assignee of this Agreement or any other party with any interest in this transaction, shall should make its own independent investigation as to the creditworthiness and feasibility of the Project, independent of any representation or warranties of the Issuer. (h) The execution and delivery of, and the performance of the obligations and agreements of the Issuer set forth in this Agreement, the Indenture and the Bonds are within the power and authority of the Issuer and have been duly authorized by the Issuer and will not contravene any provision of any judgment, order or decree to which the Issuer is subject or contravene or constitute a default under any contract, agreement or other instrument to which the Issuer is a party. (i) The Issuer is not in violation of the Act or, to its knowledge, any existing law, rule or regulation applicable to it which would affect its existence or the matters referred to in the preceding subsections (a) through (h). (j) All actions of the Issuer with respect to the issuance of the Bonds occurred at meetings held after notice given in accordance with the Issuer’s procedures and applicable law, which were open to the public and at which quorums were present and acting throughout, and said actions appear of public record in the minute books of the Issuer. (k) There is no default of the Issuer in the payment of the principal of or interest on any of its indebtedness for borrowed money or under any instrument or instruments or agreements under and subject to which any indebtedness for borrowed money has been incurred which does or could reasonably be expected to affect the validity and enforceability of the Indenture, the Bonds or this Agreement or the ability of the Issuer to perform its obligations thereunder or hereunder, and no event has occurred and is continuing under the provisions of any such instrument or agreement which constitutes or, with the lapse of time or the giving of notice, or both, would constitute such a default. (l) With respect to the Bonds, there are no other obligations of the Issuer that have been, are being or will be (i) sold at substantially the same time (i.e., less than 15 days apart), (ii) sold pursuant to the same plan of financing, and (iii) reasonably expected to be paid from substantially the same source of funds. (m) To the best of its knowledge, no litigation, inquiry or investigation of any kind in or by any judicial or administrative court or agency is pending or threatened against the Issuer with respect to (i) the organization and existence of the Issuer, (ii) its authority to execute or deliver the Indenture, the Bonds or this Agreement or to perform its obligations thereunder or to assign the Note, (iii) the validity or enforceability of any of such instruments or the transactions contemplated thereby, (iv) the title of any officer of the Issuer who executed such instruments, or (v) any authority or proceedings related to the execution and delivery of such instruments on behalf of the Issuer. No such authority or proceedings have been repealed, revoked, rescinded or amended and all are in full force and effect. (n) The Issuer will, upon the written direction of the Borrower, take all steps specified in such directions as are required to be taken by the Issuer in connection with the computation and payment of rebatable arbitrage in accordance with Section 148(f) of the Code and Section 1.148-3 of the Regulations, including, but not limited to, the execution by the Issuer for filing by the Borrower of Internal Revenue Service Form 8038-T or any successor form required by such sections. The Issuer may conclusively rely on the directions of the Borrower with regard to any actions to be taken by it pursuant to this Section and shall have no liability for any consequences of any failure of the Borrower to supply accurate or sufficient directions or for the Bonds becoming “arbitrage bonds” as a result of compliance with such directions.

Representations of the Issuer. The Issuer makes the following representations as the basis for its undertakings herein contained: (a) The Issuer is a body corporate constituted authority and politic non-profit industrial development corporation created and a public instrumentality of the State of New York duly created existing under the Act, having those powers enumerated under the Act. Based upon representations of the Borrower, the Project constitutes a “project” within the meaning of the Act. Under the provisions of the Act, the Issuer has the power to enter into the transactions contemplated by this Agreement and the Indenture and to carry out its obligations hereunder. By proper action, the Issuer has duly authorized the execution, delivery and performance of its obligations under this Agreement and the Indenture. (b) The Bonds will be issued under and secured by an the Indenture, pursuant to which the Revenues derived by the Issuer hereunder and the Issuer’s interest in rights under this Agreement with respect to the Bonds (except certain rights of the Unassigned Issuer to payment for expenses and indemnificationRights) will be pledged to the Trustee as security for payment of the principal of, premium, if any, and interest on the Bonds, and as security for the payment of the obligations of the Borrower under the Reimbursement Agreement, if any. The Issuer has assigned the Note to the Trustee as security for payment of the Bonds. (c) All Revenues to be derived by the Issuer under this Agreement and the rights of the Issuer hereunder (except for indemnification rights and the rights of the Issuer to receive fees and reimbursement of its expenses and to receive notices) have been assigned to the Trustee pursuant to the Indenture to provide for the payment of the Bonds. The Issuer has not pledged and will not pledge any interest in this Agreement or in the Note for any purpose other than to secure the Bonds under the IndentureIndenture and the obligations of the Borrower under the Reimbursement Agreement, if any. The Bonds constitute the only bonds or other obligations of the Issuer in any manner payable from the Revenues to be derived from this Agreement, and except for the Bonds, no bonds or other obligations have been or will be issued on the basis of this Agreement. (d) All public hearings by, authorizations, consents, and approvals of, and registrations or filings with, governmental bodies or agencies (other than approvals which might be required under the securities laws of any jurisdiction) required for the delivery, issuance and sale by the Issuer of the Bonds and the execution and delivery by the Issuer of this Agreement and the Indenture, or in connection with the carrying out by the Issuer of the obligations hereunder and thereunder, have been obtained or made and are in full force and effect. (e) The Issuer has made the required findings under found and determined and hereby finds and determines that all requirements of the Act with respect to the issuance of the Bonds and the execution of this Agreement. (e) No director Agreement have been complied with and that issuing the Bonds and entering into this Agreement will be in furtherance of the Issuer has any pecuniary interest in purposes of the CompanyAct. (f) The Issuer has designated a share of the State ceiling on private activity bonds in connection with the issuance of the Bonds. (g) The Issuer has full power and authority to consummate all transactions contemplated by this Agreement, the Bonds and the Indenture and any and all other agreements relating thereto. (h) The Issuer makes no representation or warranty concerning the suitability of the Project for the purpose for which it is they are being undertaken by the CompanyBorrower. The Issuer has not made any independent investigation as to the feasibility of any Project or the creditworthiness of the CompanyBorrower. Any bond purchaser, assignee of this Agreement Agreement, or any other party with any interest in this transaction, transaction shall make its own independent investigation as to the creditworthiness and feasibility of the Project, independent of any representation or warranties of the Issuer. (g) The execution and delivery of, and the performance of the obligations and agreements of the Issuer set forth in this Agreement, the Indenture and the Bonds are within the power and authority of the Issuer and have been duly authorized by the Issuer and will not contravene any provision of any judgment, order or decree to which the Issuer is subject or contravene or constitute a default under any contract, agreement or other instrument to which the Issuer is a party. (h) The Issuer is not in violation of the Act or, to its knowledge, any existing law, rule or regulation applicable to it which would affect its existence or the matters referred to in the preceding subsections (a) through (g). (i) All actions of the Issuer with respect to the issuance of the Bonds occurred at meetings held after notice given in accordance with the Issuer’s procedures and applicable law, which were open to the public and at which quorums were present and acting throughout, and said actions appear of public record in the minute books of the Issuer. (j) There is no default of the Issuer in the payment of the principal of or interest on any of its indebtedness for borrowed money or under any instrument or instruments or agreements under and subject to which any indebtedness for borrowed money has been incurred which does or could affect the validity and enforceability of the Indenture, the Bonds or this Agreement or the ability of the Issuer to perform its obligations thereunder or hereunder, and no event has occurred and is continuing under the provisions of any such instrument or agreement which constitutes or, with the lapse of time or the giving of notice, or both, would constitute such a default. (k) With respect to the Bonds, there are no other obligations of the Issuer that have been, are being or will be (i) sold at substantially the same time (i.e., less than 15 days apart), (ii) sold pursuant to the same plan of financing, and (iii) reasonably expected to be paid from substantially the same source of funds. (l) To the best of its knowledge, no litigation, inquiry or investigation of any kind in or by any judicial or administrative court or agency is pending or threatened against the Issuer with respect to (1) the organization and existence of the Issuer, (2) its authority to execute or deliver the Indenture, the Bonds or this Agreement or to perform its obligations thereunder or to assign the Note, (3) the validity or enforceability of any of such instruments or the transactions contemplated thereby, (4) the title of any officer of the Issuer who executed such instruments, or (5) any authority or proceedings related to the execution and delivery of such instruments on behalf of the Issuer. No such authority or proceedings have been repealed, revoked, rescinded or amended and all are in full force and effect. (m) With respect to the Bonds, the Issuer will, upon the written direction of the Borrower, take all steps specified in such directions as are required to be taken by the Issuer in connection with the computation and payment of rebatable arbitrage in accordance with Section 148(f) of the Code and Section 1.148-3 of the Treasury Regulations, including, but not limited to, the execution by the Issuer for filing by the Borrower of Internal Revenue Service Form 8038-T or any successor form required by such sections. The Issuer may conclusively rely on the directions of the Borrower with regard to any actions to be taken by it pursuant to this Section and shall have no liability for any consequences of any failure of the Borrower to supply accurate or sufficient directions or for the Bonds becoming “arbitrage bonds” as a result of compliance with such directions.