Common use of Representations, Warranties and Covenants by Issuer Clause in Contracts

Representations, Warranties and Covenants by Issuer. Issuer represents, warrants and covenants that: (a) Issuer is a public body corporate and politic duly created and existing as a de jure political subdivision under the Constitution and laws of the Commonwealth of Kentucky and, pursuant to the Act, Issuer, the de jure governmental successor by operation of law to the Predecessor County, has the power and duty to issue the 2007 Series B Bonds, to enter into this Agreement and the Indenture and the transactions contemplated hereby and to carry out its obligations hereunder and thereunder. To its knowledge, Issuer is not in default under or in violation of the Constitution or any of the laws of the Commonwealth of Kentucky relevant to the issuance of the 2007 Series B Bonds or the consummation of the transactions contemplated hereby or in connection with such issuance, and has been duly authorized to issue the 2007 Series B Bonds and to execute and deliver this Agreement and the Indenture. Issuer agrees that it will do or cause to be done in timely manner all things necessary to preserve and keep in full force and effect its existence, and to carry out the terms of this Agreement. (b) Issuer has loaned funds derived from the sale of the 2007 Series B Bonds to Company to provide for the refunding, payment and discharge of the outstanding principal amount of the Refunded 1993 Series A Bonds, to assist the Company to restructure its debt structure and to the end that air and water pollution be abated and controlled and solid waste disposed of at the Project Site in the Commonwealth of Kentucky. (c) To accomplish the foregoing, Issuer issued $35,200,000 aggregate principal amount of its 2007 Series B Bonds on such terms and conditions as are set forth in the Indenture. The proceeds from the sale of the 2007 Series B Bonds were applied exclusively and in whole, together with other funds made available by the Company, to refund, pay and discharge the outstanding principal amount of the Refunded 1993 Series A Bonds on or prior to the 90th day after the date of issuance of the 2007 Series B Bonds. (d) Issuer will cooperate with Company and take all actions necessary for Company to comply with Section 2.2(n), (aa) and (bb) hereof and take other actions reasonably requested by Company in furtherance of this Agreement. (e) The Project Site is located within the boundaries of Issuer. (f) Ordinance No. 50, Series 2007 of the Metro Council of the Issuer adopted on second reading on March 22, 2007 has been in continuous effect since the date of adoption thereof. (g) Ordinance No. 191, Series 2008 of the Metro Council of the Issuer adopted on second reading on October 23, 2008 has been in continuous effect since the date of adoption thereof. (h) Ordinance No. 182, Series 2010 of the Metro Council of the Issuer adopted on second reading on September 23, 2010 has been in continuous effect since the date of adoption thereof.

Representations, Warranties and Covenants by Issuer. Issuer represents, warrants and covenants that: (a) Issuer is a public body corporate and politic duly created and existing as a county and de jure political subdivision under the Constitution and laws of the Commonwealth of Kentucky and, pursuant to the Act, Issuer, the de jure governmental successor by operation of law to the Predecessor County, Issuer has the power and duty to issue the 2007 2005 Series B Bonds, to enter into this Agreement and the Indenture and the transactions contemplated hereby and to carry out its obligations hereunder and thereunder. To its knowledge, Issuer is not in default under or in violation of the Constitution or any of the laws of the Commonwealth of Kentucky relevant to the issuance of the 2007 2005 Series B Bonds or the consummation of the transactions contemplated hereby or in connection with such issuance, and has been duly authorized to issue the 2007 2005 Series B Bonds and to execute and deliver this Agreement and the Indenture. Issuer agrees that it will do or cause to be done in timely manner all things necessary to preserve and keep in full force and effect its existence, and to carry out the terms of this Agreement. (b) Issuer has loaned agrees to loan funds derived from the sale of the 2007 2005 Series B Bonds to Company to provide for the refunding, payment and discharge financing of the outstanding principal amount construction, acquisition, installation and equipping of the Refunded 1993 Series A BondsProject, which Project shall provide for solid wastes to assist the Company to restructure its debt structure be collected, stored, treated, processed and to the end that air and water pollution be abated and controlled and solid waste disposed of at the Project Site in the Commonwealth of KentuckySite. (c) To accomplish the foregoing, Issuer issued agrees to issue $35,200,000 13,266,950 aggregate principal amount of its 2007 2005 Series B Bonds following the execution of this Agreement on such terms and conditions as are set forth in the Indenture. The proceeds from the sale of the 2007 2005 Series B Bonds were shall be applied exclusively and in whole, together with other funds made available by to finance the Company, to refund, pay and discharge the outstanding principal amount Cost of Construction of the Refunded 1993 Series A Bonds on or prior to the 90th day after the date of issuance of the 2007 Series B BondsProject. (d) Issuer will cooperate with Company and take all actions necessary for Company to comply with Section 2.2(n), (aaz) and (bbaa) hereof and take other actions reasonably requested by Company in furtherance of this Agreement. (e) Issuer has received its allocation from the Commonwealth for the issuance of the 2005 Series B Bonds, as prescribed by Section 146 of the Code. (f) The Project Site is located within the boundaries of Issuer. (fg) Ordinance Each of Resolution No. 50, Series 2007 2005-0222 of the Metro Council Fiscal Court of the Issuer adopted on second reading on March February 22, 2007 has been 2005 in continuous effect since respect of approval of the date Project and its financing, the Memorandum of adoption thereof. (g) Agreement between Issuer and Company, dated February 22, 2005, and Ordinance No. 191, Series 2008 2005-0913 of the Metro Council Fiscal Court of the Issuer adopted on second reading on October 2311, 2008 2005 has been in continuous effect since the date respective dates of adoption thereof. (h) Ordinance No. 182, Series 2010 of the Metro Council of the Issuer adopted on second reading on September 23, 2010 has been in continuous effect since the date of adoption thereof.

Representations, Warranties and Covenants by Issuer. Issuer represents, warrants and covenants that: (a) Issuer is a public body corporate and politic duly created and existing as a de jure County and political subdivision under the Constitution and laws of the Commonwealth of Kentucky and, pursuant to the Act, Issuer, the de jure governmental successor by operation of law to the Predecessor County, Issuer has the power and duty to issue the 2007 2002 Series B A Bonds, to enter into this Agreement and the Indenture and the transactions contemplated hereby and to carry out its obligations hereunder and thereunder. To its knowledge, Issuer is not in default under or in violation of the Constitution or any of the laws of the Commonwealth of Kentucky relevant to the issuance of the 2007 2002 Series B A Bonds or the consummation of the transactions contemplated hereby or in connection with such issuance, and has been duly authorized to issue the 2007 2002 Series B A Bonds and to execute and deliver this Agreement and the Indenture. Issuer agrees that it will do or cause to be done in timely manner all things necessary to preserve and keep in full force and effect its existence, and to carry out the terms of this Agreement. (b) Issuer has loaned agrees to loan funds derived from the sale of the 2007 2002 Series B A Bonds to Company to provide for the refunding, payment and discharge of the outstanding principal amount of the Refunded 1993 1992 Series A Bonds, to assist the Company to restructure its debt structure and to the end that air and water pollution be abated and controlled and solid waste disposed of at the Project Site in the Commonwealth of KentuckyCommonwealth. (c) To accomplish the foregoing, Issuer issued agrees to issue $35,200,000 7,200,000 aggregate principal amount of its 2007 2002 Series B A Bonds following the execution of this Agreement on such terms and conditions as are set forth in the Indenture. The proceeds from the sale of the 2007 2002 Series B A Bonds were shall be applied exclusively and in whole, together with other funds made available by the Company, whole to refund, pay and discharge the outstanding principal amount of the Refunded 1993 1992 Series A Bonds on or prior to the 90th day after the date of issuance of the 2007 2002 Series B A Bonds. (d) Issuer will cooperate with Company and take all actions necessary for Company to comply with Section 2.2(n), (aar) and (bbu) hereof and take other actions reasonably requested by Company in furtherance of this Agreement. (e) The Project Site is located within the boundaries of Issuer. (f) Ordinance No. 50, Series 2007 of the Metro Council of the Issuer adopted on second reading on March 22, 2007 has been in continuous effect since the date of adoption thereof. (g) Ordinance No. 191, Series 2008 of the Metro Council of the Issuer adopted on second reading on October 23, 2008 has been in continuous effect since the date of adoption thereof. (h) Ordinance No. 182, Series 2010 of the Metro Council of the Issuer adopted on second reading on September 23, 2010 has been in continuous effect since the date of adoption thereof.

Representations, Warranties and Covenants by Issuer. Issuer represents, warrants and covenants that: (a) Issuer is a public body corporate and politic duly created and existing as a county and de jure political subdivision under the Constitution and laws of the Commonwealth of Kentucky and, pursuant to the Act, Issuer, the de jure governmental successor by operation of law to the Predecessor County, Issuer has the power and duty to issue the 2007 2005 Series B A Bonds, to enter into this Agreement and the Indenture and the transactions contemplated hereby and to carry out its obligations hereunder and thereunder. To its knowledge, Issuer is not in default under or in violation of the Constitution or any of the laws of the Commonwealth of Kentucky relevant to the issuance of the 2007 2005 Series B A Bonds or the consummation of the transactions contemplated hereby or in connection with such issuance, and has been duly authorized to issue the 2007 2005 Series B A Bonds and to execute and deliver this Agreement and the Indenture. Issuer agrees that it will do or cause to be done in timely manner all things necessary to preserve and keep in full force and effect its existence, and to carry out the terms of this Agreement. (b) Issuer has loaned agrees to loan funds derived from the sale of the 2007 2005 Series B A Bonds to Company to provide for the refunding, payment and discharge financing of the outstanding principal amount construction, acquisition, installation and equipping of the Refunded 1993 Series A BondsProject, which Project shall provide for solid wastes to assist the Company to restructure its debt structure be collected, stored, treated, processed and to the end that air and water pollution be abated and controlled and solid waste disposed of at the Project Site in the Commonwealth of KentuckySite. (c) To accomplish the foregoing, Issuer issued agrees to issue $35,200,000 13,266,950 aggregate principal amount of its 2007 2005 Series B A Bonds following the execution of this Agreement on such terms and conditions as are set forth in the Indenture. The proceeds from the sale of the 2007 Series B Bonds were applied exclusively and in whole, together with other funds made available by the Company, to refund, pay and discharge the outstanding principal amount of the Refunded 1993 2005 Series A Bonds on or prior shall be applied to finance the 90th day after the date Cost of issuance Construction of the 2007 Series B BondsProject. (d) Issuer will cooperate with Company and take all actions necessary for Company to comply with Section 2.2(n), (aaz) and (bbaa) hereof and take other actions reasonably requested by Company in furtherance of this Agreement. (e) Issuer has received its allocation from the Commonwealth for the issuance of the 2005 Series A Bonds, as prescribed by Section 146 of the Code. (f) The Project Site is located within the boundaries of Issuer. (fg) Each of Resolution No. 2005-0222 of the Fiscal Court of the Issuer adopted February 22, 2005 in respect of approval of the Project and its financing, the Memorandum of Agreement between Issuer and Company, dated February 22, 2005, and Ordinance No. 50, Series 2007 2005-0524 of the Metro Council Fiscal Court of the Issuer adopted on second reading on March 22May 24, 2007 2005 has been in continuous effect since the date respective dates of adoption thereof. (g) Ordinance No. 191, Series 2008 of the Metro Council of the Issuer adopted on second reading on October 23, 2008 has been in continuous effect since the date of adoption thereof. (h) Ordinance No. 182, Series 2010 of the Metro Council of the Issuer adopted on second reading on September 23, 2010 has been in continuous effect since the date of adoption thereof.

Representations, Warranties and Covenants by Issuer. Issuer represents, warrants and covenants that: (a) Issuer is a public body corporate and politic duly created and existing as a de jure political subdivision under the Constitution and laws of the Commonwealth of Kentucky and, pursuant to the Act, Issuer, the de jure governmental successor by operation of law to the Predecessor County, has the power and duty to issue the 2007 2005 Series B A Bonds, to enter into this Agreement and the Indenture and the transactions contemplated hereby and to carry out its obligations hereunder and thereunder. To its knowledge, Issuer is not in default under or in violation of the Constitution or any of the laws of the Commonwealth of Kentucky relevant to the issuance of the 2007 2005 Series B A Bonds or the consummation of the transactions contemplated hereby or in connection with such issuance, and has been duly authorized to issue the 2007 2005 Series B A Bonds and to execute and deliver this Agreement and the Indenture. Issuer agrees that it will do or cause to be done in timely manner all things necessary to preserve and keep in full force and effect its existence, and to carry out the terms of this Agreement. (b) Issuer has loaned agrees to loan funds derived from the sale of the 2007 2005 Series B A Bonds to Company to provide for the refunding, payment and discharge of the outstanding principal amount of the Refunded 1993 1995 Series A Bonds, to assist the Company to restructure its debt structure and to the end that air and water pollution be abated and controlled and solid waste disposed of at the Project Site in the Commonwealth of KentuckyCommonwealth. (c) To accomplish the foregoing, Issuer issued agrees to issue $35,200,000 40,000,000 aggregate principal amount of its 2007 2005 Series B A Bonds following the execution of this Agreement on such terms and conditions as are set forth in the Indenture. The proceeds from the sale of the 2007 2005 Series B A Bonds were shall be applied exclusively and in whole, together with other funds made available by the Company, whole to refund, pay and discharge the outstanding principal amount of the Refunded 1993 1995 Series A Bonds on or prior to the 90th day after the date of issuance of the 2007 2005 Series B A Bonds. (d) Issuer will cooperate with Company and take all actions necessary for Company to comply with Section 2.2(n), (aar) and (bbu) hereof and take other actions reasonably requested by Company in furtherance of this Agreement. (e) The Project Site is located within the boundaries of Issuer. (f) Ordinance No. 50, Series 2007 of the Metro Council of the Issuer adopted on second reading on March 22, 2007 has been in continuous effect since the date of adoption thereof. (g) Ordinance No. 191, Series 2008 of the Metro Council of the Issuer adopted on second reading on October 23, 2008 has been in continuous effect since the date of adoption thereof. (h) Ordinance No. 182, Series 2010 of the Metro Council of the Issuer adopted on second reading on September 23, 2010 has been in continuous effect since the date of adoption thereof.

Representations, Warranties and Covenants by Issuer. Issuer represents, warrants and covenants that: (a) Issuer is a public body corporate and politic duly created and existing as a de jure County and political subdivision under the Constitution and laws of the Commonwealth of Kentucky and, pursuant to the Act, Issuer, the de jure governmental successor by operation of law to the Predecessor County, Issuer has the power and duty to issue the 2007 2000 Series B A Bonds, to enter into this Agreement and the Indenture and the transactions contemplated hereby and to carry out its obligations hereunder and thereunder. To its knowledge, Issuer is not in default under or in violation of the Constitution or any of the laws of the Commonwealth of Kentucky relevant to the issuance of the 2007 2000 Series B A Bonds or the consummation of the transactions contemplated hereby or in connection with such issuance, and has been duly authorized to issue the 2007 2000 Series B A Bonds and to execute and deliver this Agreement and the Indenture. Issuer agrees that it will do or cause to be done in timely manner all things necessary to preserve and keep in full force and effect its existence, and to carry out the terms of this Agreement. (b) Issuer has loaned funds derived from the sale of the 2007 2000 Series B A Bonds to Company to provide for the refunding, payment and discharge of the outstanding principal amount of the Refunded 1993 1990 Series A Bonds, to assist which were issued for the Company to restructure its debt structure financing of the acquisition and construction of the Project, to the end that air and water pollution solid wastes be abated and collected, controlled and solid waste finally disposed of at the Project Site in the Commonwealth of Kentuckyof, as required by law. (c) To accomplish the foregoing, Issuer issued $35,200,000 12,900,000 aggregate principal amount of its 2007 2000 Series B A Bonds on such terms and conditions as are set forth in the Indenture. The proceeds from the sale of the 2007 2000 Series B A Bonds were applied exclusively and in whole, together with other funds made available by the Company, to refund, pay and discharge the outstanding principal amount of the Refunded 1993 1990 Series A Bonds on or prior to the 90th day after the date of issuance of the 2007 2000 Series B A Bonds. (d) Issuer will cooperate with Company and take all actions necessary for Company to comply with Section 2.2(n2.2(m), (aaq) and (bbt) hereof and take other actions reasonably requested by Company in furtherance of this Agreement. (e) The Project Site is located within the boundaries of Issuer. (f) Ordinance No. 50, Series 2007 of the Metro Council of the Issuer adopted on second reading on March 22, 2007 has been in continuous effect since the date of adoption thereof. (g) Ordinance No. 191, Series 2008 of the Metro Council of the Issuer adopted on second reading on October 23, 2008 has been in continuous effect since the date of adoption thereof. (h) Ordinance No. 182, Series 2010 of the Metro Council of the Issuer adopted on second reading on September 23, 2010 has been in continuous effect since the date of adoption thereof.

Representations, Warranties and Covenants by Issuer. Issuer represents, warrants and covenants that: (a) Issuer is a public body corporate and politic duly created and existing as a de jure County and political subdivision under the Constitution and laws of the Commonwealth of Kentucky and, pursuant to the Act, Issuer, the de jure governmental successor by operation of law to the Predecessor County, Issuer has the power and duty to issue the 2007 2002 Series B C Bonds, to enter into this Agreement and the Indenture and the transactions contemplated hereby and to carry out its obligations hereunder and thereunder. To its knowledge, Issuer is not in default under or in violation of the Constitution or any of the laws of the Commonwealth of Kentucky relevant to the issuance of the 2007 2002 Series B C Bonds or the consummation of the transactions contemplated hereby or in connection with such issuance, and has been duly authorized to issue the 2007 2002 Series B C Bonds and to execute and deliver this Agreement and the Indenture. Issuer agrees that it will do or cause to be done in timely manner all things necessary to preserve and keep in full force and effect its existence, and to carry out the terms of this Agreement. (b) Issuer has loaned agrees to loan funds derived from the sale of the 2007 2002 Series B C Bonds to Company to provide for the refunding, payment and discharge of the outstanding principal amount of the Refunded 1993 1992 Series A Bonds, to assist the Company to restructure its debt structure and to the end that air and water pollution be abated and controlled and solid waste wastes be disposed of at the Project Site in the Commonwealth of KentuckyCommonwealth. (c) To accomplish the foregoing, Issuer issued agrees to issue $35,200,000 96,000,000 aggregate principal amount of its 2007 2002 Series B C Bonds following the execution of this Agreement on such terms and conditions as are set forth in the Indenture. The proceeds from the sale of the 2007 2002 Series B C Bonds were shall be applied exclusively and in whole, together with other funds made available by the Company, whole to refund, pay and discharge the outstanding principal amount of the Refunded 1993 1992 Series A Bonds on or prior to the 90th day after the date of issuance of the 2007 2002 Series B C Bonds. (d) Issuer will cooperate with Company and take all actions necessary for Company to comply with Section 2.2(n), (aar) and (bbu) hereof and take other actions reasonably requested by Company in furtherance of this Agreement. (e) The Project Site is located within the boundaries of Issuer. (f) Ordinance No. 50, Series 2007 of the Metro Council of the Issuer adopted on second reading on March 22, 2007 has been in continuous effect since the date of adoption thereof. (g) Ordinance No. 191, Series 2008 of the Metro Council of the Issuer adopted on second reading on October 23, 2008 has been in continuous effect since the date of adoption thereof. (h) Ordinance No. 182, Series 2010 of the Metro Council of the Issuer adopted on second reading on September 23, 2010 has been in continuous effect since the date of adoption thereof.

Representations, Warranties and Covenants by Issuer. Issuer represents, warrants and covenants that: (a) Issuer is a public body corporate and politic duly created and existing as a de jure County and political subdivision under the Constitution and laws of the Commonwealth of Kentucky and, pursuant to the Act, Issuer, the de jure governmental successor by operation of law to the Predecessor County, Issuer has the power and duty to issue the 2007 2002 Series B Bonds, to enter into this Agreement and the Indenture and the transactions contemplated hereby and to carry out its obligations hereunder and thereunder. To its knowledge, Issuer is not in default under or in violation of the Constitution or any of the laws of the Commonwealth of Kentucky relevant to the issuance of the 2007 2002 Series B Bonds or the consummation of the transactions contemplated hereby or in connection with such issuance, and has been duly authorized to issue the 2007 2002 Series B Bonds and to execute and deliver this Agreement and the Indenture. Issuer agrees that it will do or cause to be done in timely manner all things necessary to preserve and keep in full force and effect its existence, and to carry out the terms of this Agreement. (b) Issuer has loaned agrees to loan funds derived from the sale of the 2007 2002 Series B Bonds to Company to provide for the refunding, payment and discharge of the outstanding principal amount of the Refunded 1993 1992 Series A C Bonds, to assist the Company to restructure its debt structure and to the end that air and water pollution be abated and controlled and solid waste disposed of at the Project Site in the Commonwealth of KentuckyCommonwealth. (c) To accomplish the foregoing, Issuer issued agrees to issue $35,200,000 2,400,000 aggregate principal amount of its 2007 2002 Series B Bonds following the execution of this Agreement on such terms and conditions as are set forth in the Indenture. The proceeds from the sale of the 2007 2002 Series B Bonds were shall be applied exclusively and in whole, together with other funds made available by the Company, whole to refund, pay and discharge the outstanding principal amount of the Refunded 1993 1992 Series A C Bonds on or prior to the 90th day after the date of issuance of the 2007 2002 Series B Bonds. (d) Issuer will cooperate with Company and take all actions necessary for Company to comply with Section 2.2(n), (aar) and (bbu) hereof and take other actions reasonably requested by Company in furtherance of this Agreement. (e) The Project Site is located within the boundaries of Issuer. (f) Ordinance No. 50, Series 2007 of the Metro Council of the Issuer adopted on second reading on March 22, 2007 has been in continuous effect since the date of adoption thereof. (g) Ordinance No. 191, Series 2008 of the Metro Council of the Issuer adopted on second reading on October 23, 2008 has been in continuous effect since the date of adoption thereof. (h) Ordinance No. 182, Series 2010 of the Metro Council of the Issuer adopted on second reading on September 23, 2010 has been in continuous effect since the date of adoption thereof.

Representations, Warranties and Covenants by Issuer. Issuer represents, warrants and covenants that: (a) Issuer is a public body corporate and politic duly created and existing as a de jure political subdivision under the Constitution and laws of the Commonwealth of Kentucky and, pursuant to the Act, Issuer, the de jure governmental successor by operation of law to the Predecessor County, has the power and duty to issue the 2007 Series B A Bonds, to enter into this Agreement and the Indenture and the transactions contemplated hereby and to carry out its obligations hereunder and thereunder. To its knowledge, Issuer is not in default under or in violation of the Constitution or any of the laws of the Commonwealth of Kentucky relevant to the issuance of the 2007 Series B A Bonds or the consummation of the transactions contemplated hereby or in connection with such issuance, and has been duly authorized to issue the 2007 Series B A Bonds and to execute and deliver this Agreement and the Indenture. Issuer agrees that it will do or cause to be done in timely manner all things necessary to preserve and keep in full force and effect its existence, and to carry out the terms of this Agreement. (b) Issuer has loaned funds derived from the sale of the 2007 Series B A Bonds to Company to provide for the refunding, payment and discharge of the outstanding principal amount of the Refunded 1993 1992 Series A Bonds, to assist the Company to restructure its debt structure and to the end that air and water pollution be abated and controlled and solid waste disposed of at the Project Site in the Commonwealth of KentuckyCommonwealth. (c) To accomplish the foregoing, Issuer issued $35,200,000 31,000,000 aggregate principal amount of its 2007 Series B A Bonds on such terms and conditions as are set forth in the Indenture. The proceeds from the sale of the 2007 Series B A Bonds were applied exclusively and in whole, together with other funds made available by the Company, to refund, pay and discharge the outstanding principal amount of the Refunded 1993 1992 Series A Bonds on or prior to the 90th day after the date of issuance of the 2007 Series B A Bonds. (d) Issuer will cooperate with Company and take all actions necessary for Company to comply with Section 2.2(n), (aa) and (bb) hereof and take other actions reasonably requested by Company in furtherance of this Agreement. (e) The Project Site is located within the boundaries of Issuer. (f) Ordinance No. 5049, Series 2007 of the Metro Council of the Issuer adopted on second reading on March 22, 2007 has been in continuous effect since the date of adoption thereof. (g) Ordinance No. 191, Series 2008 of the Metro Council of the Issuer adopted on second reading on October 23, 2008 has been in continuous effect since the date of adoption thereof. (h) Ordinance No. 182, Series 2010 of the Metro Council of the Issuer adopted on second reading on September 23, 2010 has been in continuous effect since the date of adoption thereof.

Representations, Warranties and Covenants by Issuer. Issuer representsmakes the following representations, warrants warranties and covenants thatas the basis for the undertakings on its part herein contained: (a) Under the provisions of the Act and the Constitution of the State, Issuer is a public body corporate and politic duly created and existing as a de jure political subdivision under the Constitution and laws of the Commonwealth of Kentucky and, pursuant to the Act, Issuer, the de jure governmental successor by operation of law to the Predecessor County, has the power and duty to issue the 2007 Series B Bonds, authorized to enter into the transactions to be performed by it under this Loan Agreement and the Indenture and the transactions contemplated hereby and to carry out its obligations hereunder and thereunder. To its knowledge, Issuer is not in default under or in violation of the Constitution or any of the laws of the Commonwealth of Kentucky relevant to the issuance of the 2007 Series B Bonds or the consummation of the transactions contemplated hereby or in connection with such issuance, and has been duly authorized to issue the 2007 Series B Bonds and to execute and deliver this Loan Agreement and the Indenture. Issuer agrees that it will do or cause to be done in timely manner all things necessary to preserve and keep in full force and effect its existence, and to carry out the terms of this Agreement. (b) Issuer has loaned funds derived from the sale will perform all of the 2007 Series B Bonds to Company to provide for the refunding, payment and discharge of the outstanding principal amount of the Refunded 1993 Series A Bonds, to assist the Company to restructure its debt structure and to the end that air and water pollution be abated and controlled and solid waste disposed of at the Project Site obligations as specified in the Commonwealth of Kentuckythis Loan Agreement. (c) To accomplish Notwithstanding anything herein contained to the foregoingcontrary, it is the intention of Issuer issued $35,200,000 aggregate principal amount that any obligation it may hereby incur for the payment of money shall not be a general debt on its 2007 Series B Bonds on such terms part but shall be payable solely from the Loan Payments and conditions other amounts derived from this Loan Agreement, and the insurance and condemnation awards as are set forth herein provided and the Company’s estate and interest in the Indenture. The proceeds from the sale of the 2007 Series B Bonds were applied exclusively and in whole, together with other funds made available by the Company, to refund, pay and discharge the outstanding principal amount of the Refunded 1993 Series A Bonds on or prior to the 90th day after the date of issuance of the 2007 Series B BondsMortgaged Property. (d) Issuer will cooperate with Company and take all actions necessary for has been induced to enter into this undertaking by the promise of Company to comply with Section 2.2(n), (aa) and (bb) hereof and take other actions reasonably requested by Company in furtherance locate industrial facilities within or near the corporate limits of this AgreementIssuer. (e) The In order to furnish necessary moneys for the payment of Costs of the Project Site is located within and a portion of the boundaries expenses of Issuerauthorizing and issuing the Bonds, Issuer has authorized the issuance of the Bonds. (f) Ordinance No. 50The Bonds are to be issued under and secured by the Indenture, Series 2007 pursuant to which Issuer’s interest in this Loan Agreement and the payments and income derived by Issuer from the Note, the Deed of Trust and this Loan Agreement will be assigned to Trustee as collateral security for payment of the Metro Council principal of and premium, if any, and interest on the Bonds, and the Bonds will be secured by a security interest in the Note, this Loan Agreement and the Deed of Trust, which constitutes a lien upon, and security interest in, the Mortgaged Property (provided that in the performance of the agreements of the Issuer adopted herein contained, any obligation that Issuer may thereby incur for the payment of money shall be limited to the Issuer’s lien upon the Mortgaged Property and the proceeds thereof and shall not be a general debt on second reading on March 22its part, 2007 has been in continuous effect since the date of adoption thereof. (g) Ordinance No. 191, Series 2008 but shall be payable solely out of the Metro Council proceeds derived from this Agreement, the sale of the Issuer adopted on second reading on October 23, 2008 has been Bonds referred to in continuous effect since the date of adoption thereofSection 2. (h) Ordinance No. 182, Series 2010 of the Metro Council of the Issuer adopted on second reading on September 23, 2010 has been in continuous effect since the date of adoption thereof.

Representations, Warranties and Covenants by Issuer. Issuer represents, warrants and covenants that: (a) Issuer is a public body corporate and politic duly created and existing as a de jure County and political subdivision under the Constitution and laws of the Commonwealth of Kentucky and, pursuant to the Act, Issuer, the de jure governmental successor by operation of law to the Predecessor County, Issuer has the power and duty to issue the 2007 2001 Series B Bonds, to enter into this Agreement and the Indenture and the transactions contemplated hereby and to carry out its obligations hereunder and thereunder. To its knowledge, Issuer is not in default under or in violation of the Constitution or any of the laws of the Commonwealth of Kentucky relevant to the issuance of the 2007 2001 Series B Bonds or the consummation of the transactions contemplated hereby or in connection with such issuance, and has been duly authorized to issue the 2007 2001 Series B Bonds and to execute and deliver this Agreement and the Indenture. Issuer agrees that it will do or cause to be done in timely manner all things necessary to preserve and keep in full force and effect its existence, and to carry out the terms of this Agreement. (b) Issuer has loaned agrees to loan funds derived from the sale of the 2007 2001 Series B Bonds to Company to provide for the refunding, payment and discharge of the outstanding principal amount of the Refunded 1993 1997 Series A Bonds, to assist the Company to restructure its debt structure and to the end that air and water pollution be abated and controlled and solid waste disposed of at the Project Site in the Commonwealth of KentuckyCommonwealth. (c) To accomplish the foregoing, Issuer issued agrees to issue $35,200,000 35,000,000 aggregate principal amount of its 2007 2001 Series B Bonds following the execution of this Agreement on such terms and conditions as are set forth in the Indenture. The proceeds from the sale of the 2007 2001 Series B Bonds were shall be applied exclusively and in whole, together with other funds made available by the Company, whole to refund, pay and discharge the outstanding principal amount of the Refunded 1993 1997 Series A Bonds on or prior to the 90th day after the date of issuance of the 2007 2001 Series B Bonds. (d) Issuer will cooperate with Company and take all actions necessary for Company to comply with Section 2.2(n), (aar) and (bbu) hereof and take other actions reasonably requested by Company in furtherance of this Agreement. (e) The Project Site is located within the boundaries of Issuer. (f) Ordinance No. 50, Series 2007 of the Metro Council of the Issuer adopted on second reading on March 22, 2007 has been in continuous effect since the date of adoption thereof. (g) Ordinance No. 191, Series 2008 of the Metro Council of the Issuer adopted on second reading on October 23, 2008 has been in continuous effect since the date of adoption thereof. (h) Ordinance No. 182, Series 2010 of the Metro Council of the Issuer adopted on second reading on September 23, 2010 has been in continuous effect since the date of adoption thereof.

Representations, Warranties and Covenants by Issuer. Issuer represents, warrants and covenants that: (a) Issuer is a public body corporate and politic duly created and existing as a de jure County and political subdivision under the Constitution and laws of the Commonwealth of Kentucky and, pursuant to the Act, Issuer, the de jure governmental successor by operation of law to the Predecessor County, Issuer has the power and duty to issue the 2007 2002 Series B A Bonds, to enter into this Agreement and the Indenture and the transactions contemplated hereby and to carry out its obligations hereunder and thereunder. To its knowledge, Issuer is not in default under or in violation of the Constitution or any of the laws of the Commonwealth of Kentucky relevant to the issuance of the 2007 2002 Series B A Bonds or the consummation of the transactions contemplated hereby or in connection with such issuance, and has been duly authorized to issue the 2007 2002 Series B A Bonds and to execute and deliver this Agreement and the Indenture. Issuer agrees that it will do or cause to be done in timely manner all things necessary to preserve and keep in full force and effect its existence, and to carry out the terms of this Agreement. (b) Issuer has loaned agrees to loan funds derived from the sale of the 2007 2002 Series B A Bonds to Company to provide for the refunding, payment and discharge of the outstanding principal amount of the Refunded 1993 1992 Series A B Bonds, to assist the Company to restructure its debt structure and to the end that air and water pollution be abated and controlled and solid waste wastes be disposed of at the Project Site in the Commonwealth of KentuckyCommonwealth. (c) To accomplish the foregoing, Issuer issued agrees to issue $35,200,000 20,930,000 aggregate principal amount of its 2007 2002 Series B A Bonds following the execution of this Agreement on such terms and conditions as are set forth in the Indenture. The proceeds from the sale of the 2007 2002 Series B A Bonds were shall be applied exclusively and in whole, together with other funds made available by the Company, whole to refund, pay and discharge the outstanding principal amount of the Refunded 1993 1992 Series A B Bonds on or prior to the 90th day after the date of issuance of the 2007 2002 Series B A Bonds. (d) Issuer will cooperate with Company and take all actions necessary for Company to comply with Section 2.2(n), (aar) and (bbu) hereof and take other actions reasonably requested by Company in furtherance of this Agreement. (e) The Project Site is located within the boundaries of Issuer. (f) Ordinance No. 50, Series 2007 of the Metro Council of the Issuer adopted on second reading on March 22, 2007 has been in continuous effect since the date of adoption thereof. (g) Ordinance No. 191, Series 2008 of the Metro Council of the Issuer adopted on second reading on October 23, 2008 has been in continuous effect since the date of adoption thereof. (h) Ordinance No. 182, Series 2010 of the Metro Council of the Issuer adopted on second reading on September 23, 2010 has been in continuous effect since the date of adoption thereof.

Representations, Warranties and Covenants by Issuer. Issuer represents, warrants and covenants that: (a) Issuer is a public body corporate and politic duly created and existing as a County and de jure political subdivision under the Constitution and laws of the Commonwealth of Kentucky and, pursuant to the Act, Issuer, the de jure governmental successor by operation of law to the Predecessor County, Issuer has the power and duty to issue the 2007 Series B A Bonds, to enter into this Agreement and the Indenture and the transactions contemplated hereby and to carry out its obligations hereunder and thereunder. To its knowledge, Issuer is not in default under or in violation of the Constitution or any of the laws of the Commonwealth of Kentucky relevant to the issuance of the 2007 Series B A Bonds or the consummation of the transactions contemplated hereby or in connection with such issuance, and has been duly authorized to issue the 2007 Series B A Bonds and to execute and deliver this Agreement and the Indenture. Issuer agrees that it will do or cause to be done in timely manner all things necessary to preserve and keep in full force and effect its existence, and to carry out the terms of this Agreement. (b) Issuer has loaned agrees to loan funds derived from the sale of the 2007 Series B A Bonds to Company to provide for the refunding, payment and discharge financing of the outstanding principal amount construction, acquisition, installation and equipping of the Refunded 1993 Series A BondsProject, which Project shall provide for solid wastes to assist the Company to restructure its debt structure be collected, stored, treated and to the end that air and water pollution be abated and controlled and solid waste disposed of at the Project Site in the Commonwealth of KentuckySite. (c) To accomplish the foregoing, Issuer issued agrees to issue $35,200,000 17,875,000 aggregate principal amount of its 2007 Series B A Bonds following the execution of this Agreement on such terms and conditions as are set forth in the Indenture. The proceeds from the sale of the 2007 Series B A Bonds were shall be applied exclusively and in whole, together with other funds made available by to finance the Company, to refund, pay and discharge the outstanding principal amount Cost of Construction of the Refunded 1993 Series A Bonds on or prior to the 90th day after the date of issuance of the 2007 Series B BondsProject. (d) Issuer will cooperate with Company and take all actions necessary for Company to comply with Section 2.2(n), (aay) and (bbz) hereof and take other actions reasonably requested by Company in furtherance of this Agreement. (e) Issuer has received its allocation from the Commonwealth for the issuance of the 2007 Series A Bonds, as prescribed by Section 146 of the Code. (f) The Project Site is located within the boundaries of Issuer. (fg) Each of Resolution No. 2005-0222 of the Fiscal Court of the Issuer adopted February 22, 2005 in respect of approval of the Project and its financing, the Memorandum of Agreement between Issuer and Company, dated February 22, 2005, Resolution No. 2006-0124 of the Fiscal Court of the Issuer adopted on January 24, 2006, in respect of amending Resolution No. 2005-0222 and the Memorandum of Agreement, and Ordinance No. 50, Series 2007 2007-0410 of the Metro Council Fiscal Court of the Issuer adopted on second reading on March 22April 10, 2007 has been in continuous effect since the date respective dates of adoption thereof. (g) Ordinance No. 191, Series 2008 of the Metro Council of the Issuer adopted on second reading on October 23, 2008 has been in continuous effect since the date of adoption thereof. (h) Ordinance No. 182, Series 2010 of the Metro Council of the Issuer adopted on second reading on September 23, 2010 has been in continuous effect since the date of adoption thereof.

Representations, Warranties and Covenants by Issuer. Issuer represents, warrants and covenants that: (a) Issuer is a public body corporate and politic duly created and existing as a de jure County and political subdivision under the Constitution and laws of the Commonwealth of Kentucky and, pursuant to the Act, Issuer, the de jure governmental successor by operation of law to the Predecessor County, Issuer has the power and duty to issue the 2007 2001 Series B A Bonds, to enter into this Agreement and the Indenture and the transactions contemplated hereby and to carry out its obligations hereunder and thereunder. To its knowledge, Issuer is not in default under or in violation of the Constitution or any of the laws of the Commonwealth of Kentucky relevant to the issuance of the 2007 2001 Series B A Bonds or the consummation of the transactions contemplated hereby or in connection with such issuance, and has been duly authorized to issue the 2007 2001 Series B A Bonds and to execute and deliver this Agreement and the Indenture. Issuer agrees that it will do or cause to be done in timely manner all things necessary to preserve and keep in full force and effect its existence, and to carry out the terms of this Agreement. (b) Issuer has loaned agrees to loan funds derived from the sale of the 2007 2001 Series B A Bonds to Company to provide for the refunding, payment and discharge of the outstanding principal amount of the Refunded 1993 1996 Series A Bonds, to assist the Company to restructure its debt structure and to the end that air and water pollution be abated and controlled and solid waste wastes be disposed of at the Project Site in the Commonwealth of KentuckyCommonwealth. (c) To accomplish the foregoing, Issuer issued agrees to issue $35,200,000 22,500,000 aggregate principal amount of its 2007 2001 Series B A Bonds following the execution of this Agreement on such terms and conditions as are set forth in the Indenture. The proceeds from the sale of the 2007 2001 Series B A Bonds were shall be applied exclusively and in whole, together with other funds made available by the Company, whole to refund, pay and discharge the outstanding principal amount of the Refunded 1993 1996 Series A Bonds on or prior to the 90th day after the date of issuance of the 2007 2001 Series B A Bonds. (d) Issuer will cooperate with Company and take all actions necessary for Company to comply with Section 2.2(n), (aar) and (bbu) hereof and take other actions reasonably requested by Company in furtherance of this Agreement. (e) The Project Site is located within the boundaries of Issuer. (f) Ordinance No. 50, Series 2007 of the Metro Council of the Issuer adopted on second reading on March 22, 2007 has been in continuous effect since the date of adoption thereof. (g) Ordinance No. 191, Series 2008 of the Metro Council of the Issuer adopted on second reading on October 23, 2008 has been in continuous effect since the date of adoption thereof. (h) Ordinance No. 182, Series 2010 of the Metro Council of the Issuer adopted on second reading on September 23, 2010 has been in continuous effect since the date of adoption thereof.

Representations, Warranties and Covenants by Issuer. Issuer represents, warrants and covenants that: (a) Issuer is a public body corporate and politic duly created and existing as a county and de jure political subdivision under the Constitution and laws of the Commonwealth of Kentucky and, pursuant to the Act, Issuer, the de jure governmental successor by operation of law to the Predecessor County, Issuer has the power and duty to issue the 2007 2006 Series B C Bonds, to enter into this Agreement and the Indenture and the transactions contemplated hereby and to carry out its obligations hereunder and thereunder. To its knowledge, Issuer is not in default under or in violation of the Constitution or any of the laws of the Commonwealth of Kentucky relevant to the issuance of the 2007 2006 Series B C Bonds or the consummation of the transactions contemplated hereby or in connection with such issuance, and has been duly authorized to issue the 2007 2006 Series B C Bonds and to execute and deliver this Agreement and the Indenture. Issuer agrees that it will do or cause to be done in timely manner all things necessary to preserve and keep in full force and effect its existence, and to carry out the terms of this Agreement. (b) Issuer has loaned agrees to loan funds derived from the sale of the 2007 2006 Series B C Bonds to Company to provide for the refunding, payment and discharge financing of the outstanding principal amount construction, acquisition, installation and equipping of the Refunded 1993 Series A BondsProject, which Project shall provide for solid wastes to assist the Company to restructure its debt structure be collected, stored, treated, processed and to the end that air and water pollution be abated and controlled and solid waste disposed of at the Project Site in the Commonwealth of KentuckySite. (c) To accomplish the foregoing, Issuer issued agrees to issue $35,200,000 16,693,620 aggregate principal amount of its 2007 2006 Series B C Bonds following the execution of this Agreement on such terms and conditions as are set forth in the Indenture. The proceeds from the sale of the 2007 2006 Series B C Bonds were shall be applied exclusively and in whole, together with other funds made available by to finance the Company, to refund, pay and discharge the outstanding principal amount Cost of Construction of the Refunded 1993 Series A Bonds on or prior to the 90th day after the date of issuance of the 2007 Series B BondsProject. (d) Issuer will cooperate with Company and take all actions necessary for Company to comply with Section 2.2(n), (aaz) and (bbaa) hereof and take other actions reasonably requested by Company in furtherance of this Agreement. (e) Issuer has received its allocation from the Commonwealth for the issuance of the 2006 Series C Bonds, as prescribed by Section 146 of the Code. (f) The Project Site is located within the boundaries of Issuer. (fg) Ordinance Each of Resolution No. 50, Series 2007 2005-0222 of the Metro Council Fiscal Court of the Issuer adopted February 22, 2005 in respect of approval of the Project and its financing, the Memorandum of Agreement between Issuer and Company, dated February 22, 2005, Resolution No. 2006-0124 of the Fiscal Court of the Issuer adopted on second reading on March 22January 24, 2007 has been 2006, in continuous effect since respect of amending Resolution No. 2005-0222 and the date Memorandum of adoption thereof. (g) Agreement, and Ordinance No. 191, Series 2008 2006-1025 of the Metro Council Fiscal Court of the Issuer adopted on second reading on October 2324, 2008 2006 has been in continuous effect since the date respective dates of adoption thereof. (h) Ordinance No. 182, Series 2010 of the Metro Council of the Issuer adopted on second reading on September 23, 2010 has been in continuous effect since the date of adoption thereof.

Representations, Warranties and Covenants by Issuer. Issuer representsmakes the following representations, warrants warranties and covenants thatas the basis for the undertakings on its part herein contained: (a) Under the provisions of the Act and the Constitution of the State, Issuer is a public body corporate and politic duly created and existing as a de jure political subdivision under the Constitution and laws of the Commonwealth of Kentucky and, pursuant to the Act, Issuer, the de jure governmental successor by operation of law to the Predecessor County, has the power and duty to issue the 2007 Series B Bonds, authorized to enter into the transactions to be performed by it under this Loan Agreement and the Indenture and the transactions contemplated hereby and to carry out its obligations hereunder and thereunder. To its knowledge, Issuer is not in default under or in violation of the Constitution or any of the laws of the Commonwealth of Kentucky relevant to the issuance of the 2007 Series B Bonds or the consummation of the transactions contemplated hereby or in connection with such issuance, and has been duly authorized to issue the 2007 Series B Bonds and to execute and deliver this Loan Agreement and the Indenture. Issuer agrees that it will do or cause to be done in timely manner all things necessary to preserve and keep in full force and effect its existence, and to carry out the terms of this Agreement. (b) Issuer has loaned funds derived from the sale will perform all of the 2007 Series B Bonds to Company to provide for the refunding, payment and discharge of the outstanding principal amount of the Refunded 1993 Series A Bonds, to assist the Company to restructure its debt structure and to the end that air and water pollution be abated and controlled and solid waste disposed of at the Project Site obligations as specified in the Commonwealth of Kentuckythis Loan Agreement. (c) To accomplish Notwithstanding anything herein contained to the foregoingcontrary, it is the intention of Issuer issued $35,200,000 aggregate principal amount that any obligation it may hereby incur for the payment of money shall not be a general debt on its 2007 Series B Bonds on such terms part but shall be payable solely from the Loan Payments and conditions other amounts derived from this Loan Agreement, and the insurance and condemnation awards as are set forth herein provided and the Company’s estate and interest in the Indenture. The proceeds from the sale of the 2007 Series B Bonds were applied exclusively and in whole, together with other funds made available by the Company, to refund, pay and discharge the outstanding principal amount of the Refunded 1993 Series A Bonds on or prior to the 90th day after the date of issuance of the 2007 Series B BondsMortgaged Property. (d) Issuer will cooperate with Company and take all actions necessary for has been induced to enter into this undertaking by the promise of Company to comply with Section 2.2(n), (aa) and (bb) hereof and take other actions reasonably requested by Company in furtherance locate industrial facilities within or near the corporate limits of this AgreementIssuer. (e) The In order to furnish necessary moneys for the payment of Costs of the Project Site is located within and a portion of the boundaries expenses of Issuerauthorizing and issuing the Bonds, Issuer has authorized the issuance of the Bonds. (f) Ordinance No. 50The Bonds are to be issued under and secured by the Indenture, Series 2007 pursuant to which Issuer’s interest in this Loan Agreement and the payments and income derived by Issuer from the Note, the Deed of Trust and this Loan Agreement will be assigned to Trustee as collateral security for payment of the Metro Council principal of and premium, if any, and interest on the Bonds, and the Bonds will be secured by a security interest in the Note, this Loan Agreement and the Deed of Trust, which constitutes a lien upon, and security interest in, the Mortgaged Property (provided that in the performance of the agreements of the Issuer adopted herein contained, any obligation that Issuer may thereby incur for the payment of money shall be limited to the Issuer’s lien upon the Mortgaged Property and the proceeds thereof and shall not be a general debt on second reading its part, but shall be payable solely out of the proceeds derived from this Agreement, the sale of the Bonds referred to in Section 2.1 herein, and the insurance proceeds and condemnation awards as herein provided) and provided further that the obligations of Company to pay principal and premium and interest on March 22, 2007 has been in continuous effect since the date of adoption thereofBonds are guaranteed by the Guarantor and the Company pursuant to the Guaranty. (g) Ordinance No. 191, Series 2008 Not later than the 15th day of the Metro Council second calendar month after the close of the calendar quarter in which the Bonds are delivered by Issuer adopted on second reading on October 23pursuant to Article II of the Indenture, 2008 has been in continuous effect since Issuer covenants to satisfy the date information reporting requirement of adoption thereofSection 149(e) of the Code. (h) Ordinance No. 182, Series 2010 Issuer shall not take any action to condemn or cause any condemnation of the Metro Council of the Issuer adopted on second reading on September 23, 2010 has been in continuous effect since the date of adoption Project or any part thereof. (i) Issuer shall not take any action to interfere with the direct payment by the Company to the Trustee of any Loan Payments due to Issuer or otherwise under the Note, the Loan Agreement or the Deed of Trust, which pursuant to the Loan Agreement and Indenture are to paid by Company directly to Trustee and not to modify, alter or rescind Issuer’s instruction to Company to such effect.

Representations, Warranties and Covenants by Issuer. Issuer represents, warrants and covenants that: (a) Issuer is a public body corporate and politic duly created and existing as a de jure political subdivision under the Constitution and laws of the Commonwealth of Kentucky and, pursuant to the Act, Issuer, the de jure governmental successor by operation of law to the Predecessor County, has the power and duty to issue the 2007 2003 Series B A Bonds, to enter into this Agreement and the Indenture and the transactions contemplated hereby and to carry out its obligations hereunder and thereunder. To its knowledge, Issuer is not in default under or in violation of the Constitution or any of the laws of the Commonwealth of Kentucky relevant to the issuance of the 2007 2003 Series B A Bonds or the consummation of the transactions contemplated hereby or in connection with such issuance, and has been duly authorized to issue the 2007 2003 Series B A Bonds and to execute and deliver this Agreement and the Indenture. Issuer agrees that it will do or cause to be done in timely manner all things necessary to preserve and keep in full force and effect its existence, and to carry out the terms of this Agreement. (b) Issuer has loaned agrees to loan funds derived from the sale of the 2007 2003 Series B A Bonds to Company to provide for the refunding, payment and discharge of the outstanding principal amount of the Refunded 1993 Series A Bonds, to assist the Company to restructure its debt structure and to the end that air and water pollution be abated and controlled and solid waste disposed of at the Project Site in the Commonwealth of Kentuckyand that solid wastes be collected, stored, neutralized and abated. (c) To accomplish the foregoing, Issuer issued agrees to issue $35,200,000 128,000,000 aggregate principal amount of its 2007 2003 Series B A Bonds following the execution of this Agreement on such terms and conditions as are set forth in the Indenture. The proceeds from the sale of the 2007 2003 Series B A Bonds were shall be applied exclusively and in whole, together with other funds made available by the Company, whole to refund, pay and discharge the outstanding principal amount of the Refunded 1993 Series A Bonds on or prior to the 90th day after the date of issuance of the 2007 2003 Series B A Bonds. (d) Issuer will cooperate with Company and take all actions necessary for Company to comply with Section 2.2(n), (aar) and (bbu) hereof and take other actions reasonably requested by Company in furtherance of this Agreement. (e) The Project Site is located within the boundaries of Issuer. (f) Ordinance No. 50, Series 2007 of the Metro Council of the Issuer adopted on second reading on March 22, 2007 has been in continuous effect since the date of adoption thereof. (g) Ordinance No. 191, Series 2008 of the Metro Council of the Issuer adopted on second reading on October 23, 2008 has been in continuous effect since the date of adoption thereof. (h) Ordinance No. 182, Series 2010 of the Metro Council of the Issuer adopted on second reading on September 23, 2010 has been in continuous effect since the date of adoption thereof.

Representations, Warranties and Covenants by Issuer. Issuer represents, warrants and covenants that: (a) Issuer is a public body corporate and politic duly created and existing as a de jure political subdivision under the Constitution and laws of the Commonwealth of Kentucky and, pursuant to the Act, Issuer, the de jure governmental successor by operation of law to the Predecessor County, Issuer has the power and duty to issue the 2007 2004 Series B A Bonds, to enter into this Agreement and the Indenture and the transactions contemplated hereby and to carry out its obligations hereunder and thereunder. To its knowledge, Issuer is not in default under or in violation of the Constitution or any of the laws of the Commonwealth of Kentucky relevant to the issuance of the 2007 2004 Series B A Bonds or the consummation of the transactions contemplated hereby or in connection with such issuance, and has been duly authorized to issue the 2007 2004 Series B A Bonds and to execute and deliver this Agreement and the Indenture. Issuer agrees that it will do or cause to be done in timely manner all things necessary to preserve and keep in full force and effect its existence, and to carry out the terms of this Agreement. (b) Issuer has loaned funds derived from the sale of the 2007 2004 Series B A Bonds to Company to provide for the refunding, payment and discharge of the outstanding principal amount of the Refunded 1993 Series A Bonds, to assist the Company to restructure its debt structure and to the end that air solid wastes be collected, stored, neutralized and water pollution be abated and controlled and solid waste disposed of at the Project Site in the Commonwealth of KentuckyCommonwealth. (c) To accomplish the foregoing, Issuer issued $35,200,000 50,000,000 aggregate principal amount of its 2007 2004 Series B A Bonds on such terms and conditions as are set forth in the Indenture. The proceeds from the sale of the 2007 2004 Series B A Bonds were applied exclusively and in whole, together with other funds made available by the Company, whole to refund, pay and discharge the outstanding principal amount of the Refunded 1993 Series A Bonds on or prior to the 90th day after the date of issuance of the 2007 2004 Series B A Bonds. (d) Issuer will cooperate with Company and take all actions necessary for Company to comply with Section 2.2(n2.2(m), (aaq) and (bbt) hereof and take other actions reasonably requested by Company in furtherance of this Agreement. (e) The Project Site is located within the boundaries of Issuer. (f) Ordinance No. 50, Series 2007 of the Metro Council of the Issuer adopted on second reading on March 22, 2007 has been in continuous effect since the date of adoption thereof. (g) Ordinance No. 191, Series 2008 of the Metro Council of the Issuer adopted on second reading on October 23, 2008 has been in continuous effect since the date of adoption thereof. (h) Ordinance No. 182, Series 2010 of the Metro Council of the Issuer adopted on second reading on September 23, 2010 has been in continuous effect since the date of adoption thereof.

Representations, Warranties and Covenants by Issuer. Issuer represents, warrants and covenants that: (a) Issuer is a public body corporate and politic duly created and existing as a de jure political subdivision under the Constitution and laws of the Commonwealth of Kentucky and, pursuant to the Act, Issuer, the de jure governmental successor by operation of law to the Predecessor County, has the power and duty to issue the 2007 2005 Series B A Bonds, to enter into this Agreement and the Indenture and the transactions contemplated hereby and to carry out its obligations hereunder and thereunder. To its knowledge, Issuer is not in default under or in violation of the Constitution or any of the laws of the Commonwealth of Kentucky relevant to the issuance of the 2007 2005 Series B A Bonds or the consummation of the transactions contemplated hereby or in connection with such issuance, and has been duly authorized to issue the 2007 2005 Series B A Bonds and to execute and deliver this Agreement and the Indenture. Issuer agrees that it will do or cause to be done in timely manner all things necessary to preserve and keep in full force and effect its existence, and to carry out the terms of this Agreement. (b) Issuer has loaned funds derived from the sale of the 2007 2005 Series B A Bonds to Company to provide for the refunding, payment and discharge of the outstanding principal amount of the Refunded 1993 1995 Series A Bonds, to assist the Company to restructure its debt structure and to the end that air and water pollution be abated and controlled and solid waste disposed of at the Project Site in the Commonwealth of KentuckyCommonwealth. (c) To accomplish the foregoing, Issuer issued $35,200,000 40,000,000 aggregate principal amount of its 2007 2005 Series B A Bonds on such terms and conditions as are set forth in the Indenture. The proceeds from the sale of the 2007 2005 Series B A Bonds were applied exclusively and in whole, together with other funds made available by the Company, whole to refund, pay and discharge the outstanding principal amount of the Refunded 1993 1995 Series A Bonds on or prior to the 90th day after the date of issuance of the 2007 2005 Series B A Bonds. (d) Issuer will cooperate with Company and take all actions necessary for Company to comply with Section 2.2(n), (aar) and (bbu) hereof and take other actions reasonably requested by Company in furtherance of this Agreement. (e) The Project Site is located within the boundaries of Issuer. (f) Ordinance No. 50, Series 2007 of the Metro Council of the Issuer adopted on second reading on March 22, 2007 has been in continuous effect since the date of adoption thereof. (g) Ordinance No. 191, Series 2008 of the Metro Council of the Issuer adopted on second reading on October 23, 2008 has been in continuous effect since the date of adoption thereof. (h) Ordinance No. 182, Series 2010 of the Metro Council of the Issuer adopted on second reading on September 23, 2010 has been in continuous effect since the date of adoption thereof.

Representations, Warranties and Covenants by Issuer. Issuer represents, warrants and covenants that: (a) Issuer is a public body corporate and politic duly created and existing as a County and de jure political subdivision under the Constitution and laws of the Commonwealth of Kentucky and, pursuant to the Act, Issuer, the de jure governmental successor by operation of law to the Predecessor County, Issuer has the power and duty to issue the 2007 Series B A Bonds, to enter into this Agreement and the Indenture and the transactions contemplated hereby and to carry out its obligations hereunder and thereunder. To its knowledge, Issuer is not in default under or in violation of the Constitution or any of the laws of the Commonwealth of Kentucky relevant to the issuance of the 2007 Series B A Bonds or the consummation of the transactions contemplated hereby or in connection with such issuance, and has been duly authorized to issue the 2007 Series B A Bonds and to execute and deliver this Agreement and the Indenture. Issuer agrees that it will do or cause to be done in timely manner all things necessary to preserve and keep in full force and effect its existence, and to carry out the terms of this Agreement. (b) Issuer has loaned agrees to loan funds derived from the sale of the 2007 Series B A Bonds to Company to provide for the refunding, payment and discharge financing of the outstanding principal amount construction, acquisition, installation and equipping of the Refunded 1993 Series A BondsProject, which Project shall provide for solid wastes to assist the Company to restructure its debt structure be collected, stored, treated and to the end that air and water pollution be abated and controlled and solid waste disposed of at the Project Site in the Commonwealth of KentuckySite. (c) To accomplish the foregoing, Issuer issued agrees to issue $35,200,000 8,927,000 aggregate principal amount of its 2007 Series B A Bonds following the execution of this Agreement on such terms and conditions as are set forth in the Indenture. The proceeds from the sale of the 2007 Series B A Bonds were shall be applied exclusively and in whole, together with other funds made available by to finance the Company, to refund, pay and discharge the outstanding principal amount Cost of Construction of the Refunded 1993 Series A Bonds on or prior to the 90th day after the date of issuance of the 2007 Series B BondsProject. (d) Issuer will cooperate with Company and take all actions necessary for Company to comply with Section 2.2(n), (aay) and (bbz) hereof and take other actions reasonably requested by Company in furtherance of this Agreement. (e) Issuer has received its allocation from the Commonwealth for the issuance of the 2007 Series A Bonds, as prescribed by Section 146 of the Code. (f) The Project Site is located within the boundaries of Issuer. (fg) Ordinance No. 50, Series 2007 A Resolution of the Metro Council Fiscal Court of the Issuer adopted August 21, 2006 in respect of approval of the Project and its financing, the Memorandum of Agreement between Issuer and Company, dated August 21, 2006, and an Ordinance of the Fiscal Court of the Issuer adopted on second reading on March 22April 6, 2007 has been in continuous effect since the date respective dates of adoption thereof. (g) Ordinance No. 191, Series 2008 of the Metro Council of the Issuer adopted on second reading on October 23, 2008 has been in continuous effect since the date of adoption thereof. (h) Ordinance No. 182, Series 2010 of the Metro Council of the Issuer adopted on second reading on September 23, 2010 has been in continuous effect since the date of adoption thereof.

Representations, Warranties and Covenants by Issuer. Issuer represents, warrants and covenants that: (a) Issuer is a public body corporate and politic duly created and existing as a county and de jure political subdivision under the Constitution and laws of the Commonwealth of Kentucky and, pursuant to the Act, Issuer, the de jure governmental successor by operation of law to the Predecessor County, Issuer has the power and duty to issue the 2007 Series B A Bonds, to enter into this Agreement and the Indenture and the transactions contemplated hereby and to carry out its obligations hereunder and thereunder. To its knowledge, Issuer is not in default under or in violation of the Constitution or any of the laws of the Commonwealth of Kentucky relevant to the issuance of the 2007 Series B A Bonds or the consummation of the transactions contemplated hereby or in connection with such issuance, and has been duly authorized to issue the 2007 Series B A Bonds and to execute and deliver this Agreement and the Indenture. Issuer agrees that it will do or cause to be done in timely manner all things necessary to preserve and keep in full force and effect its existence, and to carry out the terms of this Agreement. (b) Issuer has loaned agrees to loan funds derived from the sale of the 2007 Series B A Bonds to Company to provide for the refunding, payment and discharge of the outstanding principal amount of the Refunded 1993 1992 Series A Bonds, to assist the Company to restructure its debt structure and to the end that air and water pollution be abated and controlled and solid waste disposed of at the Project Site in the Commonwealth of KentuckyCommonwealth. (c) To accomplish the foregoing, Issuer issued agrees to issue $35,200,000 60,000,000 aggregate principal amount of its 2007 Series B A Bonds following the execution of this Agreement on such terms and conditions as are set forth in the Indenture. The proceeds from the sale of the 2007 Series B A Bonds were shall be applied exclusively and in whole, together with other funds to be made available by the Company, to refund, pay and discharge the outstanding principal amount of the Refunded 1993 1992 Series A Bonds on or prior to the 90th day after the date of issuance of the 2007 Series B A Bonds. (d) Issuer will cooperate with Company and take all actions necessary for Company to comply with Section 2.2(n), (aa) and (bb) hereof and take other actions reasonably requested by Company in furtherance of this Agreement. (e) The Project Site is located within the boundaries of Issuer. (f) An Ordinance No. 50, Series 2007 of the Metro Council Fiscal Court of the Issuer adopted on second reading on March 22April 6, 2007 has been in continuous effect since the date of adoption thereof. (g) Ordinance No. 191, Series 2008 of the Metro Council of the Issuer adopted on second reading on October 23, 2008 has been in continuous effect since the date of adoption thereof. (h) Ordinance No. 182, Series 2010 of the Metro Council of the Issuer adopted on second reading on September 23, 2010 has been in continuous effect since the date of adoption thereof.

Representations, Warranties and Covenants by Issuer. Issuer represents, warrants and covenants that: (a) Issuer is a public body corporate and politic duly created and existing as a de jure County and political subdivision under the Constitution and laws of the Commonwealth of Kentucky and, pursuant to the Act, Issuer, the de jure governmental successor by operation of law to the Predecessor County, Issuer has the power and duty to issue the 2007 2004 Series B A Bonds, to enter into this Agreement and the Indenture and the transactions contemplated hereby and to carry out its obligations hereunder and thereunder. To its knowledge, Issuer is not in default under or in violation of the Constitution or any of the laws of the Commonwealth of Kentucky relevant to the issuance of the 2007 2004 Series B A Bonds or the consummation of the transactions contemplated hereby or in connection with such issuance, and has been duly authorized to issue the 2007 2004 Series B A Bonds and to execute and deliver this Agreement and the Indenture. Issuer agrees that it will do or cause to be done in timely manner all things necessary to preserve and keep in full force and effect its existence, and to carry out the terms of this Agreement. (b) Issuer has loaned agrees to loan funds derived from the sale of the 2007 2004 Series B A Bonds to Company to provide for the refunding, payment and discharge of the outstanding principal amount of the Refunded 1993 Series A Bonds, to assist the Company to restructure its debt structure and to the end that air solid wastes be collected, stored, neutralized and water pollution be abated and controlled and solid waste disposed of at the Project Site in the Commonwealth of KentuckyCommonwealth. (c) To accomplish the foregoing, Issuer issued agrees to issue $35,200,000 50,000,000 aggregate principal amount of its 2007 2004 Series B A Bonds following the execution of this Agreement on such terms and conditions as are set forth in the Indenture. The proceeds from the sale of the 2007 2004 Series B A Bonds were shall be applied exclusively and in whole, together with other funds made available by the Company, whole to refund, pay and discharge the outstanding principal amount of the Refunded 1993 Series A Bonds on or prior to the 90th day after the date of issuance of the 2007 2004 Series B A Bonds. (d) Issuer will cooperate with Company and take all actions necessary for Company to comply with Section 2.2(n2.2(m), (aaq) and (bbt) hereof and take other actions reasonably requested by Company in furtherance of this Agreement. (e) The Project Site is located within the boundaries of Issuer. (f) Ordinance No. 50, Series 2007 of the Metro Council of the Issuer adopted on second reading on March 22, 2007 has been in continuous effect since the date of adoption thereof. (g) Ordinance No. 191, Series 2008 of the Metro Council of the Issuer adopted on second reading on October 23, 2008 has been in continuous effect since the date of adoption thereof. (h) Ordinance No. 182, Series 2010 of the Metro Council of the Issuer adopted on second reading on September 23, 2010 has been in continuous effect since the date of adoption thereof.

Representations, Warranties and Covenants by Issuer. Issuer represents, warrants and covenants that: (a) Issuer is a public body corporate and politic duly created and existing as a de jure County and political subdivision under the Constitution and laws of the Commonwealth of Kentucky and, pursuant to the Act, Issuer, the de jure governmental successor by operation of law to the Predecessor County, Issuer has the power and duty to issue the 2007 2002 Series B A Bonds, to enter into this Agreement and the Indenture and the transactions contemplated hereby and to carry out its obligations hereunder and thereunder. To its knowledge, Issuer is not in default under or in violation of the Constitution or any of the laws of the Commonwealth of Kentucky relevant to the issuance of the 2007 2002 Series B A Bonds or the consummation of the transactions contemplated hereby or in connection with such issuance, and has been duly authorized to issue the 2007 2002 Series B A Bonds and to execute and deliver this Agreement and the Indenture. Issuer agrees that it will do or cause to be done in timely manner all things necessary to preserve and keep in full force and effect its existence, and to carry out the terms of this Agreement. (b) Issuer has loaned agrees to loan funds derived from the sale of the 2007 2002 Series B A Bonds to Company to provide for the refunding, payment and discharge of the outstanding principal amount of the Refunded 1993 1992 Series A Bonds, to assist the Company to restructure its debt structure and to the end that air and water pollution be abated and controlled and solid waste disposed of at the Project Site in the Commonwealth of KentuckyCommonwealth. (c) To accomplish the foregoing, Issuer issued agrees to issue $35,200,000 7,400,000 aggregate principal amount of its 2007 2002 Series B A Bonds following the execution of this Agreement on such terms and conditions as are set forth in the Indenture. The proceeds from the sale of the 2007 2002 Series B A Bonds were shall be applied exclusively and in whole, together with other funds made available by the Company, whole to refund, pay and discharge the outstanding principal amount of the Refunded 1993 1992 Series A Bonds on or prior to the 90th day after the date of issuance of the 2007 2002 Series B A Bonds. (d) Issuer will cooperate with Company and take all actions necessary for Company to comply with Section 2.2(n), (aar) and (bbu) hereof and take other actions reasonably requested by Company in furtherance of this Agreement. (e) The Project Site is located within the boundaries of Issuer. (f) Ordinance No. 50, Series 2007 of the Metro Council of the Issuer adopted on second reading on March 22, 2007 has been in continuous effect since the date of adoption thereof. (g) Ordinance No. 191, Series 2008 of the Metro Council of the Issuer adopted on second reading on October 23, 2008 has been in continuous effect since the date of adoption thereof. (h) Ordinance No. 182, Series 2010 of the Metro Council of the Issuer adopted on second reading on September 23, 2010 has been in continuous effect since the date of adoption thereof.

Representations, Warranties and Covenants by Issuer. Issuer represents, warrants and covenants that: (a) Issuer is a public body corporate and politic duly created and existing as a de jure County and political subdivision under the Constitution and laws of the Commonwealth of Kentucky and, pursuant to the Act, Issuer, the de jure governmental successor by operation of law to the Predecessor County, Issuer has the power and duty to issue the 2007 2002 Series B A Bonds, to enter into this Agreement and the Indenture and the transactions contemplated hereby and to carry out its obligations hereunder and thereunder. To its knowledge, Issuer is not in default under or in violation of the Constitution or any of the laws of the Commonwealth of Kentucky relevant to the issuance of the 2007 2002 Series B A Bonds or the consummation of the transactions contemplated hereby or in connection with such issuance, and has been duly authorized to issue the 2007 2002 Series B A Bonds and to execute and deliver this Agreement and the Indenture. Issuer agrees that it will do or cause to be done in timely manner all things necessary to preserve and keep in full force and effect its existence, and to carry out the terms of this Agreement. (b) Issuer has loaned agrees to loan funds derived from the sale of the 2007 2002 Series B A Bonds to Company to provide for the refunding, payment and discharge of the outstanding principal amount of the Refunded 1993 1990 Series A B Bonds, to assist the Company to restructure its debt structure and to the end that air and water pollution be abated and controlled and solid waste disposed of at the Project Site in the Commonwealth of KentuckyCommonwealth. (c) To accomplish the foregoing, Issuer issued agrees to issue $35,200,000 41,665,000 aggregate principal amount of its 2007 2002 Series B A Bonds following the execution of this Agreement on such terms and conditions as are set forth in the Indenture. The proceeds from the sale of the 2007 2002 Series B A Bonds were shall be applied exclusively and in whole, together with other funds made available by the Company, whole to refund, pay and discharge the outstanding principal amount of the Refunded 1993 1990 Series A B Bonds on or prior to the 90th day after the date of issuance of the 2007 2002 Series B A Bonds. (d) Issuer will cooperate with Company and take all actions necessary for Company to comply with Section 2.2(n), (aar) and (bbu) hereof and take other actions reasonably requested by Company in furtherance of this Agreement. (e) The Project Site is located within the boundaries of Issuer. (f) Ordinance No. 50, Series 2007 of the Metro Council of the Issuer adopted on second reading on March 22, 2007 has been in continuous effect since the date of adoption thereof. (g) Ordinance No. 191, Series 2008 of the Metro Council of the Issuer adopted on second reading on October 23, 2008 has been in continuous effect since the date of adoption thereof. (h) Ordinance No. 182, Series 2010 of the Metro Council of the Issuer adopted on second reading on September 23, 2010 has been in continuous effect since the date of adoption thereof.

Representations, Warranties and Covenants by Issuer. Issuer represents, warrants and covenants that: (a) Issuer is a public body corporate and politic duly created and existing as a de jure County and political subdivision under the Constitution and laws of the Commonwealth of Kentucky and, pursuant to the Act, Issuer, the de jure governmental successor by operation of law to the Predecessor County, Issuer has the power and duty to issue the 2007 2001 Series B A Bonds, to enter into this Agreement and the Indenture and the transactions contemplated hereby and to carry out its obligations hereunder and thereunder. To its knowledge, Issuer is not in default under or in violation of the Constitution or any of the laws of the Commonwealth of Kentucky relevant to the issuance of the 2007 2001 Series B A Bonds or the consummation of the transactions contemplated hereby or in connection with such issuance, and has been duly authorized to issue the 2007 2001 Series B A Bonds and to execute and deliver this Agreement and the Indenture. Issuer agrees that it will do or cause to be done in timely manner all things necessary to preserve and keep in full force and effect its existence, and to carry out the terms of this Agreement. (b) Issuer has loaned agrees to loan funds derived from the sale of the 2007 2001 Series B A Bonds to Company to provide for the refunding, payment and discharge of the outstanding principal amount of the Refunded 1993 1996 Series A Bonds, to assist the Company to restructure its debt structure and to the end that air and water pollution be abated and controlled and solid waste wastes be disposed of at the Project Site in the Commonwealth of KentuckyCommonwealth. (c) To accomplish the foregoing, Issuer issued agrees to issue $35,200,000 27,500,000 aggregate principal amount of its 2007 2001 Series B A Bonds following the execution of this Agreement on such terms and conditions as are set forth in the Indenture. The proceeds from the sale of the 2007 2001 Series B A Bonds were shall be applied exclusively and in whole, together with other funds made available by the Company, whole to refund, pay and discharge the outstanding principal amount of the Refunded 1993 1996 Series A Bonds on or prior to the 90th day after the date of issuance of the 2007 2001 Series B A Bonds. (d) Issuer will cooperate with Company and take all actions necessary for Company to comply with Section 2.2(n), (aar) and (bbu) hereof and take other actions reasonably requested by Company in furtherance of this Agreement. (e) The Project Site is located within the boundaries of Issuer. (f) Ordinance No. 50, Series 2007 of the Metro Council of the Issuer adopted on second reading on March 22, 2007 has been in continuous effect since the date of adoption thereof. (g) Ordinance No. 191, Series 2008 of the Metro Council of the Issuer adopted on second reading on October 23, 2008 has been in continuous effect since the date of adoption thereof. (h) Ordinance No. 182, Series 2010 of the Metro Council of the Issuer adopted on second reading on September 23, 2010 has been in continuous effect since the date of adoption thereof.

Representations, Warranties and Covenants by Issuer. Issuer represents, warrants and covenants that: (a) Issuer is a public body corporate and politic duly created and existing as a county and de jure political subdivision under the Constitution and laws of the Commonwealth of Kentucky and, pursuant to the Act, Issuer, the de jure governmental successor by operation of law to the Predecessor County, Issuer has the power and duty to issue the 2007 2006 Series B Bonds, to enter into this Agreement and the Indenture and the transactions contemplated hereby and to carry out its obligations hereunder and thereunder. To its knowledge, Issuer is not in default under or in violation of the Constitution or any of the laws of the Commonwealth of Kentucky relevant to the issuance of the 2007 2006 Series B Bonds or the consummation of the transactions contemplated hereby or in connection with such issuance, and has been duly authorized to issue the 2007 2006 Series B Bonds and to execute and deliver this Agreement and the Indenture. Issuer agrees that it will do or cause to be done in timely manner all things necessary to preserve and keep in full force and effect its existence, and to carry out the terms of this Agreement. (b) Issuer has loaned funds derived from the sale of the 2007 2006 Series B Bonds to Company to provide for the refunding, payment and discharge of the outstanding principal amount of the Refunded 1993 1994 Series A Bonds, to assist the Company to restructure its debt structure and to the end that air solid wastes may continue to be collected, stored, treated, processed and water pollution be abated and controlled and solid waste disposed of at the Project Site in the Commonwealth of KentuckyCommonwealth. (c) To accomplish the foregoing, Issuer issued $35,200,000 54,000,000 aggregate principal amount of its 2007 2006 Series B Bonds on such terms and conditions as are set forth in the Indenture. The proceeds from the sale of the 2007 2006 Series B Bonds were applied exclusively and in whole, together with other funds to be made available by the Company, to refund, pay and discharge the outstanding principal amount of the Refunded 1993 1994 Series A Bonds on or prior to the 90th day after the date of issuance of the 2007 2006 Series B Bonds. (d) Issuer will cooperate with Company and take all actions necessary for Company to comply with Section 2.2(n2.2(m), (aaz) and (bbaa) hereof and take other actions reasonably requested by Company in furtherance of this Agreement. (e) The Project Site is located within the boundaries of Issuer. (f) Ordinance No. 50, Series 2007 2008-1028 of the Metro Council of the Issuer adopted on second reading on March 22, 2007 has been in continuous effect since the date of adoption thereof. (g) Ordinance No. 191, Series 2008 of the Metro Council Fiscal Court of the Issuer adopted on second reading on October 2328, 2008 has been in continuous effect since the date of adoption thereof. (h) Ordinance No. 182, Series 2010 of the Metro Council of the Issuer adopted on second reading on September 23, 2010 has been in continuous effect since the date of adoption thereof.

Representations, Warranties and Covenants by Issuer. Issuer represents, warrants and covenants that: (a) Issuer is a public body corporate and politic duly created and existing as a de jure political subdivision under the Constitution and laws of the Commonwealth of Kentucky and, pursuant to the Act, Issuer, the de jure governmental successor by operation of law to the Predecessor County, has the power and duty to issue the 2007 2000 Series B A Bonds, to enter into this Agreement and the Indenture and the transactions contemplated hereby and to carry out its obligations hereunder and thereunder. To its knowledge, Issuer is not in default under or in violation of the Constitution or any of the laws of the Commonwealth of Kentucky relevant to the issuance of the 2007 2000 Series B A Bonds or the consummation of the transactions contemplated hereby or in connection with such issuance, and has been duly authorized to issue the 2007 2000 Series B A Bonds and to execute and deliver this Agreement and the Indenture. Issuer agrees that it will do or cause to be done in timely manner all things necessary to preserve and keep in full force and effect its existence, and to carry out the terms of this Agreement. (b) Issuer has loaned funds derived from the sale of the 2007 2000 Series B A Bonds to Company to provide for the refunding, payment and discharge of the outstanding principal amount of the Refunded 1993 1990 Series A Bonds, to assist which were issued for the Company to restructure its debt structure current refinancing of the Original Bonds and the Project, to the end that air and water pollution be abated and controlled and solid waste disposed of at the Project Site in the Commonwealth of Kentuckycontrolled. (c) To accomplish the foregoing, Issuer issued $35,200,000 25,000,000 aggregate principal amount of its 2007 2000 Series B A Bonds on such terms and conditions as are set forth in the Indenture. The proceeds from the sale of the 2007 2000 Series B A Bonds were applied exclusively and in whole, together with other funds made available by the Company, to refund, pay and discharge the outstanding principal amount of the Refunded 1993 1990 Series A Bonds on or prior to the 90th day after the date of issuance of the 2007 2000 Series B A Bonds. (d) Issuer will cooperate with Company and take all actions necessary for Company to comply with Section 2.2(n2.2(o), (aas) and (bbv) hereof and take other actions reasonably requested by Company in furtherance of this Agreement. (e) The Project Site is located within the boundaries of Issuer. (f) Ordinance No. 50, Series 2007 of the Metro Council of the Issuer adopted on second reading on March 22, 2007 has been in continuous effect since the date of adoption thereof. (g) Ordinance No. 191, Series 2008 of the Metro Council of the Issuer adopted on second reading on October 23, 2008 has been in continuous effect since the date of adoption thereof. (h) Ordinance No. 182, Series 2010 of the Metro Council of the Issuer adopted on second reading on September 23, 2010 has been in continuous effect since the date of adoption thereof.