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

Representations, Warranties and Covenants by the Borrower. The Borrower represents, warrants and covenants as follows: (a) The Borrower is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and is qualified to do business in that State, has legal authority to enter into and to perform the agreements and covenants on its part contained in the Bond Documents to which it is a party, the Placement Agreement and the approval of the section of the Private Placement Memorandum entitled "The Borrower," and has duly authorized the execution, delivery and performance of the Bond Documents to which it is a party. (b) The borrowing under the Note, the execution and delivery of this Loan Agreement and the other Bond Documents to which it is a party, the Placement Agreement and the approval of the section of the Private Placement Memorandum entitled "The Borrower," the consummation of the transactions contemplated hereby and thereby, and the fulfillment of or compliance with the terms and conditions hereof and thereof do not and will not violate, conflict with or constitute a breach of or default under or require any consent (except for such consents and approvals as have heretofore been obtained) pursuant to the Operating Agreement of the Borrower, any law or regulation of the United States or the State or, to the best knowledge of the Borrower, of any other jurisdiction presently applicable to the Borrower, any order of any court, regulatory body or arbitral tribunal or any agreement or instrument to which the Borrower is a party or by which it or any of its property is bound. (c) The Borrower will cause the proceeds of the Bonds to be applied to the Project. (d) The descriptions of the Project and the Project Site are substantially the same in all material respects as those contained in the Issuer's application to the Department of Community and Economic Development of the State in connection with the Project. (e) The Borrower has operated and presently expects to operate the Project as a manufacturing facility until Payment of the Bonds. (f) The Project is a "project" within the meaning of the Act. (g) The Project is located wholly within the Borough of Littlestown, Xxxxx County, Pennsylvania.

Representations, Warranties and Covenants by the Borrower. The Borrower represents, warrants and covenants as follows: (a) The Borrower is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the State Commonwealth of DelawareVirginia, and is qualified to do business in that the State, has legal authority to enter into and to perform the agreements and covenants on its part contained in the Bond Documents to which it is a party, the Placement Agreement and the approval of the section of the Private Placement Memorandum entitled "The Borrower," party and has duly authorized the execution, delivery and performance of the Bond Documents to which it is a party. (b) The borrowing under the Note, the execution and delivery of this Loan Agreement and the other Bond Documents to which it is a party, the Placement Agreement and the approval of the section of the Private Placement Memorandum entitled "The Borrower," the consummation of the transactions contemplated hereby and thereby, and the fulfillment of or compliance with the terms and conditions hereof and thereof do not and will not violate, conflict with or constitute a breach of or default under or require any consent (except for such consents and approvals as have heretofore been obtained) pursuant to the Operating Agreement Articles of Incorporation or Bylaws of the Borrower, any law or regulation of the United States or the State or, to the best knowledge of the Borrower, of any other jurisdiction presently applicable to the Borrower, any order of any court, regulatory body or arbitral tribunal or any agreement or instrument to which the Borrower is a party or by which it or any of its property is bound. (c) The Borrower will cause the proceeds of the Bonds to be applied to the Project. (d) The descriptions commencement of the Project and the Project Site are substantially the same in all material respects as those contained in the Issuer's application to the Department of Community and Economic Development Acquisition of the State in connection with Project, including the Projectletting of purchase orders for components thereof, did not occur prior to Official Action. (e) The Borrower has operated and presently expects to operate the Project as a manufacturing distribution facility until Payment of the Bonds. (f) The Project is a an "economic development project" within the meaning of the Act. (g) The Project is located wholly within the Borough City of LittlestownOlive Branch, Xxxxx DeSoto County, PennsylvaniaMississippi. (h) Assuming due authorization, execution and delivery by the other parties thereto, when executed and delivered, the Bond Documents to which the Borrower is a party will be the valid and binding obligations or agreements of the Borrower enforceable in accordance with their respective terms, subject to limitations imposed by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or by general principles of equity affecting the remedies provided for in the Bond Documents. (i) There is no action, suit or proceeding at law or in equity or by or before any governmental instrumentality or agency or arbitral body now pending, or to the knowledge of the Borrower threatened, against or affecting the Borrower or any properties or rights of the Borrower which has not heretofore been disclosed to the Trustee in writing or which, if adversely determined, would materially impair the right of the Borrower to carry on its business substantially as now conducted or would materially adversely affect the financial condition, business or operations of the Borrower or the transactions contemplated by, or the validity of, any of the Bond Documents. (j) The Borrower has filed or properly extended the filing date of all federal, state and local tax returns which are required to be filed by it and has paid or caused to be paid all taxes as shown on said returns or on any assessment received by it, to the extent that such taxes have become due and are material in amount, and no controversy in respect of additional income taxes, state or federal, of the Borrower is pending or, to the knowledge of the Borrower, threatened which has not heretofore been disclosed in writing to the Trustee and which, if adversely determined, would materially and adversely affect the financial condition or operations of the Borrower. (k) None of the Bond Documents to which the Borrower is a party contains any misrepresentation or untrue statement of material fact with respect to the Borrower or omits to state a material fact with respect to the Borrower necessary in order to make any such representation or statement contained therein not misleading. (l) The Borrower possesses all patents, licenses, trademarks, trademark rights, trade names, trade name rights and copyrights material to the construction and operation of the Project, without known conflict with any patent, license, trademark, trade name or copyrights of any other Person. (m) The Project Site is properly zoned, and its intended use and the operation of the Project comply with the uses permitted by applicable zoning regulations.

Representations, Warranties and Covenants by the Borrower. The Borrower represents, warrants and covenants as follows: (a1) The Borrower is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and is qualified to do business in that State, has legal authority and capacity to enter into into, and to perform the agreements and covenants on its part contained in the Bond Documents to which it is a party, the Placement Agreement and the approval of the section of the Private Placement Memorandum entitled "The Borrower," and has duly authorized the execution, delivery and performance of the Bond Documents to which it is a party. (b2) The Borrower is lawfully seized of a valid title to the Project Site, and has a good and sufficient right to bargain, sell, grant, convey, mortgage and assign the Mortgaged Property to the Issuer in the manner provided herein, subject only to Permitted Encumbrances. (3) The borrowing under the Note, the execution and delivery of this Loan Agreement and the other Bond Documents to which it is a party, the Placement Agreement and the approval of the section of the Private Placement Memorandum entitled "The Borrower," the consummation of the transactions contemplated hereby and thereby, and the fulfillment of or compliance with the terms and conditions hereof and thereof do not and will not violate, conflict with or constitute a breach of or default under or require any consent (except for such consents and approvals as have heretofore been obtained) pursuant to the Operating Agreement of the Borrower, any law or regulation of the United States or the State or, to the best knowledge of the Borrower, of any other jurisdiction presently applicable to the Borrower, any order of any court, regulatory body or arbitral tribunal or any agreement or instrument to which the Borrower is a party or by which it or any of its property is bound. (c4) The Borrower will cause the proceeds of the Bonds to be applied to the Project. (d) The descriptions payment of, or the reimbursement of the Project and Borrower for the Project Site are substantially payment of, the same in all material respects as those contained in the Issuer's application to the Department Cost of Community and Economic Development Acquisition of the State in connection with the Project. (e5) The Borrower has operated and presently expects to operate the Project as a manufacturing facility until Payment commencement of the BondsAcquisition of the Project, including the letting of purchase orders for components thereof, did not occur prior to April 18, 1997 (60 days prior to adoption by the Issuer of a resolution declaring its intention to finance the Project). (f6) The Project is being acquired, constructed and installed at the Plant constitutes and will constitute a "project" within the meaning of the Enabling Act, and the Borrower presently expects to operate the Plant or cause the same to be operated by the Company as a manufacturing facility from the Completion Date until payment of the Bonds. (g7) The Borrower presently estimates the Cost of Acquisition of the Project is to equal or exceed $2,500,000.00. (8) The Project will be located wholly within the Borough County. (9) When executed and delivered, the Bond Documents to which the Borrower is a party will be the legal, valid and binding obligations or agreements of Littlestownthe Borrower enforceable in accordance with their respective terms. (10) There is no action, Xxxxx Countysuit or proceeding at law or in equity or by or before any governmental instrumentality or agency or arbitral body now pending, Pennsylvaniaor to the knowledge of the Borrower, threatened against or affecting the Borrower or any properties or rights of the Borrower which, if adversely determined, would impair the right of the Borrower to carry on its business substantially as now conducted or would materially adversely affect the financial condition, business or operations of the Borrower or the transactions contemplated by, or the validity of, any of the Bond Documents. (11) The Borrower has filed all federal, state and local tax returns which are required to be filed by it and has paid or caused to be paid all taxes as shown on said returns or on any assessment received by it, to the extent that such taxes have become due, and no controversy in respect of additional income taxes, state or federal, of the Borrower is pending or, to the knowledge of the Borrower, threatened which has not heretofore been disclosed in writing to the Trustee and which, if adversely determined, would materially and adversely affect the financial condition or operations of the Borrower. (12) Neither the Bond Documents to which the Borrower is a party nor any other document contains any misrepresentation or untrue statement of fact or omits to state a material fact necessary in order to make any such representation or statement contained therein not misleading. (13) The Borrower possesses all necessary patents, licenses, trademarks, trademark rights, trade names, trade name rights and copyrights to conduct its business as now conducted, without known conflict with any patent, license, trademark, trade name or copyrights of any other Person. (14) The Project Site is properly zoned, and its intended use and the operation of the Plant comply with the uses permitted by applicable zoning regulations. (15) The Plant conforms or will conform with all planning, building, land use, environmental and other regulations of governmental authorities having jurisdiction of the Plant, all necessary utilities are available or will be provided for the Plant, and the Borrower has obtained or will obtain all requisite planning, building, land use, environmental and other permits necessary for the Acquisition of the Project and the use and occupancy of the Plant. (16) No notice of commencement with respect to the Acquisition of the Project has been filed or posted by the Borrower and, further, all contractors, suppliers and materialmen who have provided services or materials with respect to the Acquisition of the Project, if any, have been paid all amounts due them through the date hereof. (17) No approval, consent or authorization of, or registration, declaration or filing with, any governmental or public body or authority not already obtained by the Borrower is required in connection with the valid execution, delivery and performance by the Borrower of the Bond Documents to which it is a party. (18) Once the Bonds bear interest at the Tax-Exempt Rate, the Borrower will not take or fail to take any action which would impair the exclusion of interest on the Bonds from gross income for federal income tax purposes. (19) All of the representations, warranties and covenants of the Borrower contained in the Borrower's Tax Compliance Certificate are hereby reaffirmed and incorporated herein by reference. All of the above representations, warranties and covenants shall survive the making of this Loan Agreement and the issuance of the Note.

Representations, Warranties and Covenants by the Borrower. The Borrower represents, warrants and covenants as follows: (a) The Borrower is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and is qualified to do business in that the State, has legal authority to enter into and to perform the agreements and covenants on its part contained in the Bond Documents to which it is a party, the Placement Agreement party and the approval of to approve the section of the Private Placement Memorandum entitled "The Borrower," and has duly authorized the execution, delivery and performance of the Bond Documents to which it is a party. (b) The borrowing under the Note, the execution and delivery of this Loan Agreement and the other Bond Documents to which it is a party, the Placement Agreement party and the approval of the section of the Private Placement Memorandum entitled "The Borrower," the consummation of the transactions contemplated hereby and thereby, and the fulfillment of or compliance with the terms and conditions hereof and thereof do not and will not violate, conflict with or constitute a breach of or default under or require any consent (except for such consents and approvals as have heretofore been obtained) pursuant to the Operating Agreement Articles of Incorporation or Bylaws of the Borrower, any law or regulation of the United States or the State or, to the best knowledge of the Borrower, of any other jurisdiction presently applicable to the Borrower, any order of any court, regulatory body or arbitral tribunal or any agreement or instrument to which the Borrower is a party or by which it or any of its property is bound. (c) The Borrower will cause the proceeds of the Bonds to be applied to the Project. (d) The commencement of the Acquisition of the Project, including the letting of purchase orders for components thereof, did not occur prior to Official Action. (e) The descriptions of the Project and the Project Site in Exhibit B hereto are substantially the same in all material respects as those contained in the Issuer's application to the Secretary of the Department of Community and Economic Development Commerce of the State in connection with pursuant to Section 159C-7 of the ProjectAct. (ef) The Borrower has operated and presently expects to operate the Project as a facility to be used for the purpose of manufacturing facility medical products in Buncombe County, North Carolina until Payment of the Bonds. (fg) The On the Completion Date, the Project is a "project," and more specifically an "industrial project for industry," within the meaning of the Act. (gh) The Project is located wholly within the Borough of Littlestown, Xxxxx Buncombe County, PennsylvaniaNorth Carolina. (i) Assuming due authorization, execution and delivery by the other parties thereto, when executed and delivered, the Bond Documents to which the Borrower is a party will be the valid and binding obligations or agreements of the Borrower enforceable in accordance with their respective terms, subject to limitations imposed by general principles of equity affecting the remedies provided for in the Bond Documents. (j) There is no action, suit or proceeding at law or in equity or by or before any governmental instrumentality or agency or arbitral body now pending, or to the knowledge of the Borrower, threatened against or affecting the Borrower or any properties or rights of the Borrower which, if adversely determined, would materially impair the right of the Borrower to carry on its business substantially as now conducted or would materially adversely affect the financial condition, business or operations of the Borrower or the transactions contemplated by, or the validity of, any of the Bond Documents. (k) The Borrower has filed all federal, state and local tax returns which are required to be filed by it and has paid or caused to be paid all taxes as shown on said returns or on any assessment received by it, to the extent that such taxes have become due, and no controversy in respect of additional income taxes, state or federal, of the Borrower is pending or, to the knowledge of the Borrower, threatened which has not heretofore been disclosed in writing to the Trustee or the Paying Agent and which, if adversely determined, would materially and adversely affect the financial condition or operations of the Borrower. (l) Neither the Bond Documents to which the Borrower is a party nor the Tax Certificate contains any misrepresentation or untrue statement of fact or omits to state a material fact necessary in order to make any such representation or statement contained therein not misleading. (m) The Borrower possesses all necessary patents, licenses, trademarks, trademark rights, trade names, trade name rights and copyrights to conduct its business as now conducted, without known conflict with any patent, license, trademark, trade name or copyrights of any other Person. (n) The Project Site is properly zoned, and its intended use and the operation of the Project comply with the uses permitted by applicable zoning regulations. (o) No approval, consent or authorization of, or registration, declaration or filing with, any governmental or public body or authority is required in connection with the valid execution, delivery and performance by the Borrower of the Bond Documents to which it is a party which has not heretofore been obtained. (p) The Borrower will not take or omit to take any action which would impair the exemption of interest on the Bonds from federal income taxation. (q) All of the representations, warranties and covenants of the Borrower contained in the Tax Certificate are hereby reaffirmed and incorporated herein by reference. (r) The Borrower presently in good faith estimates the Cost of Acquisition of the Project to equal or exceed the original principal amount of the Bonds. All of the above representations, warranties and covenants shall survive the execution of this Loan Agreement and the issuance of the Note.

Representations, Warranties and Covenants by the Borrower. The Borrower representsmakes the following representations, warrants warranties and covenants as followscovenants: (a) The Borrower is a limited liability company corporation duly organized, validly organized and existing and in good standing under the laws of the State of Delaware, and is qualified to do business in that State, has legal authority to enter into and to perform the agreements and covenants on its part contained in the Bond Documents to which it is a party, the Placement Agreement and the approval of the section of the Private Placement Memorandum entitled "The Borrower," and has duly authorized the execution, delivery and performance of the Bond Documents to which it is a partyMinnesota. (b) The borrowing under the NoteSubject to Section 5.02 hereof, the Borrower intends, but shall not be obligated, to own and operate the Project Facilities to the expiration or sooner termination of this Loan Agreement, as provided herein, except to the extent such operation may be interrupted by strikes, riots, acts of God or public enemy or other circumstances beyond the control of the Borrower. (c) The execution and delivery of this Loan Agreement and the other Bond Documents to which it is a party, the Placement Agreement and the approval of the section of the Private Placement Memorandum entitled "The Borrower," the consummation of the transactions herein and therein contemplated hereby and thereby, and the fulfillment of or compliance with the terms and conditions hereof and thereof do not and will not violate, conflict with or constitute a breach of or default under any bond, debenture, note or require any consent (except for such consents and approvals as have heretofore been obtained) pursuant to the Operating Agreement other evidence of the Borrower, any law or regulation of the United States or the State or, to the best knowledge of the Borrower, of any other jurisdiction presently applicable to the Borrower, any order of any court, regulatory body or arbitral tribunal indebtedness or any contract, loan agreement or instrument lease to which the Borrower is a party or by which it is bound, or violate any law, regulation or order of the United States or the State of Minnesota or agency or political subdivision thereof, or any of its property court order or judgment in any proceeding to which the Borrower is or was a party or by which it is bound. (cd) The proceeds of the Series 2004 Bonds to be deposited in the Project Fund, together with other funds to be contributed for the purpose by the Borrower, will be sufficient to cause the Refunded Bonds to be redeemed in whole on the Call Date. (e) There is no litigation pending, or to the best of its knowledge threatened, against the Borrower materially and adversely affecting the Project or its ability to carry out the terms of this Loan Agreement. (f) The Land is currently zoned properly for the Project Facilities and the Borrower has obtained or will timely obtain all necessary licenses and permits required for renovation and operation of the Project Buildings. (g) To the best of the Borrower’s knowledge and belief, no member of the Governing Body of the Issuer or other officer or employee of the Issuer is directly or indirectly interested in this Loan Agreement, the Series 2004 Bonds, the Project or any contract, agreement or job hereby contemplated to be entered into or undertaken. (h) The Borrower will cause has approved the terms and conditions of the Indenture and the Bonds. (i) The Official Statement relating to the issuance and sale of the Series 2004 Bonds, including all Appendices thereto, does not contain any untrue statement of a material fact, and does not omit to state a material fact, required to be stated therein or necessary in order to make the statements contained therein not misleading. (j) The Borrower shall take no action nor omit to take any action the effect of which would be to jeopardize the tax-exempt status of the Series 2004 Bonds. (k) Substantially all (that is, not less than 95%) of the proceeds of the Refunded Bonds were used for the acquisition, construction, reconstruction or improvement of land or property of a character subject to the allowance for depreciation under the Internal Revenue Code. (l) Not less than 95% of the proceeds of the Refunded Bonds were used to provide a facility which is used in the manufacturing or production of tangible personal property (including the processing resulting in a change in the condition of the property). An office shall not be described in the preceding sentence unless (a) the office is located on the premises of the manufacturing facility, and (b) not more than a de minimis amount of the functions to be performed at such office is not directly related to the day-to-day operations at such facility. For purposes of the first sentence of this paragraph, the term “manufacturing facility” includes facilities which are directly related and ancillary to a manufacturing facility (determined without regard to this sentence) if (i) such facilities are located on the same site as the manufacturing facility, and (ii) not more than 25 percent of the net proceeds of the Bonds are used to provide such facilities. (m) The aggregate of (i) capital expenditures with respect to facilities in or attributable to the City which are or were used by the Borrower, or any other principal user of the Project Facilities or by any person related to the Borrower or such other principal user paid or incurred within a period of 36 months prior to the date of issuance of the Refunded Bonds, whether allocable or attributable to the Project Facilities or any other facility within or attributable to the City, plus (ii) the original aggregate principal amount of the Refunded Bonds, together with the then outstanding principal amounts of any “prior issues,” plus (iii) the capital expenditures made with respect to facilities in or attributable to the City by the Borrower or such other principal user of the Project Facilities or by any person related to the Borrower or such other principal user within a period of 36 months after the date of issuance of the Refunded Bonds, whether allocable or attributable to the Project Facilities or any other facility within or attributable to the City, all as such terms are used in Section 144(a) of the Internal Revenue Code of 1986, and regulations thereunder, did not exceed $10,000,000. (n) The Borrower did not use any portion of the proceeds of the Refunded Bonds and shall not use any portion of the proceeds of the Bonds to provide any private or commercial golf course facility, country club, massage parlor, tennis club, skating facility (including roller skating, skateboard or ice skating), racquet sports facility (including any handball or racquetball court), hot tub facility, suntan facility, racetrack, airplane, skybox, or other private luxury box, any facility primarily used for gambling, or any store the principal business of which is the sale of alcoholic beverages for consumption off premises, and the Borrower does not expect that the Project Facilities, or any part thereof, will be applied to the Projectused for any of such purposes. (do) The descriptions Borrower used less than 25 percent of the Project proceeds of the Refunded Bonds either directly or indirectly to finance the acquisition of land (or any interest therein), and used not more than 25 percent of the proceeds of the Refunded Bonds and of the Refunded Bonds to provide a facility the primary purpose of which is retail food or beverage service, automobile sales or service, or the provision of recreation or entertainment, and the Borrower does not expect that the Project Site are substantially the same in all material respects as those contained in the Issuer's application to the Department Facilities, or any portion thereof, shall subsequently be used primarily for any of Community and Economic Development of the State in connection with the Projectsuch purposes. (ep) The Borrower has operated and presently expects to operate the Project as a manufacturing facility until Payment None of the proceeds of the Refunded Bonds were used for the acquisition of any existing building or other used property, unless at least 15 percent (or in the case of a structure other than a building 100 percent) of the cost of acquisition of such existing property financed by proceeds of the Refunded Bonds was spent for rehabilitation expenditures, within the meaning of Section 147(d) of the Internal Revenue Code, within two years of the date of acquisition or, if later, the date of issuance of the Refunded Bonds. (fq) The aggregate outstanding amount of tax-exempt facility-related bonds allocated to the Borrower (including related persons) or any other principal user of the Project Facilities (including related persons) when added to the aggregate amount of the Series 2004 Bonds allocated to the Borrower (including related persons) or such other principal user (including related persons), all as such terms are defined in Section 144(a) of the Internal Revenue Code of 1986 (or the applicable predecessor Section of the Internal Revenue Code of 1954, as amended prior to the enactment of the Tax Reform Act of 1986), does not exceed $40,000,000. (r) The Borrower is not a "project" principal user, nor related to any principal user, of any facilities other than the Project Facilities within the City which were acquired in whole or in part, directly or indirectly, by the issuance of tax-exempt bonds which are outstanding on the date hereof, within the meaning of Section 144 of the ActInternal Revenue Code of 1986 and regulations thereunder. No tax-exempt bonds issued with respect to the Project Facilities are outstanding as of the date hereof except for the Refunded Bonds. (gs) The weighted average maturity of the Series 2004 Bonds does not exceed 120% of the average weighted economic life of the Project Facilities. (t) The weighted average maturity of the Series 2004 Bonds does not exceed the remaining weighted average maturity of the Refunded Bonds. (u) The original principal amount of the Series 2004 Bonds is located wholly in an amount not greater than the current outstanding principal amount of the Refunded Bonds. The principal amount of the Series 2004 Bonds is not larger than the amount necessary to cause the Refunded Bonds to be redeemed in whole, in accordance with the provisions of the Prior Indenture and in accordance with the provisions hereof. The entire gross proceeds of the Series 2004 Bonds ($5,630,000) are to be expended solely for the payment and discharge on the Call Date of the outstanding principal amount of the Refunded Bonds. The Refunded Bonds will be redeemed in whole within 90 or fewer days from the Borough date of Littlestownissuance of the Series 2004 Bonds. (v) Within the meaning of Treasury Regulation, Xxxxx County§ 1.148-1(c)(3), Pennsylvaniaany amount required by the Bank under the Credit Agreement to be held by the Borrower or affiliate of the Borrower at a particular level for the direct or indirect benefit of the Bank will not be “pledged” to the Bank or other party for the following reasons: (i) the amount does not exceed reasonable needs for which it is maintained; (ii) the required level is tested no more frequently than every six months; and (iii) the amount may be spent without any substantial restriction other than a requirement to replenish the amount by the next testing date.

Representations, Warranties and Covenants by the Borrower. The Borrower represents, warrants and covenants as follows: (a) The Borrower is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and is qualified to do business in that the State, has legal authority to enter into and to perform the agreements and covenants on its part contained in the Bond Documents and the Letter of Credit Documents to which it is a party, the Placement Agreement and the approval of the section has approved Appendix A of the Private Placement Memorandum entitled "The Borrower," and has duly authorized the execution, delivery and performance of the Bond Documents and the Letter of Credit Documents to which it is a party. (b) The borrowing under the Note, the execution and delivery of this Loan Agreement and the other Bond Documents and the Letter of Credit Documents to which it is a party, the Placement Agreement party and the approval of the section Appendix A of the Private Placement Memorandum entitled "The Borrower," Memorandum, the consummation of the transactions contemplated hereby and thereby, and the fulfillment of or compliance with the terms and conditions hereof and thereof do not and will not violate, conflict with or constitute a breach of or default under or require any consent (except for such consents and approvals as have heretofore been obtained) pursuant to the Operating Agreement Certificate of Incorporation or Bylaws of the Borrower, any law or regulation of the United States or the State or, to the best knowledge of the Borrower, of any other jurisdiction presently applicable to the Borrower, any order of any court, regulatory body or arbitral tribunal or any agreement or instrument to which the Borrower is a party or by which it or any of its property is bound. (c) The Borrower will cause the proceeds of the Bonds to be applied to the ProjectFacility. (d) The descriptions Borrower intends that the proceeds of the Project Loan be used solely to pay Facility Costs. The Borrower intends that the interest payable on the Bonds shall be excludable from the gross income of the holders thereof for purposes of federal income taxation and the Project Site are substantially the same in all material respects as those contained shall be exempt from state, county and municipal taxation in the Issuer's application to the Department of Community and Economic Development of the State in connection with the ProjectState. (e) The Borrower has operated and presently expects to operate the Project Facility as a manufacturing facility for honeycomb aluminum products until Payment of the Bonds. (f) The Project Facility is a "projectfacility" within the meaning of the Act. (g) The Project Facility is located wholly within the Borough of Littlestown, Xxxxx Harford County, PennsylvaniaMaryland.

Representations, Warranties and Covenants by the Borrower. The Borrower represents, warrants and covenants as follows: (a) The Borrower is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the State of DelawareNew York, and is qualified to do business in that the State, has legal authority to enter into and to perform the agreements and covenants on its part contained in the Bond Documents to which it is a party, the Placement Agreement and the approval of the section sections and exhibits of the Private Placement Memorandum entitled "The pertaining to the Borrower," , and has duly authorized the execution, delivery and performance of the Bond Documents to which it is a party. (b) The borrowing under the NoteNotes, the execution and delivery of this Loan Agreement and the other Bond Documents to which it is a party, the Placement Agreement and the approval of the section sections and exhibits of the Private Placement Memorandum entitled "The pertaining to the Borrower," , the consummation of the transactions contemplated hereby and thereby, and the fulfillment of or compliance with the terms and conditions hereof and thereof do not and will not violate, conflict with or constitute a breach of or default under or require any consent (except for such consents and approvals as have heretofore been obtained) pursuant to the Operating Agreement Articles of Incorporation or Bylaws of the Borrower, any law or regulation of the United States States, the State of New York or the State or, to the best knowledge of the Borrower, of any other jurisdiction presently applicable to the Borrower, any order of any court, regulatory body or arbitral tribunal or any agreement or instrument to which the Borrower is a party or by which it or any of its property is bound. (c) The Borrower will cause the proceeds of the Bonds to be applied to the Acquisition of the Project. (d) The descriptions of the Project and the Project Site are substantially the same in all material respects as those contained in the Issuer's application to the Department of Community and Economic Development of the State Capital expenditures in connection with the Acquisition of the Project, including the letting of purchase orders for components thereof, did not occur sooner than 60 days prior to August 27, 1996, other than capital expenditures which the Borrower does not intend to be reimbursed for from the proceeds of the Bonds. (e) The Borrower has operated and presently expects to shall operate the Project as a manufacturing facility until Payment of the Bonds. (f) The Project is a "project" within the meaning of the Act. (g) The Project is located wholly in the unincorporated area of Manatee County, Florida. (h) Assuming due authorization, execution and delivery by the other parties thereto, when executed and delivered, the Bond Documents to which the Borrower is a party, and the Placement Agreement will be the valid and binding obligations or agreements of the Borrower enforceable in accordance with their respective terms, subject to limitations imposed by general principles of equity affecting the remedies provided for in the Bond Documents. (i) There is no action, suit or proceeding at law or in equity or by or before any governmental instrumentality or agency or arbitral body now pending, or to the knowledge of the Borrower, threatened against or affecting the Borrower or any properties or rights of the Borrower which, if adversely determined, would materially impair the right of the Borrower to carry on its business substantially as now conducted or would materially adversely affect the financial condition, business or operations of the Borrower or the transactions contemplated by, or the validity of, any of the Bond Documents, or the Placement Agreement. (j) The Borrower has filed all applicable federal, state and local tax returns which are required to be filed by it and has paid or caused to be paid all taxes as shown on said returns or on any assessment received by it, to the extent that such taxes have become due, and no controversy in respect of additional income taxes, state or federal, of the Borrower is pending or, to the knowledge of the Borrower, threatened which has not heretofore been disclosed in writing to the Trustee and which, if adversely determined, would materially and adversely affect the financial condition or operations of the Borrower. (k) Neither the Bond Documents to which the Borrower is a party nor the Tax Certificate contains any misrepresentation or untrue statement of fact or omits to state a material fact necessary in order to make any such representation or statement contained therein not misleading. (l) The Borrower possesses all necessary patents, licenses, trademarks, trademark rights, trade names, trade name rights and copyrights to conduct its business as now conducted, without known conflict with any patent, license, trademark, trade name or copyrights of any other Person. (m) The Project Site is properly zoned, and its intended use and the operation of the Project comply with the uses permitted by applicable zoning regulations. (n) No approval, consent or authorization of, or registration, declaration or filing with, any governmental or public body or authority is required in connection with the valid execution, delivery and performance by the Borrower of the Bond Documents to which it is a party which has not heretofore been obtained. (o) The Borrower represents that it has not made any commitment or taken any action which will result in a valid claim for any finders' or similar fees or commitments in respect of the transactions described in this Loan Agreement. (p) None of the proceeds of the Bonds will be used directly or indirectly as working capital or to finance inventory. (q) The Borrower will not take or omit to take any action which action or omission will in any way cause the proceeds of the Bonds to be applied in a manner contrary to that provided in the Indenture. (r) The Borrower has not taken and will not take any action and knows of no action that any other person, firm or corporation has taken or intends to take, which would cause interest on the Series A Bonds and the Series C Bonds, when and if issued, to be includable in the gross income of the recipients thereof for federal income tax purposes. The representations, certifications and statements of reasonable expectation made by the Borrower in the Tax Certificate and relating to bond maturity and average asset economic life, use of Bond proceeds, arbitrage and related matters are hereby incorporated by this reference as though fully set forth herein. (s) The Borrower has good and marketable title in its fee interest in the Project Site. (t) The Borrower's obligations under the Loan Agreement, the Notes and the Reimbursement Agreement are general obligations of the Borrower. (u) The Borrower's assets exceed its liabilities. (v) As of the date hereof, neither the Borrower, nor to its knowledge anyone acting on behalf of the Borrower, has entered into negotiations with any person for the purpose of undertaking any borrowing concurrently with or subsequent to the issuance of the Bonds and to be secured wholly or partially by a lien or encumbrance on the Project or any part thereof, and the Borrower has no intention of undertaking any such borrowing. (w) The Borrower is financially responsible and fully capable and willing to fulfill its obligations under this Loan Agreement within the Borough meaning of Littlestown, Xxxxx County, Pennsylvania.Section 159.29(2)

Representations, Warranties and Covenants by the Borrower. The Borrower represents, warrants and covenants as follows: (a) The Borrower is a limited liability company Washington corporation duly organized, validly existing organized and in good standing under the laws of the State of Delaware, and is duly qualified to do transact business in that the State, is not in violation of any provision of its Articles of Incorporation or its Bylaws; has legal authority power to enter into and to perform and observe the covenants and agreements and covenants on its part contained in the Bond Documents to which it is a partythis Loan Agreement, the Placement Continuing Covenant Agreement, the Promissory Note, the Deed of Trust, the Security Agreement and the approval of the section of the Private Placement Memorandum entitled "The Borrower," Tax Regulatory Agreement; and by proper action has duly authorized the execution, delivery and performance of the Bond Documents to which it is a party. (b) The borrowing under the Note, the execution and delivery of this Loan Agreement, the Continuing Covenant Agreement, the Promissory Note, the Deed of Trust, the Security Agreement and the other Bond Documents to which it is a partyTax Regulatory Agreement. (b) None of the execution and delivery by the Borrower of this Loan Agreement, the Placement Continuing Covenant Agreement, the Promissory Note, the Deed of Trust, the Security Agreement and or the approval of the section of the Private Placement Memorandum entitled "The Borrower," Tax Regulatory Agreement, the consummation of the transactions contemplated hereby and or thereby, and or the fulfillment of or compliance with the terms and conditions hereof of this Loan Agreement, the Continuing Covenant Agreement, the Promissory Note, the Deed of Trust, the Security Agreement and thereof do not and will not violate, conflict the Tax Regulatory Agreement conflicts with or constitute results in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Borrower is now a party or by which it is bound or constitutes a default under any of the foregoing or require results in the creation or imposition of any consent prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Borrower under the terms of any instrument or agreement. (except for c) The total amount required to refinance the Project is hereby determined to be not less than $14,680,000, and the refinancing of such consents cost by the Issuer will assist the Borrower in maintaining jobs in its community. (d) The Project is described in Exhibit A hereto and approvals the Borrower shall not make any changes to the Project or to the operation of the Project which would affect the qualification of the Project under the Act until the principal of, premium, if any, and interest on the Series 2015 Bonds has been paid. The Borrower intends to own and operate, or cause to be operated, the Project. The Borrower shall own and operate or cause the operation of the Project as a facility described by the Act until the principal of, the premium, if any, and the interest on the Bonds shall have heretofore been paid. (e) The Borrower has title to the Project sufficient to carry out the purposes of this Loan Agreement. (f) To the knowledge of the Borrower, no member, officer or other official of the Issuer has any financial interest in the Borrower or in the transactions contemplated by this Loan Agreement. (g) All certificates, approvals, permits and authorizations with respect to the Project from the State, the federal government and other applicable local governmental agencies have been obtained. (h) pursuant The Project is consistent with any applicable local or regional planning. (i) Neither the Borrower nor, to the Operating Agreement best knowledge of the Borrower, any law other person has ever caused or regulation permitted any Hazardous Material to be placed, held, located or disposed of on, under or at the Property or any part thereof, except for cleaning and other products used in connection with the routine operation, maintenance or repair of the United States or Property, all in full compliance with Environmental Laws. The Borrower hereby warrants and represents that it has complied and, in the State future, will comply in all material respects with all applicable Environmental Laws with respect to the Property. The Property have not previously contained and does not contain any underground storage tanks other than in compliance with all applicable Environmental Laws and has never been used by the Borrower or, to the best knowledge of the Borrower, of by any other jurisdiction presently applicable person, as a temporary or permanent storage or disposal site for any Hazardous Material. The Borrower has delivered to the Issuer all environmental reports, studies, audits and other data and information, if any, in the possession or control of the Borrower relating to the Property. (j) As of the date of this Loan Agreement, there is no litigation, legal or governmental action, proceeding, inquiry or investigation pending or threatened by a Governmental Authority against the Borrower, any order of any court, regulatory body or arbitral tribunal or any agreement or instrument to which the Borrower is a party or of which any property of the Borrower is subject, which, if adversely determined, would materially adversely affect the operations or condition, financial or otherwise, of the Borrower; or would have a material adverse effect on the transactions contemplated by which it this Loan Agreement or any of its property is boundthe Indenture. (ck) The Borrower will cause the proceeds of the Bonds has made or caused to be applied made all filings with and has obtained, or will obtain on or before the date required therefor, all approvals and consents from all applicable local, state and federal governmental agencies having jurisdiction to the Project. (d) The descriptions of the Project extent, if any, which it is currently required to have or obtain under applicable laws and the Project Site are substantially the same in all material respects as those contained in the Issuer's application to the Department of Community and Economic Development of the State regulations in connection with the ProjectBond Documents to which the Borrower is a party. (el) The Borrower has operated acknowledges and presently expects accepts the conditions and obligations applicable to operate the Project as a manufacturing facility until Payment of Borrower contained in the BondsIndenture, and covenants that it will faithfully perform at all times any and all covenants, undertakings, stipulations and provisions applicable to the Borrower contained in the Indenture. (fm) The Project If applicable, the Borrower covenants to comply with any MSRB or EMMA disclosure requirements following the Issue Date. Promptly following receipt of notice from the Bank that the Borrower is a "project" within required to do so, the meaning Borrower shall post, or cause to be posted, the Indenture, Loan Agreement, bond counsel opinion, financing resolution of the ActIssuer and Continuing Covenant Agreement on EMMA. All pricing and certain other information contained therein, as directed by the Bank, shall be redacted prior to such posting. (gi) The Refinancing the Prior Bonds by the issuance of the Series 2015 Bonds will assist in promoting sound economic development or in maintaining employment in the area in which the Project is located wholly within to be located, or in an area reasonably accessible thereto, or in the Borough reduction of Littlestown, Xxxxx County, Pennsylvaniaunemployment or underemployment in such areas; and (ii) the Project site has not been acquired by the exercise of the power of eminent domain during the two years preceding the submission of the Project to the Issuer for consideration.