Common use of Representations of the Issuer Clause in Contracts

Representations of the Issuer. The Issuer makes the following representations and warranties: (a) The Issuer is a body politic and corporate duly organized and validly existing under the Constitution and laws of the State of South Dakota. The Issuer has full power and authority under the laws of the State of South Dakota (including, in particular, the Act) to issue the Series 2014A Bonds, to execute and deliver this Agreement, the Indenture, and the Seventeenth Supplement to Lease (as defined in the Indenture) and to carry out the terms thereof, including the acquisition and leasing of post-secondary vocational education facilities to the Board pursuant to the Lease and for the benefit of one or more Qualifying Participating Institutions (as defined in the Collection Agreement) pursuant to the Subleases (defined in the Indenture). (b) The Issuer has complied with all applicable provisions of the Constitution and laws of the State of South Dakota in connection with the authorization and sale of the Series 2014A Bonds. (c) The Issuer has duly taken all necessary action for (i) the authorization, issuance and sale of the Series 2014A Bonds upon the terms set forth herein and in the Preliminary Official Statement and (ii) the execution, delivery, receipt and due performance of the Series 2014A Bonds, this Agreement, the Indenture, and the Seventeenth Supplement to Lease. (d) The Series 2014A Bonds, when issued, delivered and paid for as provided herein and in the Indenture, will have been duly and validly authorized and issued and will constitute valid and binding special obligations of the Issuer enforceable in accordance with their terms and entitled to the benefits and security of the Indenture. The Indenture, the Lease, and the Pledge Agreement, on the Closing Date (as hereinafter defined), will have each been duly and validly authorized, executed and delivered by the Issuer, will be in full force and effect and will be valid and binding instruments of the Issuer enforceable in accordance with their terms. (e) The Issuer will cause the proceeds from the sale of the Series 2014A Bonds to be applied as specified in the Indenture and the Lease. So long as any of the Series 2014A Bonds remain outstanding, the Issuer will not issue or sell any bonds or obligations (other than the Series 2014A Bonds), the principal of, premium, if any, or interest on which will be payable from the payments due to the Issuer out of Lease Rentals or Program Revenues other than as permitted and provided in the Indenture and Pledge Agreement. (f) There are no legal or governmental proceedings pending or, to the best of the knowledge of the Issuer, threatened, or any basis therefor, wherein an unfavorable decision, ruling or finding would have a material adverse effect on the validity or security of the Series 2014A Bonds, this Agreement, the Indenture, the Pledge Agreement, the Collection Agreement, the Lease, or the transactions contemplated thereby or by the Official Statement. (g) The execution and delivery of this Agreement, the Series 2014A Bonds, the Indenture, and the other agreements and instruments contemplated hereby, and compliance with the provisions thereof, will not conflict with or constitute a breach of or default under any existing law, court or administrative regulation, decree or order or any agreement, indenture, mortgage, lease or other instrument to which the Issuer is subject or by which it is bound. (h) The information in the Official Statement relating to the Issuer under the captions “THE AUTHORITY” and “LITIGATION” does not contain any untrue statement of a material fact and does not omit any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (i) The Issuer has ratified the use of the Preliminary Official Statement and has approved the use of the Official Statement. (j) The Issuer, on behalf of itself and any other “issuers,” within the meaning of Rule 15c2-12 of the Securities and Exchange Commission promulgated under the Securities Exchange Act of 1934 (the “Rule”), agrees to deliver to the Underwriter, at such addresses as the Underwriter shall specify, as many copies of the Official Statement as the Underwriter shall reasonably request as necessary to comply with Paragraph (b)(4) of the Rule and with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. The Issuer agrees to deliver such Official Statements within seven business days after the execution hereof. The parties hereto hereby agree to supply the Issuer with such information at such times, and to otherwise cooperate with the Issuer so that the Issuer can deliver the Official Statement in compliance with the preceding sentence. (k) The Underwriter shall give notice to the Issuer and any additional “issuer” on the date after which no participating underwriter, as such term is defined in the Rule, remains obligated to deliver Official Statements pursuant to Paragraph (b)(4) of the Rule. (l) The Underwriter agrees that it shall, until a Official Statement is available, send or cause to be sent no later than the next business day, by first class mail or other equally prompt means, to any potential customer, on request, one or more copies of the Preliminary Official Statement, as most recently supplemented or amended (if any). (m) The Underwriter agrees from the time the Official Statement becomes available until the earlier of (i) ninety days from the end of the underwriting period or (ii) the time when the Official Statement is available to any person from a nationally recognized municipal securities information repository, but in no case less than 25 days following the end of the underwriting period, the Underwriter shall send or cause to be sent no later than the next business day, by first class mail or other equally prompt means to any potential customer, on request, at least one copy of the Official Statement.

Representations of the Issuer. The Issuer makes the following representations representations, warranties and warrantiescovenants: (a) The Issuer It is a body politic and corporate public corporation duly organized and validly existing under the Constitution and laws of the State of South Dakota. The Issuer has full power and authority under the laws of the State of South Dakota (includingMississippi, in particular, with the power under and pursuant to the Act) to issue the Series 2014A Bonds, to execute and deliver this Agreement, the IndentureAgreement and to perform its obligations hereunder, and to issue and sell the Seventeenth Supplement to Lease (as defined in the Indenture) and to carry out the terms thereof, including the acquisition and leasing of post-secondary vocational education facilities to the Board Bonds pursuant to the Lease and for the benefit of one or more Qualifying Participating Institutions (as defined in the Collection this Agreement) pursuant to the Subleases (defined in the Indenture). (b) The Issuer It has taken all necessary action and has complied with all applicable provisions of the Constitution and laws of the State of South Dakota in connection with Mississippi and the authorization Act required to make this Agreement and sale the Bonds the valid, special obligations of the Series 2014A BondsIssuer which they purport to be; and, when executed and delivered by the parties hereto, this Agreement will constitute a valid and binding agreement of the Issuer enforceable in accordance with its terms, except as enforceability may be subject to the exercise of judicial discretion in accordance with general equitable principles and to applicable bankruptcy, insolvency, reorganization, moratorium and other laws for the relief of debtors heretofore or hereafter enacted to the extent that the same may be constitutionally applied. (c) The Issuer has duly taken all necessary action for (i) the authorization, issuance and sale of the Series 2014A Bonds upon the terms set forth herein and in the Preliminary Official Statement and (ii) the execution, delivery, receipt and due performance of the Series 2014A Bonds, this Agreement, the Indenture, and the Seventeenth Supplement When delivered to Lease. (d) The Series 2014A Bonds, when issued, delivered and paid for as provided herein by the initial purchasers in accordance with the terms of this Agreement and in the IndentureBond Purchase Agreement with respect to the Bonds, will have been duly and validly authorized and issued and the Bonds will constitute valid and binding special limited obligations of the Issuer enforceable in accordance with their terms terms, except as enforceability may be subject to the exercise of judicial discretion in accordance with general equitable principles and to applicable bankruptcy, insolvency, reorganization, moratorium and other laws for the relief of debtors heretofore or hereafter enacted to the extent that the same may be constitutionally applied, and will be entitled to the benefits of this Agreement. (d) The Issuer has determined that the Project constitutes an “Economic Development Project” and security of that the Indenture. The Indenture, Borrower is an “Eligible Company” and an “Approved Company” as such terms are defined under the Lease, and the Pledge Agreement, on the Closing Date (as hereinafter defined), will have each been duly and validly authorized, executed and delivered by the Issuer, will be in full force and effect and will be valid and binding instruments of the Issuer enforceable in accordance with their termsAct. (e) The Issuer will cause the proceeds from the sale of the Series 2014A Bonds to be applied Except as specified provided in the Indenture and the Lease. So long as any of the Series 2014A Bonds remain outstandingthis Section 2.2, the Issuer makes no other representations or warranties, either express or implied, of any nature or kind, including, without limitation, a representation or warranty that interest on the Bonds is or will not issue continue to be exempt from federal or sell any bonds state income taxation. (f) The Issuer covenants that it will promptly pay or obligations (other than the Series 2014A Bonds), cause to be paid the principal or Purchase Price of, interest, premium, if any, or interest and other charges, if any, on which will be payable the Bonds at the place, on the dates, from the payments due to sources and in the manner provided herein and in the Bonds; provided, however, that under no circumstances shall the Bonds be or become an indebtedness of the State within the purview of any constitutional limitation or provision, and all covenants and undertakings by the Issuer out of Lease Rentals or Program Revenues other than as permitted hereunder and provided in under the Indenture and Pledge Agreement. (f) There Bonds to make payments are no legal or governmental proceedings pending orspecial, to the best of the knowledge limited, obligations of the Issuer, threatened, or payable solely from the revenues and funds pledged hereunder. The Issuer has no power to levy taxes for any basis therefor, wherein an unfavorable decision, ruling or finding would have a material adverse effect on the validity or security of the Series 2014A Bonds, this Agreement, the Indenture, the Pledge Agreement, the Collection Agreement, the Lease, or the transactions contemplated thereby or by the Official Statementpurpose whatsoever. (g) Nothing contained in this Agreement is intended to impose any pecuniary liability on the Issuer nor shall it in any way obligate the Issuer to pay any debt or meet any financial obligations to any Person at any time in relation to the Project except from moneys received under the provisions of this Agreement; provided, however, that nothing contained in this Agreement shall in any way obligate the Issuer to pay such debts or meet such financial obligations from moneys received for the Issuer’s own account. (h) The Issuer is not in default under any of the provisions of the laws of the State which would affect its existence or its powers referred to in Section 2.2 hereof. (i) The Issuer hereby finds and determines that the Project will further the public purposes of the Act and that all requirements of the Act have been satisfied. (j) Neither the execution and delivery of this Agreement, the Series 2014A Bonds, consummation of the Indenture, and transactions contemplated hereby nor the other agreements and instruments contemplated hereby, and fulfillment of or compliance with the provisions thereofterms and conditions of this Agreement, will not conflict conflicts with or constitute results in a breach of the terms, conditions or default under provisions of any existing law, court or administrative regulation, decree or order restriction or any agreement, indenture, mortgage, lease agreement or other instrument to which the Issuer is subject now a party or by which it is bound. (h) The information in the Official Statement relating to the Issuer , or constitutes a default under the captions “THE AUTHORITY” and “LITIGATION” does not contain any untrue statement of a material fact and does not omit any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (i) The Issuer has ratified the use of the Preliminary Official Statement and has approved the use of the Official Statement. (j) The Issuer, on behalf of itself and any other “issuers,” within the meaning of Rule 15c2-12 of the Securities and Exchange Commission promulgated under the Securities Exchange Act of 1934 (the “Rule”), agrees to deliver to the Underwriter, at such addresses as the Underwriter shall specify, as many copies of the Official Statement as the Underwriter shall reasonably request as necessary to comply with Paragraph (b)(4) of the Rule and with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. The Issuer agrees to deliver such Official Statements within seven business days after the execution hereof. The parties hereto hereby agree to supply the Issuer with such information at such times, and to otherwise cooperate with the Issuer so that the Issuer can deliver the Official Statement in compliance with the preceding sentenceforegoing. (k) The Underwriter shall give notice There is no action, suit, proceeding or investigation pending (or to which the Issuer has received services of process) or, to the knowledge of Issuer, threatened against the Issuer and any additional “issuer” on which seeks to restrain or enjoin the date after which no participating underwriter, as such term is defined in the Rule, remains obligated to deliver Official Statements pursuant to Paragraph (b)(4) issuance or delivery of the RuleBonds, or which in any way contests or affects any authority for the issuance of the Bonds, the validity of the Bonds or this Indenture, in any way contests the corporate existence or powers of the Issuer or in any way affects the tax-exempt status of the Bonds. (l) The Underwriter agrees Bonds are to be issued under and secured by the Indenture, pursuant to which certain of the Issuer’s interests in this Agreement, and the revenues and income to be derived by the Issuer pursuant to this Agreement and the Promissory Note, will be pledged and assigned to the Trustee as security for payment of the principal, premium, if any, Purchase Price and interest on the Bonds. The Issuer covenants that it shallhas not and will not pledge or assign its interest in this Agreement, until a Official Statement is availableor the revenues and income derived pursuant to this Agreement or the Note, send or cause except for the Issuer’s Unassigned Rights, other than to be sent no later than the next business day, by first class mail or other equally prompt meansTrustee under the Indenture, to any potential customer, on request, one or more copies of secure the Preliminary Official Statement, as most recently supplemented or amended (if any)Bonds. (m) The Underwriter agrees from the time the Official Statement becomes available until the earlier of (i) ninety days from the end of the underwriting period or (ii) the time when the Official Statement is available to any person from a nationally recognized municipal securities information repository, but in no case less than 25 days following the end of the underwriting period, the Underwriter shall send or cause to be sent no later than the next business day, by first class mail or other equally prompt means to any potential customer, on request, at least one copy of the Official Statement.

Representations of the Issuer. The Issuer makes the following representations and warrantiesrepresents as follows: (a) The Issuer is a body politic has been duly created and corporate duly organized pursuant to and validly existing under in accordance with the Constitution and laws provisions of the State of South Dakota. Article 4, Title 29, Sections 501, et seq., Colorado Revised Statutes, as amended. (b) The Issuer has full lawful power and authority under the laws of the State of South Dakota (State, including, in particularwithout limitation, the Act and the Supplemental Act) to issue the Series 2014A Bonds, acting through its governing body, to execute enter into the transactions contemplated by this Agreement and deliver to carry out its obligations hereunder, including but not limited to lending the proceeds of the sale of the Bonds to the Borrower to finance the Project, and to enter into and perform its obligations under this Agreement, the Indenture, Regulatory Agreement and the Seventeenth Supplement to Lease (as defined in the Indenture) and to carry out the terms thereof, including the acquisition and leasing of post-secondary vocational education facilities to the Board pursuant to the Lease and for the benefit of one or more Qualifying Participating Institutions (as defined in the Collection Agreement) pursuant to the Subleases (defined in the Indenture). (b) The Issuer has complied with all applicable provisions of the Constitution and laws of the State of South Dakota in connection with the authorization and sale of the Series 2014A Bonds. (c) The Issuer has duly taken all necessary action for adopted the Resolution, and the Resolution has not been terminated, rescinded, canceled, revoked, vacated, amended, supplemented or otherwise modified since the date of its adoption and is and has been since the date of its adoption in full force and effect. (id) Pursuant to the Resolution, the Issuer hereby finds that the financing of the Project is in the public interest and will fulfill the purpose of financing and refinancing one or more projects which provide dwelling accommodations to persons, without regard to income, as long as the project substantially benefits persons of low income as determined by the Issuer. (e) The Issuer has duly authorized the execution and delivery of this Agreement, the Bonds, and the Regulatory Agreement, has duly executed and delivered this Agreement, the Bonds and the Regulatory Agreement, and, assuming due authorization, issuance execution and sale of delivery by the Series 2014A Bonds upon the terms set forth herein and in the Preliminary Official Statement and (ii) the execution, delivery, receipt and due performance of the Series 2014A Bondsother parties thereto, this Agreement, the Indenture, Bonds and the Seventeenth Supplement to Lease. (d) The Series 2014A BondsRegulatory Agreement are the valid, when issued, delivered and paid for as provided herein and in the Indenture, will have been duly and validly authorized and issued and will constitute valid legal and binding special obligations of the Issuer enforceable in accordance with their terms except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and entitled other similar laws of general applicability affecting the enforcement of creditors’ rights and to the benefits general principles of equity and security of the Indenture. The Indenture, the Lease, and the Pledge Agreement, on the Closing Date (as hereinafter defined), will have each been duly and validly authorized, executed and delivered by the Issuer, will be in full force and effect and will be valid and binding instruments of the Issuer enforceable in accordance with their terms. (e) The Issuer will cause the proceeds from the sale of the Series 2014A Bonds to be applied as specified in the Indenture and the Lease. So long as any of the Series 2014A Bonds remain outstanding, the Issuer will not issue or sell any bonds or obligations (other than the Series 2014A Bonds), the principal of, premium, if any, or interest on which will be payable from the payments due to the Issuer out of Lease Rentals or Program Revenues other than as permitted and provided in the Indenture and Pledge Agreementjudicial discretion. (f) There are no legal or governmental proceedings pending orTo the Issuer’s knowledge, to the best performance and the consummation of the knowledge transactions on the part of the Issuer, threatened, or any basis therefor, wherein an unfavorable decision, ruling or finding would have a material adverse effect on Issuer contemplated in this Agreement and the validity or security of the Series 2014A Bonds, this Agreement, the Indenture, the Pledge Agreement, the Collection Agreement, the Lease, or the transactions contemplated thereby or compliance by the Official Statement. (g) The execution Issuer with the terms, conditions and delivery provisions of this Agreement, the Series 2014A Bonds, the Indenture, Bonds and the other agreements and instruments contemplated hereby, and compliance with the provisions thereof, will Regulatory Agreement do not conflict with with, or constitute on the part of the Issuer a violation of, breach of or default under (i) the Act; (ii) any existing laworder, court rule or administrative regulation, decree regulation applicable to the Issuer; (iii) any agreement or order or any agreement, indenture, mortgage, lease or other instrument to which the Issuer is subject a party or by which it the Issuer is bound; or (iv) any court order or consent decree to which the Issuer is subject. (hg) The information To the Issuer’s knowledge, no litigation at law or in equity or administrative action of any nature has been served on the Official Statement relating Issuer and is now pending which materially adversely affects (i) the authority of the Issuer to accept or perform the duties and obligations of the Issuer under the captions “THE AUTHORITY” and “LITIGATION” does not contain any untrue statement of a material fact and does not omit any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (i) The Issuer has ratified the use of the Preliminary Official Statement and has approved the use of the Official Statement. (j) The Issuer, on behalf of itself and any other “issuers,” within the meaning of Rule 15c2-12 of the Securities and Exchange Commission promulgated under the Securities Exchange Act of 1934 (the “Rule”), agrees to deliver to the Underwriter, at such addresses as the Underwriter shall specify, as many copies of the Official Statement as the Underwriter shall reasonably request as necessary to comply with Paragraph (b)(4) of the Rule and with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. The Issuer agrees to deliver such Official Statements within seven business days after the execution hereof. The parties hereto hereby agree to supply the Issuer with such information at such times, and to otherwise cooperate with the Issuer so that the Issuer can deliver the Official Statement in compliance with the preceding sentence. (k) The Underwriter shall give notice to the Issuer and any additional “issuer” on the date after which no participating underwriter, as such term is defined in the Rule, remains obligated to deliver Official Statements pursuant to Paragraph (b)(4) of the Rule. (l) The Underwriter agrees that it shall, until a Official Statement is available, send or cause to be sent no later than the next business day, by first class mail or other equally prompt means, to any potential customer, on request, one or more copies of the Preliminary Official Statement, as most recently supplemented or amended (if any). (m) The Underwriter agrees from the time the Official Statement becomes available until the earlier of (i) ninety days from the end of the underwriting period or (ii) the time when the Official Statement is available to any person from a nationally recognized municipal securities information repository, but in no case less than 25 days following the end of the underwriting periodthis Agreement, the Underwriter shall send or cause to be sent no later than Bonds and the next business day, by first class mail or other equally prompt means to any potential customer, on request, at least one copy of the Official Statement.Regulatory Agreement;

Representations of the Issuer. The Issuer makes the following representations and warrantiesas the basis for the undertakings on the part of the Company herein contained: (a) The Issuer is a body corporate and politic and corporate duly organized and validly existing under the Constitution and laws of the State of South Dakota. State. (b) The Issuer has full the power pursuant to the provisions of the Act and authority the Interlocal Agreement to enter into the transactions contemplated by this Agreement and to carry out its obligations hereunder and under the laws Indenture and the Bonds. By proper action of the State of South Dakota (including, in particularIssuer, the Act) to issue the Series 2014A Bonds, Issuer has been duly authorized to execute and deliver this Agreement, the IndentureInterlocal Agreement, the Indenture and the Seventeenth Supplement to Lease (as defined in the Indenture) and to carry out the terms thereof, including the acquisition and leasing of post-secondary vocational education facilities to the Board pursuant to the Lease and for the benefit of one or more Qualifying Participating Institutions (as defined in the Collection Tax Compliance Agreement) pursuant to the Subleases (defined in the Indenture). (bc) The refunding of the Refunded Bonds, the issuance and sale of the Bonds, the execution and delivery of this Agreement, the Interlocal Agreement and the Indenture and the performance of all covenants and agreements of the Issuer has complied with contained in this Agreement, the Interlocal Agreement and the Indenture and of all applicable provisions of other acts and things required under the Constitution and laws of the State of South Dakota in connection with to make this Agreement, the authorization Interlocal Agreement and sale the Indenture valid and binding special, limited obligations of the Series 2014A BondsIssuer in accordance with their terms are authorized by the Act and have been duly authorized by resolutions of the governing body of the Issuer adopted at meetings thereof duly called and held by the affirmative vote of not less than a majority of its members. (cd) The To refund the Refunded Bonds, and in anticipation of the collection of the payments to be made by the Company pursuant to this Agreement, the Issuer has duly taken all necessary action for (i) the authorization, issuance and sale of authorized the Series 2014A 2006 Bonds in the principal amount of $27,800,000 to be issued upon the terms set forth herein and in the Preliminary Official Statement and (ii) the execution, delivery, receipt and due performance of the Series 2014A Bonds, this Agreement, the Indenture, and the Seventeenth Supplement to Lease. (d) The Series 2014A Bonds, when issued, delivered and paid for as provided herein and in the Indenture, will have been duly and validly authorized and issued and will constitute valid and binding special obligations under the provisions of which certain of the Issuer enforceable Issuer's interests in accordance with their terms this Agreement and entitled the payments due hereunder are, as provided by the Act, pledged and a security interest therein granted to the benefits and Trustee as security for the payment of the Indenture. The Indenture, the Lease, and the Pledge Agreement, on the Closing Date (as hereinafter defined), will have each been duly and validly authorized, executed and delivered by the Issuer, will be in full force and effect and will be valid and binding instruments of the Issuer enforceable in accordance with their terms. (e) The Issuer will cause the proceeds from the sale of the Series 2014A Bonds to be applied as specified in the Indenture and the Lease. So long as any of the Series 2014A Bonds remain outstanding, the Issuer will not issue or sell any bonds or obligations (other than the Series 2014A Bonds), the principal of, premium, if any, or and interest on which will be payable from on, and the payments due to purchase price with respect to, the Issuer out of Lease Rentals or Program Revenues other than as permitted and provided in the Indenture and Pledge AgreementBonds. (f) There are no legal or governmental proceedings pending or, to the best of the knowledge of the Issuer, threatened, or any basis therefor, wherein an unfavorable decision, ruling or finding would have a material adverse effect on the validity or security of the Series 2014A Bonds, this Agreement, the Indenture, the Pledge Agreement, the Collection Agreement, the Lease, or the transactions contemplated thereby or by the Official Statement. (ge) The execution and delivery of this Agreement, the Series 2014A Bonds, the Indenture, Agreement and the other agreements contemplated hereby to which the Issuer is a party, including without limitation the Indenture and instruments contemplated hereby, and compliance with the provisions thereofInterlocal Agreement, will not conflict with with, or constitute on the part of the Issuer a breach of or a default under under, any existing (i) law, court or administrative regulation(ii) other legislative act, decree constitution or order other proceeding establishing or any relating to the establishment of the Issuer or its affairs or its resolutions, or (iii) agreement, indenture, mortgage, lease or other instrument to which the Issuer is subject or is a party or by which it is bound. (hf) The information in the Official Statement relating to No officer of the Issuer under who is authorized to take part in any manner in making this Agreement, the captions “THE AUTHORITY” Interlocal Agreement or the Indenture or any contract contemplated hereby or thereby has a personal financial interest in or has personally and “LITIGATION” does not contain financially benefitted from this Agreement, the Interlocal Agreement or the Indenture or any untrue statement of a material fact and does not omit any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingsuch contract. (ig) There is not pending, or, to the best knowledge of the officers of the Issuer executing this Agreement, threatened, any suit, action or proceeding against or affecting the Issuer before or by any arbitrator, administrative agency or other governmental authority which court, materially and adversely affects the validity, as to the Issuer, of this Agreement, the Interlocal Agreement or the Indenture, any of its obligations hereunder or thereunder or any of the transactions contemplated hereby or thereby. (h) The Issuer has ratified the use of the Preliminary Official Statement not and has approved the use of the Official Statement. (j) The Issuerhereby covenants that it will not pledge or otherwise transfer its right, on behalf of itself title and any interest in this Agreement other “issuers,” within the meaning of Rule 15c2-12 of the Securities and Exchange Commission promulgated under the Securities Exchange Act of 1934 (the “Rule”), agrees to deliver than to the Underwriter, at such addresses as Trustee to secure the Underwriter shall specify, as many copies of the Official Statement as the Underwriter shall reasonably request as necessary to comply with Paragraph (b)(4) of the Rule and with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. The Issuer agrees to deliver such Official Statements within seven business days after the execution hereof. The parties hereto hereby agree to supply the Issuer with such information at such times, and to otherwise cooperate with the Issuer so that the Issuer can deliver the Official Statement in compliance with the preceding sentenceBonds. (k) The Underwriter shall give notice to the Issuer and any additional “issuer” on the date after which no participating underwriter, as such term is defined in the Rule, remains obligated to deliver Official Statements pursuant to Paragraph (b)(4) of the Rule. (l) The Underwriter agrees that it shall, until a Official Statement is available, send or cause to be sent no later than the next business day, by first class mail or other equally prompt means, to any potential customer, on request, one or more copies of the Preliminary Official Statement, as most recently supplemented or amended (if any). (m) The Underwriter agrees from the time the Official Statement becomes available until the earlier of (i) ninety days from the end of the underwriting period or (ii) the time when the Official Statement is available to any person from a nationally recognized municipal securities information repository, but in no case less than 25 days following the end of the underwriting period, the Underwriter shall send or cause to be sent no later than the next business day, by first class mail or other equally prompt means to any potential customer, on request, at least one copy of the Official Statement.

Representations of the Issuer. The Issuer makes the following representations representations, all of which will survive the purchase and warranties:offering of the Bonds. (a) a. The Issuer is a body politic and corporate duly public corporation organized and validly existing under the Constitution and laws of the State of South Dakota. The Issuer has full power and authority under the laws of the State State. b. The Issuer is authorized by the provisions of South Dakota (including, in particular, the Act) Act to issue the Series 2014A Bonds, to execute loan the proceeds of the Bonds to the Company pursuant to the Loan Agreement to be used for the financing, from time to time, of the Project, to pledge and deliver this assign the Loan Agreement, the Indenture, Series 2004 Note and the Seventeenth Supplement payments to Lease (as defined in be received by the Indenture) Issuer pursuant thereto and to carry out the terms thereof, including the acquisition and leasing of post-secondary vocational education facilities to the Board funds established pursuant to the Lease Indenture and investment earnings and amounts therein as security for the benefit payment of one or more Qualifying Participating Institutions (as defined in the Collection Agreement) principal of, premium, if any, and interest on the Bonds, all pursuant to the Subleases (defined in the Indenture). (b) c. The Issuer has complied with all applicable provisions of the Constitution and the laws of the State of South Dakota in connection with pertaining to the authorization issuance and sale of the Series 2014A Bonds, including the Act, and has full power and authority to authorize and thereafter consummate all transactions contemplated by this Contract, the Bonds, the Indenture, the Loan Agreement and any and all other agreements relating thereto. (c) d. The Issuer has duly adopted the Resolution and has duly authorized the execution and delivery of this Contract, the Loan Agreement and the Indenture to the Trustee and the issuance and sale of the Bonds, and has taken all actions and obtained all approvals necessary action and appropriate to carry out same. e. The Issuer has duly authorized all necessary actions to be taken by the Issuer for (i) the authorization, issuance and sale of the Series 2014A Bonds upon the terms set forth herein and in the Preliminary Official Statement and Indenture, (ii) the execution, delivery, receipt and due performance of this Contract, the Series 2014A Bonds, this Agreement, the Indenture, the Loan Agreement, and the Seventeenth Supplement any and all other agreements and documents as may be required to Lease. (d) The Series 2014A Bonds, when issuedbe executed, delivered and paid for as provided herein received by the Issuer in order to carry out, give effect to and in consummate the Indenture, will have been duly transaction contemplated hereby and validly authorized by the issuance and issued and will constitute valid and binding special obligations sale of the Issuer enforceable in accordance with their terms Bonds and entitled (iii) the carrying out, giving effect to, and consummation of the transactions contemplated hereby, by the Indenture and by the issuance and sale of the Bonds. Executed counterparts of the Loan Agreement and the Indenture will be delivered to the benefits and security of Purchaser by the Indenture. The Indenture, the Lease, and the Pledge Agreement, Issuer on the Initial Closing Date (as hereinafter defined), will have each been duly and validly authorized, executed and delivered by the Issuer, will be in full force and effect and will be valid and binding instruments of the Issuer enforceable in accordance with their terms. (e) The Issuer will cause the proceeds from the sale of the Series 2014A Bonds to be applied as specified in the Indenture and the Lease. So long as any of the Series 2014A Bonds remain outstanding, the Issuer will not issue or sell any bonds or obligations (other than the Series 2014A Bonds), the principal of, premium, if any, or interest on which will be payable from the payments due to the Issuer out of Lease Rentals or Program Revenues other than as permitted and provided in the Indenture and Pledge Agreement. (f) There are no legal or governmental proceedings pending or, to f. To the best of the knowledge of Issuer's knowledge, there is no action, suit, proceeding, inquiry, investigation at law or in equity or before or by any court, public board or body pending or threatened against or affecting the Issuer, threatened, Issuer (or any basis therefor), wherein an unfavorable decision, ruling or finding would have a material adverse effect on adversely affect the transactions contemplated hereby or by the issuance and sale of the Bonds or the validity or security of the Series 2014A Bonds, this Agreement, the Indenture, the Pledge Loan Agreement, the Collection Agreement, the Leasethis Contract, or any agreement or instrument to which the transactions Issuer is or is expected to be a party and which is used or contemplated thereby for use in the consummation of the transaction contemplated hereby or by the Official Statementissuance and sale of the Bonds. (g) g. The execution and delivery by the Issuer of this AgreementContract, the Series 2014A Bonds, the Indenture, the Loan Agreement, and the other agreements contemplated hereby or by the issuance and instruments contemplated hereby, sale of the Bonds and compliance with the provisions thereof, thereof will not conflict with or constitute constitute, on the part of the Issuer, a breach of or a default under any existing law, court or administrative regulation, decree or order or any agreement, indenture, mortgage, lease or other instrument to which the Issuer is subject or by which it the Issuer is or may be bound. (h) The information in h. Any certificate signed by any of the Official Statement relating Issuer's authorized officers and delivered to the Purchaser shall be deemed a representation and warranty by the Issuer under to the captions “THE AUTHORITY” and “LITIGATION” does not contain any untrue statement of a material fact and does not omit any material fact necessary Purchaser as to make the statements made therein, in light of the circumstances under which they were made, not misleading. (i) The Issuer has ratified the use of the Preliminary Official Statement and has approved the use of the Official Statement. (j) The Issuer, on behalf of itself and any other “issuers,” within the meaning of Rule 15c2-12 of the Securities and Exchange Commission promulgated under the Securities Exchange Act of 1934 (the “Rule”), agrees to deliver to the Underwriter, at such addresses as the Underwriter shall specify, as many copies of the Official Statement as the Underwriter shall reasonably request as necessary to comply with Paragraph (b)(4) of the Rule and with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. The Issuer agrees to deliver such Official Statements within seven business days after the execution hereof. The parties hereto hereby agree to supply the Issuer with such information at such times, and to otherwise cooperate with the Issuer so that the Issuer can deliver the Official Statement in compliance with the preceding sentence. (k) The Underwriter shall give notice to the Issuer and any additional “issuer” on the date after which no participating underwriter, as such term is defined in the Rule, remains obligated to deliver Official Statements pursuant to Paragraph (b)(4) of the Rule. (l) The Underwriter agrees that it shall, until a Official Statement is available, send or cause to be sent no later than the next business day, by first class mail or other equally prompt means, to any potential customer, on request, one or more copies of the Preliminary Official Statement, as most recently supplemented or amended (if any). (m) The Underwriter agrees from the time the Official Statement becomes available until the earlier of (i) ninety days from the end of the underwriting period or (ii) the time when the Official Statement is available to any person from a nationally recognized municipal securities information repository, but in no case less than 25 days following the end of the underwriting period, the Underwriter shall send or cause to be sent no later than the next business day, by first class mail or other equally prompt means to any potential customer, on request, at least one copy of the Official Statement.

Representations of the Issuer. The Issuer makes the following representations and warranties: (a) The Issuer is a body politic and corporate duly municipal corporation organized and validly existing under the Constitution and laws of the State of South Dakota. The Issuer has full power and authority under the laws of the State and is authorized and empowered by the provisions of South Dakota (includingthe Act and the ordinance authorizing the issuance of the Bonds to enter into the transactions contemplated by this Agreement and to carry out its obligations hereunder, in particular, the Act) to issue the Series 2014A Bonds, and by proper action of its governing body had been duly authorized to execute and deliver this Agreement, . The Project constitutes an "economic development facility" within the Indenture, and meaning of the Seventeenth Supplement to Lease (as defined in the Indenture) and to carry out the terms thereof, including the acquisition and leasing of post-secondary vocational education facilities to the Board pursuant to the Lease and for the benefit of one or more Qualifying Participating Institutions (as defined in the Collection Agreement) pursuant to the Subleases (defined in the Indenture)Act. (b) The Issuer has complied with performed all applicable provisions duties, undertaken all acts, made all findings and held all hearings prerequisite to the adoption of the Constitution Bond Ordinance and laws the issuance of the State of South Dakota in connection with the authorization and sale of the Series 2014A Bonds. (c) The Heretofore the Issuer has duly taken all necessary action for (i) and the authorization, issuance and sale Company did agree that the Issuer would finance the Costs of the Series 2014A Project. The Company has estimated that the aggregate amount thereof will not be less than $6,300,000, and on that basis the Issuer now proposes to issue its Bonds upon in the terms aggregate principal amount of $6,300,000, which Bonds will be dated, mature and bear interest as set forth herein and in the Preliminary Official Statement and (ii) the execution, delivery, receipt and due performance of the Series 2014A Bonds, this Agreement, the Indenture, and which Bonds will be subject to redemption and purchase at the Seventeenth Supplement times and the prices set forth in the Indenture, in order to Leasefinance the Costs of the Project. (d) The Series 2014A Bonds, when issued, delivered Bonds are to be issued under and paid for as provided herein and in secured by the Indenture, will have been duly and validly authorized and issued and will constitute valid and binding special obligations pursuant to which certain of the Issuer enforceable Issuer's interests in accordance with their terms and entitled to the benefits and security of the Indenture. The Indenture, the Leasethis Agreement, and the Pledge Agreement, on the Closing Date (as hereinafter defined), will have each been duly revenues and validly authorized, executed and delivered receipts to be derived by the IssuerIssuer pursuant to this Agreement, will be in full force pledged and effect and will be valid and binding instruments assigned to the Trustee as security for payment of the Issuer enforceable principal or purchase price of, premium, if any, and interest in accordance with their termsthis 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. (e) The Issuer will cause finds and determines that the proceeds from the sale financing of the Series 2014A Bonds to be applied as specified Costs of the Project is in the Indenture public interest and in compliance with the Lease. So long as any purposes and provisions of the Series 2014A Bonds remain outstanding, the Issuer will not issue or sell any bonds or obligations (other than the Series 2014A Bonds), the principal of, premium, if any, or interest on which will be payable from the payments due to the Issuer out of Lease Rentals or Program Revenues other than as permitted and provided in the Indenture and Pledge AgreementAct. (f) There are no legal or governmental proceedings pending or, to Neither the best of the knowledge of the Issuer, threatened, or any basis therefor, wherein an unfavorable decision, ruling or finding would have a material adverse effect on the validity or security of the Series 2014A Bonds, this Agreement, the Indenture, the Pledge Agreement, the Collection Agreement, the Lease, or the transactions contemplated thereby or by the Official Statement. (g) The execution and delivery of this Agreement, the Series 2014A Bonds, consummation of the Indenture, and the other agreements and instruments transactions contemplated hereby, and nor the fulfillment of or compliance with the provisions thereof, will not conflict terms and conditions of this Agreement conflicts with or constitute results in a breach of the terms, conditions or default under provisions of any existing lawrestriction, court agreement or administrative regulation, decree or order or any agreement, indenture, mortgage, lease or other instrument to which the Issuer is subject a party, or by which it or any of its property is bound, or constitutes a default under any of the foregoing. (g) The Issuer covenants not to purchase any of the Bonds at any time that the Letter of Credit is available to be drawn therefor. (h) The information No member of the Common Council of the Issuer has a pecuniary interest in the Official Statement relating any employment, contract or agreement related to the Issuer under transactions contemplated by this Agreement, except as disclosed by such member in accordance with the captions “THE AUTHORITY” and “LITIGATION” does not contain any untrue statement of a material fact and does not omit any material fact necessary to make the statements therein, in light Act. No member of the circumstances under which they were made, not misleading. (i) The Issuer has ratified the use of the Preliminary Official Statement and has approved the use of the Official Statement. (j) The Issuer, on behalf of itself and any other “issuers,” within the meaning of Rule 15c2-12 of the Securities and Exchange Commission promulgated under the Securities Exchange Act of 1934 (the “Rule”), agrees to deliver to the Underwriter, at such addresses as the Underwriter shall specify, as many copies of the Official Statement as the Underwriter shall reasonably request as necessary to comply with Paragraph (b)(4) of the Rule and with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. The Issuer agrees to deliver such Official Statements within seven business days after the execution hereof. The parties hereto hereby agree to supply the Issuer with such information at such times, and to otherwise cooperate with the Issuer so that the Issuer can deliver the Official Statement in compliance with the preceding sentence. (k) The Underwriter shall give notice to the Issuer and any additional “issuer” on the date after which no participating underwriter, as such term is defined in the Rule, remains obligated to deliver Official Statements pursuant to Paragraph (b)(4) of the Rule. (l) The Underwriter agrees that it shall, until a Official Statement is available, send or cause to be sent no later than the next business day, by first class mail or other equally prompt means, to any potential customer, on request, one or more copies of the Preliminary Official Statement, as most recently supplemented or amended (if any). (m) The Underwriter agrees from the time the Official Statement becomes available until the earlier of (i) ninety days from the end of the underwriting period or (ii) the time when the Official Statement is available to any person from a nationally recognized municipal securities information repository, but in no case less than 25 days following the end of the underwriting period, the Underwriter shall send or cause to be sent no later than the next business day, by first class mail or other equally prompt means to any potential customer, on request, at least one copy of the Official Statement.Common

Representations of the Issuer. The Issuer makes the following representations and warrantiesas the basis for the undertakings on its part herein contained: (a) The Issuer is duly constituted and validly existing as a body politic and corporate duly organized and validly existing under the Constitution and laws of the State of South Dakota. The Issuer has full power and authority under the laws of the State of South Dakota (including, in particularIllinois. Under the provisions of the Act, the Act) Issuer has the power to issue enter into the Series 2014A Bonds, to execute and deliver transactions contemplated by this Agreement, the Indenture, the Remarketing Agreement and the Seventeenth Supplement to Lease (as defined in the Indenture) Tax Exemption Certificate and Agreement and to carry out the terms thereof, including the acquisition its obligations hereunder and leasing of post-secondary vocational education facilities to the Board pursuant to the Lease and for the benefit of one or more Qualifying Participating Institutions (as defined in the Collection Agreement) pursuant to the Subleases (defined in the Indenture). (b) thereunder. The Issuer has complied with all applicable provisions of the Constitution and laws of the State of South Dakota in connection with the authorization and sale of the Series 2014A Bonds. (c) The Issuer has duly taken all necessary action for (i) the authorization, issuance and sale of the Series 2014A Bonds upon the terms set forth herein and in the Preliminary Official Statement and (ii) the execution, delivery, receipt and due performance of the Series 2014A Bonds, this Agreement, the Indenture, and the Seventeenth Supplement to Lease. (d) The Series 2014A Bonds, when issued, delivered and paid for as provided herein and in the Indenture, will have been duly and validly authorized and issued Project constitutes and will constitute valid and binding special obligations a "project," within the meaning of the Issuer enforceable in accordance with their terms and entitled to the benefits and security Act. By proper action of the Indenture. The Indenture, the Lease, and the Pledge Agreement, on the Closing Date (as hereinafter defined), will have each been duly and validly authorized, executed and delivered by the Issuer, will be in full force and effect and will be valid and binding instruments of the Issuer enforceable in accordance with their terms. (e) The Issuer will cause the proceeds from the sale of the Series 2014A Bonds to be applied as specified in the Indenture and the Lease. So long as any of the Series 2014A Bonds remain outstanding, the Issuer will not issue or sell any bonds or obligations (other than the Series 2014A Bonds), the principal of, premium, if any, or interest on which will be payable from the payments due to the Issuer out of Lease Rentals or Program Revenues other than as permitted and provided in the Indenture and Pledge Agreement. (f) There are no legal or governmental proceedings pending or, to the best of the knowledge members of the Issuer, threatened, or any basis therefor, wherein an unfavorable decision, ruling or finding would have a material adverse effect on the validity or security of Issuer has been duly authorized to execute and deliver the Series 2014A Bonds, this Agreement, the Indenture, the Pledge Remarketing Agreement and the Tax Exemption Certificate and Agreement, the Collection Agreement, the Lease, or the transactions contemplated thereby or by the Official Statement. (gb) The Neither the execution and delivery of this Agreement, the Series 2014A Indenture, the Remarketing Agreement, the Tax Exemption Certificate and Agreement and the Bonds, the consummation of the transactions contemplated hereby or thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, the Indenture, the Remarketing Agreement, the Tax Exemption Certificate and Agreement and the other agreements and instruments contemplated herebyBonds, and compliance with the provisions thereof, will not conflict conflicts with or constitute results in a breach of the terms, conditions or default under provisions of any existing law, court or administrative regulation, decree or order restriction or any agreement, indenture, mortgage, lease agreement or other instrument to which the Issuer is subject now a party or by which it is bound, or constitutes a default under any of the foregoing. (c) To finance a portion of the Costs of the Project, the Issuer proposes to issue its Bonds in the amount and having the terms and conditions specified in Articles II, III and IV of the Indenture. The proceeds of the Bonds will be lent to the Company and used by the Company to finance a portion of the Costs of the Project, all as set forth in Section 3.3 of this Agreement. (d) The Issuer has not assigned or pledged, and will not assign or pledge, its right, title or interest in or to this Agreement or the Note, other than to secure the Bonds and as otherwise provided in the Indenture. (e) The Issuer is not in default under any of the provisions of the Constitution and the laws of the State which would affect its existence or its powers referred to in the preceding subsection (a). (f) Under existing statutes and decisions, no taxes on income or profits are imposed on the Issuer. (g) The Issuer hereby finds and determines that the financing of the Project with the proceeds of the Bonds will further the public purposes stated in the Act by increasing employment. (h) The information No member of the Issuer or officer, agent or employee thereof is, in his or her own name or in the Official Statement relating to the Issuer under the captions “THE AUTHORITY” and “LITIGATION” does not contain any untrue statement name of a material fact and does not omit nominee, an officer, director or holder of an ownership interest of more than 7-1/2% in any material fact necessary to make the statements thereinperson, association, trust, corporation, partnership or other entity which is, in light its own name or in the name of a nominee, a party to any contract or agreement upon which the circumstances under which they were mademember or officer, not misleadingagent or employee may be called upon to act or vote in connection with the Project. (i) The Issuer has ratified the use No member of the Preliminary Official Statement and Issuer or officer, agent or employee thereof is, in his or her own name or in the name of a nominee, a holder of any direct or indirect interest (other than a prohibited interest described in paragraph (e) above) in any contract or agreement upon which the member or officer, agent or employee may be called upon to act or vote in connection with the Project, except for direct or indirect interests (other than prohibited interests), (i) which such member, officer, agent or employee has approved disclosed to the use Secretary of the Official Statement. (j) The Issuer, on behalf of itself and any other “issuers,” within the meaning of Rule 15c2-12 of the Securities and Exchange Commission promulgated under the Securities Exchange Act of 1934 (the “Rule”), agrees to deliver Issuer prior to the Underwriter, at such addresses as the Underwriter shall specify, as many copies taking of the Official Statement as the Underwriter shall reasonably request as necessary to comply with Paragraph (b)(4) of the Rule and with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. The Issuer agrees to deliver such Official Statements within seven business days after the execution hereof. The parties hereto hereby agree to supply final action by the Issuer with respect to such information at such timescontract or agreement in the manner required by 20 ILCS 3505/15, and to otherwise cooperate with the Issuer so that the Issuer can deliver the Official Statement in compliance with the preceding sentence. (k) The Underwriter shall give notice to which disclosure has been publicly acknowledged by the Issuer and any additional “issuer” on entered upon the date after which no participating underwriter, as such term is defined in the Rule, remains obligated to deliver Official Statements pursuant to Paragraph (b)(4) minutes of the Rule. (l) The Underwriter agrees that it shallIssuer, until a Official Statement is available, send or cause to be sent no later than the next business day, by first class mail or other equally prompt means, to any potential customer, on request, one or more copies of the Preliminary Official Statement, as most recently supplemented or amended (if any). (m) The Underwriter agrees from the time the Official Statement becomes available until the earlier of (i) ninety days from the end of the underwriting period or and (ii) as to which the time when member, officer, agent or employee has refrained from taking the Official Statement is available to any person from a nationally recognized municipal securities information repository, but actions described in no case less than 25 days following the end of the underwriting period, the Underwriter shall send or cause to be sent no later than the next business day, by first class mail or other equally prompt means to any potential customer, on request, at least one copy of the Official Statement20 ILCS 3505/15.

Representations of the Issuer. The Issuer makes the following representations and warrantiesas the basis for the undertakings on its part herein contained: (a) The Issuer is duly constituted and validly existing as a political subdivision, body politic and corporate duly organized and validly existing under the Constitution and laws of the State of South Dakota. The Issuer has full power and authority municipal corporation under the laws of the State State. Under the provisions of South Dakota (including, in particularthe Act, the Issuer has the power to enter into the transactions contemplated by this Agreement, the Indenture, the Remarketing Agreement and the Tax Exemption Certificate and Agreement and to carry out its obligations hereunder and thereunder. The Project constitutes and will constitute a "project," within the meaning of the Act) to issue . By proper action of the Series 2014A Bondsmembers of the Issuer, the Issuer has been duly authorized to execute and deliver this Agreement, the Indenture, the Remarketing Agreement and the Seventeenth Supplement to Lease (as defined in the Indenture) Tax Exemption Certificate and to carry out the terms thereof, including the acquisition and leasing of post-secondary vocational education facilities to the Board pursuant to the Lease and for the benefit of one or more Qualifying Participating Institutions (as defined in the Collection Agreement) pursuant to the Subleases (defined in the Indenture). (b) The Issuer has complied with all applicable provisions of Neither the Constitution and laws of the State of South Dakota in connection with the authorization and sale of the Series 2014A Bonds. (c) The Issuer has duly taken all necessary action for (i) the authorization, issuance and sale of the Series 2014A Bonds upon the terms set forth herein and in the Preliminary Official Statement and (ii) the execution, delivery, receipt and due performance of the Series 2014A Bonds, this Agreement, the Indenture, and the Seventeenth Supplement to Lease. (d) The Series 2014A Bonds, when issued, delivered and paid for as provided herein and in the Indenture, will have been duly and validly authorized and issued and will constitute valid and binding special obligations of the Issuer enforceable in accordance with their terms and entitled to the benefits and security of the Indenture. The Indenture, the Lease, and the Pledge Agreement, on the Closing Date (as hereinafter defined), will have each been duly and validly authorized, executed and delivered by the Issuer, will be in full force and effect and will be valid and binding instruments of the Issuer enforceable in accordance with their terms. (e) The Issuer will cause the proceeds from the sale of the Series 2014A Bonds to be applied as specified in the Indenture and the Lease. So long as any of the Series 2014A Bonds remain outstanding, the Issuer will not issue or sell any bonds or obligations (other than the Series 2014A Bonds), the principal of, premium, if any, or interest on which will be payable from the payments due to the Issuer out of Lease Rentals or Program Revenues other than as permitted and provided in the Indenture and Pledge Agreement. (f) There are no legal or governmental proceedings pending or, to the best of the knowledge of the Issuer, threatened, or any basis therefor, wherein an unfavorable decision, ruling or finding would have a material adverse effect on the validity or security of the Series 2014A Bonds, this Agreement, the Indenture, the Pledge Agreement, the Collection Agreement, the Lease, or the transactions contemplated thereby or by the Official Statement. (g) The execution and delivery of this Agreement, the Series 2014A Indenture, the Remarketing Agreement, the Tax Exemption Certificate and Agreement and the Bonds, the consummation of the transactions contemplated hereby or thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, the Indenture, the Remarketing Agreement, the Tax Exemption Certificate and Agreement and the other agreements and instruments contemplated herebyBonds, and compliance with the provisions thereof, will not conflict conflicts with or constitute results in a breach of the terms, conditions or default under provisions of any existing law, court or administrative regulation, decree or order restriction or any agreement, indenture, mortgage, lease agreement or other instrument to which the Issuer is subject now a party or by which it is bound, or constitutes a default under any of the foregoing. (c) To finance a portion of the Costs of the Project, the Issuer proposes to issue its Bonds in the amount and having the terms and conditions specified in Articles II, III and IV of the Indenture. The proceeds of the Bonds will be lent to the Company and used by the Company to finance a portion of the Costs of the Project as set forth in Section 3.3 of this Agreement. (d) The Issuer has not assigned or pledged, and will not assign or pledge, its right, title or interest in or to this Agreement or the Note, other than to secure the Bonds and as otherwise provided in the Indenture. (e) The Issuer is not in default under any of the provisions of the Constitution and the laws of the State which would affect its existence or its powers referred to in the preceding subsection (a). (f) Under existing statutes and decisions, no taxes on income or profits are imposed on the Issuer. (g) The Issuer hereby finds and determines that the financing of the Project with the proceeds of the Bonds will further the public purposes stated in the Act, and that all requirements of the Act incident to the issuance of the Bonds have been completed. (h) The information No member of the Issuer or any officer, employee or agent of the Issuer has a pecuniary interest in the Official Statement relating any employment, financing agreement or other contract made with respect to the Issuer under Company, the captions “THE AUTHORITY” and “LITIGATION” does not contain any untrue statement of a material fact and does not omit any material fact necessary to make Project, the statements thereinBonds, in light of the circumstances under which they were madeIndenture, not misleadingthis Agreement or the transactions contemplated thereby or by this Agreement. (i) The Issuer, pursuant to Section 6(b) of the Act, submitted notice, including a description of the Project and the financing therefor, to the corporate authorities of the Village of Hennepin, Xxxxxx County, Illinois, which has planning and subdivision control jurisdiction over the Project, and the Issuer has ratified not been informed by said corporate authorities of any objection to the use of the Preliminary Official Statement and has approved the use of the Official StatementProject. (j) The Issuer, on behalf of itself and any other “issuers,” within the meaning of Rule 15c2-12 Governor of the Securities and Exchange Commission promulgated under State has provided written approval for the Securities Exchange Act issuance of 1934 (the “Rule”), agrees to deliver to the Underwriter, at such addresses as the Underwriter shall specifyBonds, as many copies of the Official Statement as the Underwriter shall reasonably request as necessary to comply with Paragraph (b)(4required by Section 7(a) of the Rule and with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. The Issuer agrees to deliver such Official Statements within seven business days after the execution hereof. The parties hereto hereby agree to supply the Issuer with such information at such times, and to otherwise cooperate with the Issuer so that the Issuer can deliver the Official Statement in compliance with the preceding sentenceAct. (k) The Underwriter shall give notice to the Issuer and any additional “issuer” on the date after which no participating underwriter, as such term is defined in the Rule, remains obligated to deliver Official Statements pursuant to Paragraph (b)(4) of the Rule. (l) The Underwriter agrees that it shall, until a Official Statement is available, send or cause to be sent no later than the next business day, by first class mail or other equally prompt means, to any potential customer, on request, one or more copies of the Preliminary Official Statement, as most recently supplemented or amended (if any). (m) The Underwriter agrees from the time the Official Statement becomes available until the earlier of (i) ninety days from the end of the underwriting period or (ii) the time when the Official Statement is available to any person from a nationally recognized municipal securities information repository, but in no case less than 25 days following the end of the underwriting period, the Underwriter shall send or cause to be sent no later than the next business day, by first class mail or other equally prompt means to any potential customer, on request, at least one copy of the Official Statement.

Representations of the Issuer. The Issuer makes represents to the following representations Company, the Placement Agent and warrantiesthe Remarketing Agent: (a) The Issuer is a body politic and corporate duly organized and validly existing under the Constitution and laws Each of the State of South Dakota. The Issuer has full power and authority under the laws representations of the State Issuer contained in the Loan Agreement and in the Indenture are true and correct on and as of South Dakota (includingthe date hereof and are hereby made to the Placement Agent and the Remarketing Agent, in particular, the Act) to issue the Series 2014A Bonds, to execute and deliver as if set forth this Agreement, the Indenture, and the Seventeenth Supplement to Lease (as defined in the Indenture) and to carry out the terms thereof, including the acquisition and leasing of post-secondary vocational education facilities to the Board pursuant to the Lease and for the benefit of one or more Qualifying Participating Institutions (as defined in the Collection Agreement) pursuant to the Subleases (defined in the Indenture).; (b) The Issuer has complied with all applicable provisions All actions required on the part of the Constitution and laws Issuer for the issuance of the State of South Dakota in connection with Bonds and the authorization execution and sale of delivery of, and the Series 2014A Bonds. (c) The Issuer has duly taken all necessary action for (i) the authorization, issuance and sale of the Series 2014A Bonds upon the terms set forth herein and in the Preliminary Official Statement and (ii) the execution, delivery, receipt and due performance of the Series 2014A Bondsits obligations under, this Agreement and under the Loan Agreement, the Indenture, Indenture and the Seventeenth Supplement to Lease. (d) The Series 2014A Bonds, when issued, delivered and paid for as provided herein and in the Indenture, will Bonds have been duly and validly authorized and issued and will constitute valid and binding special obligations of the Issuer enforceable in accordance with their terms and entitled to the benefits and security of the Indenture. The Indenture, the Lease, and the Pledge Agreement, on the Closing Date (as hereinafter defined), will have each effectively taken; this Agreement has been duly and validly authorized, executed and delivered and, assuming the due authorization, execution and delivery by the other parties thereto is a valid, binding and enforceable agreement of the Issuer, will except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally; and the Bonds have been duly authorized, executed, issued and delivered, and in full force and effect and will be the hands of the owners thereof constitute, legal, valid and binding instruments special limited obligations of the Issuer, enforceable against the Issuer enforceable in accordance with their respective terms., except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally; (ec) The Issuer will cause the proceeds from the sale of the Series 2014A Bonds to be applied as specified in the Indenture and the Lease. So long as any of the Series 2014A Bonds remain outstanding, the Issuer will not issue or sell any bonds or obligations (other than the Series 2014A Bonds), the principal of, premium, if any, or interest on which will be payable from the payments due to the Issuer out of Lease Rentals or Program Revenues other than as permitted and provided in the Indenture and Pledge Agreement. (f) There are no legal or governmental proceedings pending or, to To the best of the knowledge of the Issuer, threatenedthere is no action, suit, proceeding or investigation pending before or by any court, board or body or other governmental authority, or threatened against or affecting the Issuer, or any basis therefor, to restrain or enjoin the issuance or delivery of the Bonds or the collection, application or pledge of the revenues pledged under the Indenture for the Bonds or in any way contesting or affecting the authority for the issuance of the Bonds or the validity or enforceability of the Bonds, the Loan Agreement, the Indenture or this Agreement or the power of the Issuer to execute and deliver such documents or to consummate the transactions contemplated therein or the existence or powers of the Issuer or the titles of its officers to their respective offices, or wherein an unfavorable decision, ruling or finding would have a material adverse effect on materially adversely affect the transactions contemplated hereby and in the Indenture or the Loan Agreement, or which in any way would materially adversely affect the validity or security of the Series 2014A Bonds, this Agreement, the Indenture, the Pledge resolutions adopted in connection with the issuance of the Bonds, the Loan Agreement or this Agreement, nor to the Collection Agreementbest knowledge and belief of the Issuer is there any basis therefor; (d) The execution, the Lease, or the transactions contemplated thereby or delivery and performance by the Official Statement. (g) The execution and delivery Issuer of this Agreement, the Series 2014A BondsLoan Agreement, the IndentureIndenture and the Bonds do not and will not violate any order, injunction, ruling or decree by which the Issuer is bound, and the other agreements do not and instruments contemplated hereby, and compliance with the provisions thereof, will not conflict with or constitute a breach of or a default under any existing law, court or administrative regulation, decree or order or any agreement, indenture, mortgage, lease lease, note or other obligation, instrument or arrangement to which the Issuer is subject a party or by which it the Issuer or any of its property is bound. (h) The information in the Official Statement relating , or contravene or constitute a violation of any federal or State constitutional or statutory provision, rule or regulation to which the Issuer under the captions “THE AUTHORITY” and “LITIGATION” does not contain or any untrue statement of a material fact and does not omit any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (i) The Issuer has ratified the use of the Preliminary Official Statement and has approved the use of the Official Statement. (j) The Issuer, on behalf of itself and any other “issuers,” within the meaning of Rule 15c2-12 of the Securities and Exchange Commission promulgated under the Securities Exchange Act of 1934 (the “Rule”), agrees to deliver to the Underwriter, at such addresses as the Underwriter shall specify, as many copies of the Official Statement as the Underwriter shall reasonably request as necessary to comply with Paragraph (b)(4) of the Rule and with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. The Issuer agrees to deliver such Official Statements within seven business days after the execution hereof. The parties hereto hereby agree to supply the Issuer with such information at such timesits property is subject, and to otherwise cooperate with the Issuer so no approval or other action by, or filing or registration with, any governmental authority or agency is required in connection therewith that the Issuer can deliver the Official Statement in compliance with the preceding sentence. (k) The Underwriter shall give notice to the Issuer and has not been obtained or accomplished, other than any additional “issuer” on the date after which no participating underwriterfilings, as such term is defined in the Rule, remains obligated to deliver Official Statements registrations or consents that may be required pursuant to Paragraph (b)(4) of the Rule. (l) The Underwriter agrees that it shall, until a Official Statement is available, send any federal or cause to be sent no later than the next business day, by first class mail or other equally prompt means, to any potential customer, on request, one or more copies of the Preliminary Official Statement, as most recently supplemented or amended (if any). (m) The Underwriter agrees from the time the Official Statement becomes available until the earlier of (i) ninety days from the end of the underwriting period or (ii) the time when the Official Statement is available to any person from a nationally recognized municipal State securities information repository, but in no case less than 25 days following the end of the underwriting period, the Underwriter shall send or cause to be sent no later than the next business day, by first class mail or other equally prompt means to any potential customer, on request, at least one copy of the Official Statement.laws; and

Representations of the Issuer. The Issuer makes the following representations and warrantiesas the basis for the undertakings on the part of the Company herein contained: (a) The Issuer is a body politic and corporate municipal corporation duly organized and validly existing under the Constitution and laws of the State of South Dakota. The Issuer has full power and authority under State. (b) In authorizing the laws issuance of the State Bonds to refund the Refunded Bonds the Issuer's purpose is, and in its judgment the effect thereof will be, to promote the public welfare by: the retention, encouragement and development of South Dakota (includingeconomically sound industry and commerce so as to prevent the emergence of or rehabilitate, so far as possible, blighted and marginal lands and areas of chronic unemployment; the development of industry to use the available resources of the community, in particularorder to retain the benefit of the community's existing investment in educational and public service facilities; and halting the movement of talented, educated personnel of mature age to other areas and thus preserving the economic and human resources needed as a base for providing governmental services and facilities. (c) The refunding of the Refunded Bonds, the Act) to issue issuance and sale of the Series 2014A Bonds, to execute the execution and deliver delivery of this Agreement, Agreement and the Indenture, and the Seventeenth Supplement to Lease (as defined performance of all covenants and agreements of the Issuer contained in this Agreement and the Indenture) , and to carry out the terms thereof, including the acquisition of all other acts and leasing of post-secondary vocational education facilities to the Board pursuant to the Lease and for the benefit of one or more Qualifying Participating Institutions (as defined in the Collection Agreement) pursuant to the Subleases (defined in the Indenture). (b) The Issuer has complied with all applicable provisions of things required under the Constitution and laws of the State of South Dakota in connection with to make this Agreement and the authorization Indenture valid and sale binding special, limited obligations of the Series 2014A BondsIssuer in accordance with their terms, are authorized by the Act and have been duly authorized by resolutions of the governing body of the Issuer adopted at meetings thereof duly called and held by the affirmative vote of not less than a majority of its members. (cd) The To refund the Refunded Bonds, and in anticipation of the collection of the payments to be made by the Company pursuant to the First Mortgage Bonds and this Agreement, the Issuer has duly taken all necessary action for (i) the authorization, issuance and sale of authorized the Series 2014A 2004 Bonds in the aggregate principal amount of $111,000,000, to be issued upon the terms set forth herein and in the Preliminary Official Statement and (ii) the execution, delivery, receipt and due performance of the Series 2014A Bonds, this Agreement, the Indenture, and the Seventeenth Supplement to Lease. (d) The Series 2014A Bonds, when issued, delivered and paid for as provided herein and in the Indenture, will have been duly and validly authorized and issued and will constitute valid and binding special obligations under the provisions of which certain of the Issuer enforceable Issuer's interests in accordance with their terms this Agreement and entitled the payments due hereunder are, as provided by the Act, pledged and a security interest therein granted to the benefits and Trustee as security for the payment of the Indenture. The Indenture, the Lease, and the Pledge Agreement, on the Closing Date (as hereinafter defined), will have each been duly and validly authorized, executed and delivered by the Issuer, will be in full force and effect and will be valid and binding instruments of the Issuer enforceable in accordance with their terms. (e) The Issuer will cause the proceeds from the sale of the Series 2014A Bonds to be applied as specified in the Indenture and the Lease. So long as any of the Series 2014A Bonds remain outstanding, the Issuer will not issue or sell any bonds or obligations (other than the Series 2014A Bonds), the principal of, premium, if any, or and interest on which will be payable from the payments due to the Issuer out of Lease Rentals or Program Revenues other than as permitted and provided in the Indenture and Pledge AgreementBonds. (f) There are no legal or governmental proceedings pending or, to the best of the knowledge of the Issuer, threatened, or any basis therefor, wherein an unfavorable decision, ruling or finding would have a material adverse effect on the validity or security of the Series 2014A Bonds, this Agreement, the Indenture, the Pledge Agreement, the Collection Agreement, the Lease, or the transactions contemplated thereby or by the Official Statement. (ge) The execution and delivery of this AgreementAgreement and the other agreements contemplated hereby to which the Issuer is a party, the Series 2014A Bonds, including without limitation the Indenture, and the other agreements consummation of the transactions contemplated hereby and instruments contemplated herebythereby, and compliance with the provisions fulfillment of the terms hereof and thereof, do not and will not conflict with with, or constitute on the part of the Issuer a breach of or a default under under, any existing (i) law, court or administrative regulation(ii) other legislative act, decree constitution or order other proceeding establishing or any relating to the establishment of the Issuer or its affairs or its resolutions, or (iii) agreement, indenture, mortgage, lease or other instrument to which the Issuer is subject or is a party or by which it is bound. (hf) The information in the Official Statement relating to No officer of the Issuer under who is authorized to take part in any manner in making this Agreement or the captions “THE AUTHORITY” Indenture or any contract contemplated hereby or thereby has a personal financial interest in or has personally and “LITIGATION” does not contain financially benefited from this Agreement or the Indenture or any untrue statement of a material fact and does not omit any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingsuch contract. (ig) The Issuer has ratified There is not pending or, to the use best knowledge of the Preliminary Official Statement Issuer, threatened any suit, action or proceeding against or affecting the Issuer before or by any court, arbitrator, administrative agency or other governmental authority which materially and has approved adversely affects the use validity, as to the Issuer, of this Agreement or the Indenture, any of its obligations hereunder or thereunder or any of the Official Statementtransactions contemplated hereby or thereby. (j) The Issuer, on behalf of itself and any other “issuers,” within the meaning of Rule 15c2-12 of the Securities and Exchange Commission promulgated under the Securities Exchange Act of 1934 (the “Rule”), agrees to deliver to the Underwriter, at such addresses as the Underwriter shall specify, as many copies of the Official Statement as the Underwriter shall reasonably request as necessary to comply with Paragraph (b)(4) of the Rule and with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. The Issuer agrees to deliver such Official Statements within seven business days after the execution hereof. The parties hereto hereby agree to supply the Issuer with such information at such times, and to otherwise cooperate with the Issuer so that the Issuer can deliver the Official Statement in compliance with the preceding sentence. (k) The Underwriter shall give notice to the Issuer and any additional “issuer” on the date after which no participating underwriter, as such term is defined in the Rule, remains obligated to deliver Official Statements pursuant to Paragraph (b)(4) of the Rule. (l) The Underwriter agrees that it shall, until a Official Statement is available, send or cause to be sent no later than the next business day, by first class mail or other equally prompt means, to any potential customer, on request, one or more copies of the Preliminary Official Statement, as most recently supplemented or amended (if any). (m) The Underwriter agrees from the time the Official Statement becomes available until the earlier of (i) ninety days from the end of the underwriting period or (ii) the time when the Official Statement is available to any person from a nationally recognized municipal securities information repository, but in no case less than 25 days following the end of the underwriting period, the Underwriter shall send or cause to be sent no later than the next business day, by first class mail or other equally prompt means to any potential customer, on request, at least one copy of the Official Statement.

Representations of the Issuer. The Issuer makes the following representations representations, covenants and warrantieswarranties as the basis for the undertakings on the part of the Borrower contained herein: (a) The Issuer is a body politic and corporate duly organized and validly existing under the Constitution and laws public instrumentality of the State of South Dakota. The Issuer has full power and authority under the laws of the State of South Dakota (including, in particular, the Act) to issue the Series 2014A Bonds, to execute a public body corporate and deliver this Agreement, the Indenture, and the Seventeenth Supplement to Lease (as defined in the Indenture) and to carry out the terms thereof, including the acquisition and leasing of post-secondary vocational education facilities to the Board pursuant to the Lease and for the benefit of one or more Qualifying Participating Institutions (as defined in the Collection Agreement) pursuant to the Subleases (defined in the Indenture)politic. (b) The Issuer has complied with all applicable provisions of the Constitution power to enter into this Agreement and laws of the State of South Dakota Indenture and to perform and observe the agreements and covenants on its part contained herein and in connection with the authorization Indenture, including without limitation the power to issue and sale of sell the Series 2014A BondsBonds as contemplated herein and in the Indenture, and by proper corporate action has duly authorized the execution and delivery hereof. (c) The execution and delivery of this Agreement and the Indenture by the Issuer has duly taken all necessary action for (i) the authorizationdo not, issuance and sale consummation of the Series 2014A Bonds upon transactions contemplated hereby and fulfillment of the terms set forth herein and hereof by the Issuer will not, result in the Preliminary Official Statement and (ii) the execution, delivery, receipt and due performance a breach of any of the Series 2014A Bondsterms or provisions of, this Agreementor constitute a default under, any indenture, mortgage, deed of trust or other agreement or instrument to which the Indenture, and the Seventeenth Supplement to LeaseIssuer is now a party or by which it is now bound. (d) The Series 2014A BondsIssuer has duly authorized, when issued, executed and delivered this Agreement and paid for as provided herein and in the Indenture, and assuming due authorization, execution and delivery by the other parties thereto, such documents will have been constitute valid and binding obligations of the Issuer enforceable in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors' rights generally and to the exercise of judicial discretion in accordance with general equitable principles. The Issuer has duly authorized the issuance of the Bonds. When executed, authenticated and validly authorized and issued and delivered in accordance with the Indenture, the Bonds will constitute valid and binding special obligations of the Issuer enforceable in accordance with their terms terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and entitled other laws affecting creditors' rights generally and to the benefits and security exercise of the Indenture. The Indenture, the Lease, and the Pledge Agreement, on the Closing Date (as hereinafter defined), will have each been duly and validly authorized, executed and delivered by the Issuer, will be in full force and effect and will be valid and binding instruments of the Issuer enforceable judicial discretion in accordance with their termsgeneral equitable principles. (e) The Issuer has not previously pledged and covenants that it will cause the proceeds from the sale of the Series 2014A Bonds to be applied as specified not in the Indenture and future pledge the Lease. So long as any of the Series 2014A Bonds remain outstanding, the Issuer will not issue or sell any bonds or obligations (amounts derived from this Agreement other than to secure the Series 2014A Bonds), the principal of, premium, if any, or interest on which will be payable from the payments due to the Issuer out of Lease Rentals or Program Revenues other than as permitted and provided in the Indenture and Pledge Agreement. (f) There are no legal or governmental proceedings pending or, to the best of the knowledge of the Issuer, threatened, or any basis therefor, wherein an unfavorable decision, ruling or finding would have a material adverse effect on the validity or security of the Series 2014A Bonds, this Agreement, the Indenture, the Pledge Agreement, the Collection Agreement, the Lease, or the transactions contemplated thereby or by the Official Statement. (g) The execution and delivery of this Agreement, the Series 2014A Bonds, the Indenture, and the other agreements and instruments contemplated hereby, and compliance with the provisions thereof, will not conflict with or constitute a breach of or default under any existing law, court or administrative regulation, decree or order or any agreement, indenture, mortgage, lease or other instrument to which the Issuer is subject or by which it is bound. (h) The information in the Official Statement relating to the Issuer under the captions “THE AUTHORITY” and “LITIGATION” does not contain any untrue statement of a material fact and does not omit any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (i) The Issuer has ratified the use of the Preliminary Official Statement and has approved the use of the Official Statement. (j) The Issuer, on behalf of itself and any other “issuers,” within the meaning of Rule 15c2-12 of the Securities and Exchange Commission promulgated under the Securities Exchange Act of 1934 (the “Rule”), agrees to deliver to the Underwriter, at such addresses as the Underwriter shall specify, as many copies of the Official Statement as the Underwriter shall reasonably request as necessary to comply with Paragraph (b)(4) of the Rule and with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. The Issuer agrees to deliver such Official Statements within seven business days after the execution hereof. The parties hereto hereby agree to supply the Issuer with such information at such times, and to otherwise cooperate with the Issuer so that the Issuer can deliver the Official Statement in compliance with the preceding sentence. (k) The Underwriter shall give notice to the Issuer and any additional “issuer” on the date after which no participating underwriter, as such term is defined in the Rule, remains obligated to deliver Official Statements pursuant to Paragraph (b)(4) of the Rule. (l) The Underwriter agrees that it shall, until a Official Statement is available, send or cause to be sent no later than the next business day, by first class mail or other equally prompt means, to any potential customer, on request, one or more copies of the Preliminary Official Statement, as most recently supplemented or amended (if any). (m) The Underwriter agrees from the time the Official Statement becomes available until the earlier of (i) ninety days from the end of the underwriting period or (ii) the time when the Official Statement is available to any person from a nationally recognized municipal securities information repository, but in no case less than 25 days following the end of the underwriting period, the Underwriter shall send or cause to be sent no later than the next business day, by first class mail or other equally prompt means to any potential customer, on request, at least one copy of the Official Statement.

Representations of the Issuer. The Issuer makes the following representations and warrantiesas the basis for its undertakings herein contained: (a) The Issuer is a body politic and corporate duly organized and validly existing under the Constitution and laws municipal corporation of the State of South DakotaOregon. The Under the provisions of the Act, the Issuer has full the power and authority under to enter into the laws of the State of South Dakota (including, in particular, the Act) to issue the Series 2014A Bonds, to execute and deliver transactions contemplated by this Agreement, the Indenture, and the Seventeenth Supplement to Lease (as defined in the Indenture) Agreement and to carry out its obligations hereunder. By proper action, the terms thereofIssuer has been duly authorized to execute, including the acquisition deliver and leasing of post-secondary vocational education facilities to the Board pursuant to the Lease and for the benefit of one or more Qualifying Participating Institutions (as defined in the Collection duly perform this Agreement) pursuant to the Subleases (defined in the Indenture). (b) The Issuer has complied with all applicable provisions To finance the Cost of the Constitution Project, the Issuer will issue the 1985 Series B Bonds, which will mature, bear interest, be subject to redemption, and laws of contain such other terms as provided in the State of South Dakota in connection with the authorization and sale of the Series 2014A BondsIndenture. (c) The Issuer has duly taken all necessary action for (i) the authorization, issuance Bonds will be issued under and sale of the Series 2014A Bonds upon the terms set forth herein and in the Preliminary Official Statement and (ii) the execution, delivery, receipt and due performance of the Series 2014A Bonds, this Agreement, secured by the Indenture, and pursuant to which the Seventeenth Supplement to Lease. Issuer's interest in this Agreement (d) The Series 2014A Bonds, when issued, delivered and paid for as provided herein and in the Indenture, will have been duly and validly authorized and issued and will constitute valid and binding special obligations except certain rights of the Issuer enforceable in accordance with their terms to payment for expenses and entitled indemnification) will be pledged to the benefits and Trustee as security for payment of the Indenture. The Indenture, the Lease, and the Pledge Agreement, on the Closing Date (as hereinafter defined), will have each been duly and validly authorized, executed and delivered by the Issuer, will be in full force and effect and will be valid and binding instruments of the Issuer enforceable in accordance with their terms. (e) The Issuer will cause the proceeds from the sale of the Series 2014A Bonds to be applied as specified in the Indenture and the Lease. So long as any of the Series 2014A Bonds remain outstanding, the Issuer will not issue or sell any bonds or obligations (other than the Series 2014A Bonds), the principal of, premium, if any, or and interest on which the Bonds. (d) The Issuer has not pledged and will be payable from the payments due to the Issuer out of Lease Rentals or Program Revenues not pledge its interest in this Agreement for any purpose other than as permitted and provided to secure the Bonds under the Indenture. (e) The Issuer is not in default under any of the Indenture and Pledge Agreementprovisions of the laws of the State of Oregon which default would affect its existence or its powers referred to in subsection (a) of this Section 2.1. (f) There are no legal or governmental proceedings pending or, The Issuer has found and determined and hereby finds and determines that all requirements of the Act with respect to the best issuance of the knowledge 1985 Series B Bonds and the execution of this Agreement have been complied with and that financing the Project by issuing the 1985 Series B Bonds and entering into this Agreement will be in furtherance of the Issuer, threatened, or any basis therefor, wherein an unfavorable decision, ruling or finding would have a material adverse effect on the validity or security purposes of the Series 2014A Bonds, this Agreement, the Indenture, the Pledge Agreement, the Collection Agreement, the Lease, or the transactions contemplated thereby or by the Official StatementAct. (g) The execution On August 24, 1973 and delivery of this AgreementOctober 31, 1984, the Series 2014A BondsIssuer adopted Memoranda of Agreement and on January 9, 1985, the Indenture, and Issuer adopted its resolution preliminarily approving the other agreements and instruments contemplated hereby, and compliance with financing of the provisions thereof, will not conflict with or constitute a breach of or default under any existing law, court or administrative regulation, decree or order or any agreement, indenture, mortgage, lease or other instrument to which the Issuer is subject or by which it is boundProject. (h) The information Issuer has taken proper action to allocate to the 1985 Series B Bonds a share of the State ceiling on private activity bonds (as defined in Section 103(n) of the Official Statement relating Code) for the current calendar year which was available to the Issuer under the captions “THE AUTHORITY” and “LITIGATION” does not contain any untrue statement of a material fact and does not omit any material fact necessary in an amount equal to make the statements therein, in light $62,000,000. Issuance of the circumstances under which they were made, 1985 Series B Bonds will not misleadingviolate any provisions of Section 103(n). (i) The No member, officer or other official of the Issuer has ratified the use of the Preliminary Official Statement and has approved the use of the Official Statement. (j) The Issuer, on behalf of itself and any other “issuers,” within the meaning of Rule 15c2-12 of the Securities and Exchange Commission promulgated under the Securities Exchange Act of 1934 (the “Rule”), agrees to deliver to the Underwriter, at such addresses as the Underwriter shall specify, as many copies of the Official Statement as the Underwriter shall reasonably request as necessary to comply with Paragraph (b)(4) of the Rule and with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. The Issuer agrees to deliver such Official Statements within seven business days after the execution hereof. The parties hereto hereby agree to supply the Issuer with such information at such times, and to otherwise cooperate with the Issuer so that the Issuer can deliver the Official Statement in compliance with the preceding sentence. (k) The Underwriter shall give notice to the Issuer and any additional “issuer” on the date after which no participating underwriter, as such term is defined interest whatsoever in the Rule, remains obligated to deliver Official Statements pursuant to Paragraph (b)(4) of Company or in the Ruletransactions contemplated by this Agreement. (l) The Underwriter agrees that it shall, until a Official Statement is available, send or cause to be sent no later than the next business day, by first class mail or other equally prompt means, to any potential customer, on request, one or more copies of the Preliminary Official Statement, as most recently supplemented or amended (if any). (m) The Underwriter agrees from the time the Official Statement becomes available until the earlier of (i) ninety days from the end of the underwriting period or (ii) the time when the Official Statement is available to any person from a nationally recognized municipal securities information repository, but in no case less than 25 days following the end of the underwriting period, the Underwriter shall send or cause to be sent no later than the next business day, by first class mail or other equally prompt means to any potential customer, on request, at least one copy of the Official Statement.

Representations of the Issuer. The Issuer makes the following representations and warranties: (a) The Issuer It is a political subdivision, body politic and corporate duly organized and validly existing under the Constitution and laws of the State of South Dakota. The Issuer has full power and authority under the laws of the State of South Dakota (includingIllinois, in particular, with the power under and pursuant to the Act) to issue the Series 2014A Bonds, to execute and deliver this Agreement, the IndentureAgreement and to perform its obligations hereunder, and to issue and sell the Seventeenth Supplement to Lease (as defined in the Indenture) and to carry out the terms thereof, including the acquisition and leasing of post-secondary vocational education facilities to the Board Bonds pursuant to the Lease and for the benefit of one or more Qualifying Participating Institutions (as defined in the Collection this Agreement) pursuant to the Subleases (defined in the Indenture).; and (b) The Issuer It has taken all necessary action and has complied with all applicable provisions of the Constitution and laws of the State of South Dakota in connection with Illinois and the authorization Act required to make this Agreement and sale the Bonds the valid, special obligations of the Series 2014A Bonds.Issuer which they purport to be; and, when executed and delivered by the parties hereto, this Agreement will constitute a valid and binding agreement of the Issuer enforceable in accordance with its terms, except as enforceability may be subject to the exercise of judicial discretion in accordance with general equitable principles and to applicable bankruptcy, insolvency, reorganization, moratorium and other laws for the relief of debtors heretofore or hereafter enacted to the extent that the same may be constitutionally applied; and (c) The Issuer has duly taken all necessary action for (i) the authorization, issuance and sale of the Series 2014A Bonds upon the terms set forth herein and in the Preliminary Official Statement and (ii) the execution, delivery, receipt and due performance of the Series 2014A Bonds, this Agreement, the Indenture, and the Seventeenth Supplement When delivered to Lease. (d) The Series 2014A Bonds, when issued, delivered and paid for as provided herein by the initial purchasers in accordance with the terms of this Agreement and in the IndentureBond Purchase Agreement dated July ____, will have been duly and validly authorized and issued and 2001 with respect to the Bonds, the Bonds will constitute valid and binding special limited obligations of the Issuer enforceable in accordance with their terms terms, except as enforceability may be subject to the exercise of judicial discretion in accordance with general equitable principles and to applicable bankruptcy, insolvency, reorganization, moratorium and other laws for the relief of debtors heretofore or hereafter enacted to the extent that the same may be constitutionally applied, and will be entitled to the benefits and security of this Agreement; (d) The Issuer has determined that the Project will further the public purposes of the Indenture. The IndentureAct by providing increased employment opportunities for residents of DuPage County, the Lease, Illinois and the Pledge AgreementIssuer acknowledges that at the date hereof the land in DuPage County, on the Closing Date (Illinois, is an area of critical labor surplus as hereinafter defined), will have each been duly and validly authorized, executed and delivered certified by the Issuer, will be in full force Department of Commerce and effect Community Affairs of the State of Illinois and that the intended use of the facilities comprising the Project constitutes and will be valid and binding instruments constitute an "industrial project" within the meaning of the Issuer enforceable in accordance with their terms.Act; and (e) The Issuer makes no other representations or warranties, either express or implied, of any nature or kind, including, without limitation, a representation or warranty that interest on the Bonds is or will cause the proceeds from the sale of the Series 2014A Bonds continue to be applied as specified in the Indenture and the Lease. So long as any of the Series 2014A Bonds remain outstanding, the exempt from federal or state income taxation. (f) The Issuer covenants that it will not issue promptly pay or sell any bonds or obligations (other than the Series 2014A Bonds), cause to be paid the principal or Purchase Price of, interest, premium, if any, or interest and other charges, if any, on which will be payable the Bonds at the place, on the dates, from the payments due to sources and in the manner provided herein and in the Bonds; provided, however, that the Bonds do not now and shall never constitute a general obligation of the Issuer out of Lease Rentals or Program Revenues other than as permitted and provided in the Indenture and Pledge Agreement. (f) There are no legal a debt or governmental proceedings pending or, to the best pledge of the knowledge faith and credit of the Issuer or the State, and all covenants and undertakings by the Issuer hereunder and under the Bonds to make payments are special, limited, obligations of the Issuer, threatened, or any basis therefor, wherein an unfavorable decision, ruling or finding would have a material adverse effect on payable solely from the validity or security of the Series 2014A Bonds, this Agreement, the Indenture, the Pledge Agreement, the Collection Agreement, the Lease, or the transactions contemplated thereby or by the Official Statementrevenues and funds pledged hereunder. (g) Nothing contained in this Agreement is intended to impose any pecuniary liability on the Issuer nor shall it in any way obligate the Issuer to pay any debt or meet any financial obligations to any Person at any time in relation to the Project except from moneys received under the provisions of this Agreement; provided, however, that nothing contained in this Agreement shall in any way obligate the Issuer to pay such debts or meet such financial obligations from moneys received for the Issuer's own account. (h) The Issuer is not in default under any of the provisions of the laws of the State which would affect its existence or its powers referred to in Section 701 hereof. (i) The Issuer hereby finds and determines that the Project will further the public purposes of the Act and that all requirements of the Act have been completed. (j) No member, officer, agent or employee of the Issuer is in his or her own name or in the name of a nominee, an officer, director or holder of an ownership interest of more than seven and one half percent (7-1/2%) in any Person, association, trust, corporation, partnership or other entity which is, in its own name or in the name of a nominee, a party to any contract or agreement related to the transactions contemplated by the Bond Resolution approving this transaction or this Agreement. (k) No member of the Issuer or officer, agent or employee thereof is, in his or her own name or in the name of a nominee, a holder of any direct or indirect interest (other than a prohibited interest described in paragraph (a) above) in any contract or agreement related to the transactions contemplated by the bond resolution adopted July 19, 2001, by the Issuer or the documents executed by the Issuer, except for direct or indirect interests (other than prohibited interests) (i) which such member, officer, agent or employee has disclosed to the Secretary of the Issuer, in the manner required by Section 15(b) of the Act, prior to the taking of final action by the Issuer with respect to such contract or agreement, which disclosure has been publicly acknowledged by the Issuer and entered upon the minutes of the Issuer, and (ii) as to which the member, officer, agent or employee has refrained from taking the actions described in such Section 15(b). (l) Neither the execution and delivery of this Agreement, the Series 2014A Bonds, consummation of the Indenture, and transactions contemplated hereby nor the other agreements and instruments contemplated hereby, and fulfillment of or compliance with the provisions thereofterms and conditions of this Agreement, will not conflict conflicts with or constitute results in a breach of the terms, conditions or default under provisions of any existing law, court or administrative regulation, decree or order restriction or any agreement, indenture, mortgage, lease agreement or other instrument to which the Issuer is subject now a party or by which it is bound. (h) The information in the Official Statement relating to the Issuer , or constitutes a default under the captions “THE AUTHORITY” and “LITIGATION” does not contain any untrue statement of a material fact and does not omit any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (i) The Issuer has ratified the use of the Preliminary Official Statement and has approved the use of the Official Statement. (j) The Issuer, on behalf of itself and any other “issuers,” within the meaning of Rule 15c2-12 of the Securities and Exchange Commission promulgated under the Securities Exchange Act of 1934 (the “Rule”), agrees to deliver to the Underwriter, at such addresses as the Underwriter shall specify, as many copies of the Official Statement as the Underwriter shall reasonably request as necessary to comply with Paragraph (b)(4) of the Rule and with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. The Issuer agrees to deliver such Official Statements within seven business days after the execution hereof. The parties hereto hereby agree to supply the Issuer with such information at such times, and to otherwise cooperate with the Issuer so that the Issuer can deliver the Official Statement in compliance with the preceding sentence. (k) The Underwriter shall give notice to the Issuer and any additional “issuer” on the date after which no participating underwriter, as such term is defined in the Rule, remains obligated to deliver Official Statements pursuant to Paragraph (b)(4) of the Rule. (l) The Underwriter agrees that it shall, until a Official Statement is available, send or cause to be sent no later than the next business day, by first class mail or other equally prompt means, to any potential customer, on request, one or more copies of the Preliminary Official Statement, as most recently supplemented or amended (if any)foregoing. (m) The Underwriter agrees from There is no action, suit, proceeding or investigation pending or, to the time knowledge of Issuer, threatened against the Official Statement becomes available until Issuer which seeks to restrain or enjoin the earlier of (i) ninety days from the end issuance or delivery of the underwriting period orBonds, or which in any way contests or affects any authority for the issuance of the Bonds, the validity of the Bonds or this Indenture, in any way contests the corporate existence or powers of the Issuer or in any way affects the tax-exempt status of the Bonds. (iin) The Project is located in DuPage County in the time when City of West Chicago, Illinois. (o) The Bonds are to be issued under and secured by the Official Statement is available Indenture, pursuant to any person from a nationally recognized municipal securities information repository, but in no case less than 25 days following the end which certain of the underwriting periodIssuer's interests in this Agreement, and the Underwriter shall send or cause revenues and income to be sent no later than derived by the next business dayIssuer pursuant to this Agreement and the Promissory Note, by first class mail or other equally prompt means will be pledged and assigned to any potential customer, on request, at least one copy the Trustee as security for payment of the Official Statementprincipal, 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 revenues and income derived pursuant to this Agreement or the Note, except for the Issuer's Unassigned Rights, other than to the Trustee under the Indenture, to secure the Bonds.

Representations of the Issuer. The Issuer makes the following representations and warrantiesrepresentations, all of which will survive the Closing: (a) The Issuer is a body politic and corporate political subdivision duly organized and validly existing under the laws of the State of Nebraska. Under the provisions of the Nebraska Industrial Development Act, Chapter 13, Article II Reissue Revised Statutes of Nebraska, 1997, as amended (the “Act”) and the Constitution of the State of Nebraska, the Issuer is authorized to enter into the transactions contemplated by this Bond Purchase Agreement, the Lease Agreement, the Sublease (as defined in the Lease Agreement), the Indenture and the Tax Regulatory Agreement among the Issuer and the Company dated as of June 1, 2008 (the “Tax Regulatory Agreement”) and to carry out its obligations hereunder and thereunder. The Issuer has complied in all respects with, and the issuance of the Bonds pursuant to, and the consummation of the other transactions contemplated by, this Bond Purchase Agreement, the Indenture, the Lease Agreement, the Sublease and the Tax Regulatory Agreement in accordance with the terms thereof, will comply in all respects with, the Constitution and laws of the State of South Dakota. The Issuer has full power Nebraska and authority under the laws of the State of South Dakota (including, in particular, particularly the Act) to issue the Series 2014A Bonds, to execute and deliver this Agreement, the Indenture, and the Seventeenth Supplement to Lease (as defined in the Indenture) and to carry out the terms thereof, including the acquisition and leasing of post-secondary vocational education facilities to the Board pursuant to the Lease and for the benefit of one or more Qualifying Participating Institutions (as defined in the Collection Agreement) pursuant to the Subleases (defined in the Indenture). (b) The information about the Issuer contained in the Limited Offering Memorandum under the heading “THE ISSUER” is true, correct and complete and does not contain any untrue statement of a material fact and does not omit and will not omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Issuer has complied with all applicable provisions authorized the delivery of the Constitution Limited Offering Memorandum and laws approves and consents to the use of the State of South Dakota in connection with information about the authorization and sale of Issuer under the Series 2014A Bondsheading “THE ISSUER” therein by the Underwriter. (c) The Issuer has duly taken all necessary action for (i) adopted the authorizationOrdinance and has duly authorized the execution and delivery of the Lease Agreement, the Sublease, the Indenture and the Tax Regulatory Agreement and the performance of its obligations thereunder, the issuance and sale of the Series 2014A Bonds upon the terms set forth herein and in the Preliminary Official Statement and (ii) the execution, delivery, receipt and due performance of the Series 2014A Bonds, this Agreement, and all actions necessary or appropriate to carry out the Indenture, and the Seventeenth Supplement to Leasesame. (d) The Series 2014A Bonds, when issued, delivered and paid for as provided herein and in the Indenture, will have This Bond Purchase Agreement has been duly authorized, executed and validly authorized delivered by the Issuer and issued and will constitute constitutes a legal, valid and binding special obligations obligation of the Issuer and is enforceable against the Issuer in accordance with their terms its terms, subject to general principles of equity and entitled to except as may be limited by bankruptcy, insolvency or other laws affecting the benefits and security enforcement of the Indenturecreditors’ rights in general. The IndentureLease Agreement, the LeaseSublease, the Bonds, the Indenture and the Pledge Tax Regulatory Agreement, on the Closing Date (as hereinafter defined), will have each been duly and validly authorized, when executed and delivered by the Issuer, will be in full force and effect and will be constitute legal, valid and binding instruments obligations of the Issuer, enforceable against the Issuer enforceable in accordance with their terms, subject to general principles of equity and federal and state laws affecting the enforcement of creditors’ rights generally. (e) The Issuer will cause the proceeds from the sale of the Series 2014A Bonds to be applied as specified There is no action, suit, proceeding, inquiry or investigation at law or in the Indenture and the Lease. So long as equity or before or by any of the Series 2014A Bonds remain outstandingcourt, the Issuer will not issue public board or sell any bonds or obligations (other than the Series 2014A Bonds), the principal of, premium, if any, or interest on which will be payable from the payments due to the Issuer out of Lease Rentals or Program Revenues other than as permitted and provided in the Indenture and Pledge Agreement. (f) There are no legal or governmental proceedings body pending or, to the best of the knowledge of the Issuer, threatened, threatened against or any basis therefor, affecting the Issuer wherein an unfavorable decision, ruling or finding would have a material adverse effect on adversely affect the transactions contemplated hereby or by the Limited Offering Memorandum or the validity or security the enforceability of the Series 2014A Bonds, this the Lease Agreement, the Sublease, the Indenture, the Pledge Tax Regulatory Agreement or this Bond Purchase Agreement, the Collection Agreement, the Lease, or the transactions contemplated thereby or by the Official Statement. (gf) The execution and delivery by the Issuer of this the Bonds, the Lease Agreement, the Series 2014A BondsSublease, the Indenture, the Tax Regulatory Agreement and the other agreements and instruments contemplated hereby, this Bond Purchase Agreement and compliance by the Issuer with the provisions thereof, thereof will not conflict with or constitute on the part of Issuer a breach of or a default under any existing law, court or administrative regulation, decree or order or any agreement, indenture, mortgage, lease or other instrument to which the Issuer is subject or by which it the Issuer is or may be bound. (h) The information in the Official Statement relating to the Issuer under the captions “THE AUTHORITY” and “LITIGATION” does not contain any untrue statement of a material fact and does not omit any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (i) The Issuer has ratified the use of the Preliminary Official Statement and has approved the use of the Official Statement. (j) The Issuer, on behalf of itself and any other “issuers,” within the meaning of Rule 15c2-12 of the Securities and Exchange Commission promulgated under the Securities Exchange Act of 1934 (the “Rule”), agrees to deliver to the Underwriter, at such addresses as the Underwriter shall specify, as many copies of the Official Statement as the Underwriter shall reasonably request as necessary to comply with Paragraph (b)(4) of the Rule and with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. The Issuer agrees to deliver such Official Statements within seven business days after the execution hereof. The parties hereto hereby agree to supply the Issuer with such information at such times, and to otherwise cooperate with the Issuer so that the Issuer can deliver the Official Statement in compliance with the preceding sentence. (k) The Underwriter shall give notice to the Issuer and any additional “issuer” on the date after which no participating underwriter, as such term is defined in the Rule, remains obligated to deliver Official Statements pursuant to Paragraph (b)(4) of the Rule. (l) The Underwriter agrees that it shall, until a Official Statement is available, send or cause to be sent no later than the next business day, by first class mail or other equally prompt means, to any potential customer, on request, one or more copies of the Preliminary Official Statement, as most recently supplemented or amended (if any). (m) The Underwriter agrees from the time the Official Statement becomes available until the earlier of (i) ninety days from the end of the underwriting period or (ii) the time when the Official Statement is available to any person from a nationally recognized municipal securities information repository, but in no case less than 25 days following the end of the underwriting period, the Underwriter shall send or cause to be sent no later than the next business day, by first class mail or other equally prompt means to any potential customer, on request, at least one copy of the Official Statement.

Representations of the Issuer. The Issuer makes the following representations and warrantiesas the basis for its undertakings herein contained: (a) The Issuer is a body politic public instrumentality and corporate duly organized and validly existing under the Constitution and laws agency of the State of South Dakota. The Issuer has full power Iowa duly organized and authority existing under the laws of the State State. Under the provisions of South Dakota (includingthe Act and the Constitution of the State, in particular, Issuer is authorized to enter into the Act) transactions contemplated by this Financing Agreement and the Indenture and to issue the Series 2014A Bonds, carry out its obligations hereunder and thereunder. Issuer has been duly authorized to execute and deliver this Financing Agreement, the Indenture, Tax Certificate and the Seventeenth Supplement to Lease (as defined in the Indenture) and to carry out the terms thereof, including the acquisition and leasing of post-secondary vocational education facilities to the Board pursuant to the Lease and for the benefit of one or more Qualifying Participating Institutions (as defined in the Collection Agreement) pursuant to the Subleases (defined in the Indenture). (b) The Issuer has complied with all applicable provisions of the Constitution and laws of the State of South Dakota in connection with the authorization issuance and sale of the Series 2014A Bonds; the execution and delivery of this Financing Agreement and the assignment of this Financing Agreement to the Trustee (other than the Unassigned Issuer’s Rights); and the performance of all covenants and agreements of the Issuer contained in the Bonds, the Tax Certificate and this Financing Agreement have been duly authorized by resolutions of the governing body of the Issuer adopted at meetings thereof duly called and held by the affirmative vote of not less than a majority of a quorum present at such meetings. (c) The Issuer has duly taken all necessary action for (i) now agrees to provide financing to pay the authorizationcosts of acquiring, issuance constructing and sale improving a portion of the Series 2014A Project by the issuance of the Bonds upon on the terms Closing Date as set forth herein and in the Preliminary Official Statement Indenture and (ii) by lending the execution, delivery, receipt and due performance proceeds of the Series 2014A Bonds, Bonds to the Company pursuant to this Financing Agreement, the Indenture, and the Seventeenth Supplement to Lease. (d) The Series 2014A Bonds, when issued, delivered and paid for as provided herein and in the Indenture, will have been duly and validly authorized and issued and will constitute valid and binding special obligations of the Issuer enforceable in accordance with their terms and entitled to the benefits and security of the Indenture. The Indenture, the Lease, and the Pledge Agreement, on the Closing Date (as hereinafter defined), will have each been duly and validly authorized, executed and delivered by the Issuer, will be in full force and effect and will be valid and binding instruments of the Issuer enforceable in accordance with their terms. (e) The Issuer will cause the proceeds from the sale of the Series 2014A Bonds to be applied as specified in the Indenture and the Lease. So long as any of the Series 2014A Bonds remain outstanding, the Issuer will not issue or sell any bonds or obligations (other than the Series 2014A Bonds), the principal of, premium, if any, or interest on which will be payable from the payments due to the Issuer out of Lease Rentals or Program Revenues other than as permitted and provided in the Indenture and Pledge Agreement. (f) There are no legal or governmental proceedings pending or, to the best of the knowledge of the Issuer, threatened, or any basis therefor, wherein an unfavorable decision, ruling or finding would have a material adverse effect on the validity or security of the Series 2014A Bonds, this Agreement, the Indenture, the Pledge Agreement, the Collection Agreement, the Lease, or the transactions contemplated thereby or by the Official Statement. (g) The execution and delivery of this Financing Agreement, the Series 2014A Bonds, Indenture and the IndentureTax Certificate by Issuer do not, and consummation of the other agreements transactions contemplated hereby and instruments contemplated hereby, thereby and compliance with fulfillment of the provisions thereof, terms hereof or thereof by Issuer will not conflict with result in a breach of any of the terms or provisions of, or constitute a breach of or default under under, any existing law, court or administrative regulation, decree or order or any agreement, indenture, mortgage, lease deed of trust or other agreement or instrument to which the Issuer is subject now a party or by which it is now bound. (he) The information in Issuer has not and will not pledge the Official Statement relating amounts derived from this Financing Agreement other than to secure the Bonds and amounts owed to the Issuer under the captions “THE AUTHORITY” and “LITIGATION” does not contain any untrue statement of a material fact and does not omit any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (i) The Issuer has ratified the use of the Preliminary Official Statement and has approved the use of the Official Statement. (j) The Issuer, on behalf of itself and any other “issuers,” within the meaning of Rule 15c2-12 of the Securities and Exchange Commission promulgated under the Securities Exchange Act of 1934 (the “Rule”), agrees to deliver to the Underwriter, at such addresses as the Underwriter shall specifyCredit Facility Provider or Liquidity Facility Provider, as many copies of the Official Statement as the Underwriter shall reasonably request as necessary to comply with Paragraph (b)(4) of the Rule and with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. The Issuer agrees to deliver such Official Statements within seven business days after the execution hereof. The parties hereto hereby agree to supply the Issuer with such information at such times, and to otherwise cooperate with the Issuer so that the Issuer can deliver the Official Statement in compliance with the preceding sentenceapplicable. (k) The Underwriter shall give notice to the Issuer and any additional “issuer” on the date after which no participating underwriter, as such term is defined in the Rule, remains obligated to deliver Official Statements pursuant to Paragraph (b)(4) of the Rule. (l) The Underwriter agrees that it shall, until a Official Statement is available, send or cause to be sent no later than the next business day, by first class mail or other equally prompt means, to any potential customer, on request, one or more copies of the Preliminary Official Statement, as most recently supplemented or amended (if any). (m) The Underwriter agrees from the time the Official Statement becomes available until the earlier of (i) ninety days from the end of the underwriting period or (ii) the time when the Official Statement is available to any person from a nationally recognized municipal securities information repository, but in no case less than 25 days following the end of the underwriting period, the Underwriter shall send or cause to be sent no later than the next business day, by first class mail or other equally prompt means to any potential customer, on request, at least one copy of the Official Statement.

Representations of the Issuer. The Issuer makes the following representations and warranties: (a) The shares of Stock being issued hereunder will be free and clear of any liens, encumbrances, or claims of any kind whatsoever, and Issuer is a body politic warrants free, clear and corporate duly organized and validly existing marketable title to said shares to the Purchaser, subject to said shares being restricted under the Constitution and laws securities laws. (b) Issuer has no knowledge of any restrictions by contract, operation of law or otherwise prohibiting this sale or the transfer of these shares into the name of the State Purchaser, subject only to the provision of South Dakotathe securities laws governing restricted stock. (c) There have been no changes in the capital structure of Company including outstanding shares, options, warrants or related matters since the March 31, 1997, financial statements which have been provided to Purchaser. There also have been no material items of expense or income incurred or accrued since such date. (d) The Issuer has full power been duly organized, is validly existing and authority is in good standing under the laws of the State of South Dakota (including, in particular, the Act) to issue the Series 2014A Bonds, to execute and deliver this Agreement, the Indenture, and the Seventeenth Supplement to Lease (as defined in the Indenture) and to carry out the terms thereof, including the acquisition and leasing of post-secondary vocational education facilities to the Board pursuant to the Lease and for the benefit of one or more Qualifying Participating Institutions (as defined in the Collection Agreement) pursuant to the Subleases (defined in the Indenture). (b) The Issuer has complied with all applicable provisions of the Constitution and laws of the State of South Dakota in connection with the authorization and sale of the Series 2014A Bonds. (c) The Issuer has duly taken all necessary action for (i) the authorization, issuance and sale of the Series 2014A Bonds upon the terms set forth herein and in the Preliminary Official Statement and (ii) the execution, delivery, receipt and due performance of the Series 2014A Bonds, this Agreement, the Indenture, and the Seventeenth Supplement to Lease. (d) The Series 2014A Bonds, when issued, delivered and paid for as provided herein and in the Indenture, will have been duly and validly authorized and issued and will constitute valid and binding special obligations of the Issuer enforceable in accordance with their terms and entitled to the benefits and security of the Indenture. The Indenture, the Lease, and the Pledge Agreement, on the Closing Date (as hereinafter defined), will have each been duly and validly authorized, executed and delivered by the Issuer, will be in full force and effect and will be valid and binding instruments of the Issuer enforceable in accordance with their termsFlorida. (e) The Issuer will cause the proceeds from the sale of the Series 2014A Bonds to be applied as specified in the Indenture and the Lease. So long as any of the Series 2014A Bonds remain outstandingis, the Issuer will not issue or sell any bonds or obligations (other than the Series 2014A Bonds), the principal of, premium, if any, or interest on which will be payable from the payments due to the Issuer out best of Lease Rentals or Program Revenues other than as permitted Issuer's knowledge and provided belief, in the Indenture compliance in all material respects with all applicable laws and Pledge Agreementregulations of Federal, State and local government agencies having jurisdiction over it. (f) There are no legal or governmental proceedings pending or, to The Issuer's articles of incorporation specifically exclude Issuer from the best Control Share Acquisition Provisions contained in Section 607.0902 of the knowledge Corporation Law of Florida or Issuer is otherwise excepted from said provisions such that the Issuer, threatened, or any basis therefor, wherein an unfavorable decision, ruling or finding would issuance of these shares to Purchaser as contemplated by this agreement will not be affected by such provisions and Purchaser shall have a material adverse effect on the validity or security of the Series 2014A Bonds, this Agreement, the Indenture, the Pledge Agreement, the Collection Agreement, the Lease, or the transactions contemplated thereby or by the Official Statementfull unaffected right to vote all shares purchased hereunder. (g) The Stock will be duly authorized, validly issued, fully paid and non-assessable and the delivery to Purchaser of the Stock pursuant to the provisions of this Agreement will constitute valid title in said stock, free and clear of all liens, encumbrances, restrictions, claims and commitments of every kind. (h) The execution and delivery of this Agreement, the Series 2014A Bonds, the Indenture, Agreement and the other agreements and instruments contemplated hereby, and compliance with Stock does not violate any provision of the provisions thereof, will not law applicable to the Issuer or conflict with or result in a breach or termination of any provision of, or constitute a breach default, or will result in the creation of any lien, charge or default encumbrance upon any of the property or assets of the Issuer pursuant to or under any existing lawcorporate charter, court or administrative regulation, decree or order or any agreement, indentureby-laws, mortgage, lease deed of trust, indenture or other instrument agreement or instrument, or any order, judgment, decree, statute, regulation or any other restriction of any kind or character to which the Issuer is subject a party or by which it is bound. (h) The information in any of the Official Statement relating to assets of the Issuer under may be bound with or without the captions “THE AUTHORITY” and “LITIGATION” does not contain any untrue statement giving of a material fact and does not omit any material fact necessary notice, the passage of time or both, except with respect to make the statements therein, in light of the circumstances under which they were made, not misleadingapplicable laws affecting creditors' rights. (i) The Subsequent to the execution of this agreement and prior to the appointment of Purchaser as sole officer and director, Issuer has ratified the use will ensure that no person takes any action on behalf of the Preliminary Official Statement and has approved the use of the Official StatementIssuer except as contemplated herein. (j) The Issuer, Issuer will have caused all corporate action necessary to appoint Purchaser as the sole officer and director of Issuer to be taken and upon such action Purchaser will be the sole officer and director of Issuer with all necessary authority to act on behalf of itself and any other “issuers,” within the meaning of Rule 15c2-12 of the Securities and Exchange Commission promulgated under the Securities Exchange Act of 1934 (the “Rule”), agrees to deliver to the Underwriter, at such addresses as the Underwriter shall specify, as many copies of the Official Statement as the Underwriter shall reasonably request as necessary to comply with Paragraph (b)(4) of the Rule and with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. The Issuer agrees to deliver such Official Statements within seven business days after the execution hereof. The parties hereto hereby agree to supply the Issuer with such information at such times, and to otherwise cooperate with the Issuer so that the Issuer can deliver the Official Statement in compliance with the preceding sentenceIssuer. (k) The Underwriter shall give notice Issuer has taken all corporate action necessary to issue the Issuer and any additional “issuer” on the date after which no participating underwriter, as such term is defined in the Rule, remains obligated subject shares of stock to deliver Official Statements pursuant to Paragraph (b)(4) of the RulePurchaser. (l) The Underwriter agrees that it shall, until a Official Statement is available, send or cause Issuer shall turn all books and records of Issuer to be sent no later than Purchaser upon the next business day, by first class mail or other equally prompt means, to any potential customer, on request, one or more copies of the Preliminary Official Statement, as most recently supplemented or amended (if any)execution hereof. (m) The Underwriter agrees from the time the Official Statement becomes available until the earlier of (i) ninety days from the end of the underwriting period or (ii) the time when the Official Statement is available to any person from a nationally recognized municipal securities information repository, but in no case less than 25 days following the end of the underwriting period, the Underwriter shall send or cause to be sent no later than the next business day, by first class mail or other equally prompt means to any potential customer, on request, at least one copy of the Official Statement.