Common use of Representations of the Issuer Clause in Contracts

Representations of the Issuer. The Issuer represents and warrant to the Purchaser as follows: (a) The Issuer has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Issuer and constitutes the legal and binding agreement of the Issuer, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally or general principles of equity. (b) The Issuer has all requisite corporate power and authority to enter into the Indenture to perform its obligations thereunder and to consummate the transactions contemplated thereby. The Indenture has been duly authorized by the Issuer and constitutes a legal and binding agreements of the Issuer, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally or general principles of equity. (c) The execution, delivery and performance by the Issuer of this Agreement and the Indenture, as applicable, and the consummation of the transactions contemplated hereby and thereby, do not as of the date hereof and/or will not as of the Closing Date (as applicable) (i) violate the certificate of incorporation or bylaws of the Issuer, (ii) violate any material agreement to which the Issuer is a party or by which the Issuer, or any of its subsidiaries, properties or assets is bound, or (iii) violate any law, rule, regulation, judgment, injunction, order or decree applicable to the Issuer. (d) Assuming the accuracy of the representations of the Purchaser made in this Agreement, the issuance of the Additional Notes on the Closing Date will be exempt from registration under the Securities Act, as amended by virtue of the exemption contained in Section 4(a)(2) thereof.

Representations of the Issuer. The Issuer represents makes the following representations, covenants and warrant to warranties as the Purchaser as followsbasis for the undertakings on the part of the Borrower contained herein: (a) The Issuer is a duly organized and validly existing public instrumentality of the State and a public body corporate and politic. (b) The Issuer has all requisite corporate the power and authority to enter into this Agreement, Agreement and the Indenture and to perform and observe the agreements and covenants on its obligations hereunder part contained herein and in the Indenture, including without limitation the power to consummate issue and sell the Bonds as contemplated herein and in the Indenture, and by proper corporate action has duly authorized the execution and delivery hereof. (c) The execution and delivery of this Agreement and the Indenture by the Issuer do not, and consummation of the transactions contemplated hereby. This Agreement hereby and fulfillment of the terms hereof by the Issuer will not, result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is now a party or by which it is now bound. (d) The Issuer has been duly authorized, executed and delivered this Agreement and the Indenture, and assuming due authorization, execution and delivery by the Issuer and constitutes the legal other parties thereto, such documents will constitute valid and binding agreement obligations of the Issuer, Issuer enforceable against it in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar reorganization, moratorium and other laws affecting the enforcement of creditors’ ' rights generally or and to the exercise of judicial discretion in accordance with general principles of equity. (b) equitable principles. The Issuer has all requisite corporate power and authority to enter into the Indenture to perform its obligations thereunder and to consummate the transactions contemplated thereby. The Indenture has been duly authorized by the Issuer and constitutes a legal and binding agreements issuance of the IssuerBonds. When executed, enforceable against it authenticated and delivered in accordance with its the Indenture, the Bonds will constitute valid and binding special obligations of the Issuer enforceable in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar reorganization, moratorium and other laws affecting the enforcement of creditors’ ' rights generally or and to the exercise of judicial discretion in accordance with general principles of equityequitable principles. (ce) The execution, delivery Issuer has not previously pledged and performance by covenants that it will not in the Issuer of future pledge the amounts derived from this Agreement and other than to secure the Indenture, as applicable, and the consummation of the transactions contemplated hereby and thereby, do not as of the date hereof and/or will not as of the Closing Date (as applicable) (i) violate the certificate of incorporation or bylaws of the Issuer, (ii) violate any material agreement to which the Issuer is a party or by which the Issuer, or any of its subsidiaries, properties or assets is bound, or (iii) violate any law, rule, regulation, judgment, injunction, order or decree applicable to the IssuerBonds. (d) Assuming the accuracy of the representations of the Purchaser made in this Agreement, the issuance of the Additional Notes on the Closing Date will be exempt from registration under the Securities Act, as amended by virtue of the exemption contained in Section 4(a)(2) thereof.

Representations of the Issuer. The Issuer represents and warrant to makes the Purchaser following representations as followsthe basis for the undertakings on the part of the Company herein contained: (a) The Issuer has all requisite corporate power is a municipal corporation duly organized and authority to enter into this Agreement, to perform its obligations hereunder validly existing under the Constitution and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Issuer and constitutes the legal and binding agreement laws of the Issuer, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally or general principles of equityState. (b) The Issuer has all requisite corporate power and authority to enter into In authorizing the Indenture to perform its obligations thereunder and to consummate the transactions contemplated thereby. The Indenture has been duly authorized by the Issuer and constitutes a legal and binding agreements issuance of the Bonds to refund the Refunded Bonds the Issuer's purpose is, enforceable against it and in accordance with its termsjudgment the effect thereof will be, except to promote the public welfare by: the retention, encouragement and development of economically sound industry and commerce so as enforceability may be limited by bankruptcyto prevent the emergence of or rehabilitate, insolvencyso far as possible, reorganization or similar laws affecting blighted and marginal lands and areas of chronic unemployment; the enforcement development of creditors’ rights generally or general principles industry to use the available resources of equitythe community, in order to retain the benefit of the community's existing investment in educational and public service facilities; and halting the movement of talented, educated personnel of mature age to other areas and thus preserving the economic and human resources needed as a base for providing governmental services and facilities. (c) The executionrefunding of the Refunded Bonds, the issuance and sale of the Bonds, the execution and delivery and performance by the Issuer of this Agreement and the Indenture, and the performance of all covenants and agreements of the Issuer contained in this Agreement and the Indenture, and of all other acts and things required under the Constitution and laws of the State to make this Agreement and the Indenture valid and binding special, limited obligations of the Issuer in accordance with their terms, are authorized by the Act and have been duly authorized by resolutions of the governing body of the Issuer adopted at meetings thereof duly called and held by the affirmative vote of not less than a majority of its members. (d) To refund the Refunded Bonds, and in anticipation of the collection of the payments to be made by the Company pursuant to the First Mortgage Bonds and this Agreement, the Issuer has duly authorized the Series 2004 Bonds in the aggregate principal amount of $111,000,000, to be issued upon the terms set forth in the Indenture, under the provisions of which certain of the Issuer's interests in this Agreement and the payments due hereunder are, as applicableprovided by the Act, pledged and a security interest therein granted to the Trustee as security for the payment of the principal of, premium, if any, and interest on the Bonds. (e) The execution and delivery of this Agreement and the other agreements contemplated hereby to which the Issuer is a party, including without limitation the Indenture, and the consummation of the transactions contemplated hereby and thereby, and the fulfillment of the terms hereof and thereof, do not as and will not conflict with, or constitute on the part of the date hereof and/or will not as Issuer a breach of the Closing Date (as applicable) or a default under, any existing (i) violate the certificate of incorporation law, or bylaws of the Issuer, (ii) violate any material agreement other legislative act, constitution or other proceeding establishing or relating to the establishment of the Issuer or its affairs or its resolutions, or (iii) agreement, indenture, mortgage, lease or other instrument to which the Issuer is subject or is a party or by which it is bound. (f) No officer of the Issuer who is authorized to take part in any manner in making this Agreement or the Indenture or any contract contemplated hereby or thereby has a personal financial interest in or has personally and financially benefited from this Agreement or the Indenture or any such contract. (g) There is not pending or, to the best knowledge of the Issuer, threatened any suit, action or proceeding against or affecting the Issuer before or by any court, arbitrator, administrative agency or other governmental authority which materially and adversely affects the validity, as to the Issuer, of this Agreement or the Indenture, any of its obligations hereunder or thereunder or any of its subsidiaries, properties the transactions contemplated hereby or assets is bound, or (iii) violate any law, rule, regulation, judgment, injunction, order or decree applicable to the Issuerthereby. (d) Assuming the accuracy of the representations of the Purchaser made in this Agreement, the issuance of the Additional Notes on the Closing Date will be exempt from registration under the Securities Act, as amended by virtue of the exemption contained in Section 4(a)(2) thereof.

Representations of the Issuer. The Issuer represents and warrant to the Purchaser as followsthat: (a) A. The Issuer is a political subdivision of the Commonwealth validly created and existing under Chapter 67C of the Kentucky Revised Statutes; and has all requisite corporate full power and authority under the IRB Act to adopt the Bond Ordinance, to enter into this Agreement, and to perform its obligations hereunder under the Issuer Documents; and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, when executed and delivered by the respective parties thereto, the Issuer and constitutes Documents will constitute the legal legal, valid, and binding agreement obligations of the Issuer, Issuer enforceable against it in accordance with its their respective terms, except as enforceability the enforcement thereof may be limited by bankruptcy, insolvency, reorganization reorganization, arrangement, fraudulent conveyance, moratorium, and other laws relating to or similar laws affecting the enforcement of creditors’ rights generally or general principles rights, by the application of equityequitable principles, by the exercise of judicial discretion in appropriate cases and by the limitation on legal remedies against governmental units of the Commonwealth of Kentucky. (b) The B. By official action of the Issuer before or concurrently herewith, the Issuer has all requisite corporate power authorized and authority to enter into approved the Indenture to perform its obligations thereunder execution and to consummate delivery of the Series 2022A Bonds and the Issuer Documents and the consummation by the Issuer of the transactions contemplated thereby. The Indenture has been duly authorized by . C. To the Issuer and constitutes a legal and binding agreements knowledge of the Issuer, enforceable there is no action, suit, proceeding, inquiry, or investigation, at law or in equity, before or by any court, governmental agency, public board, or body, pending against it the Issuer seeking to restrain or enjoin the sale or issuance of the Series 2022A Bonds, or in accordance with its termsany way contesting or affecting any proceedings of the Issuer taken concerning the sale thereof, except as the pledge or application of any moneys or security provided for the payment of the Series 2022A Bonds, in any way contesting the validity or enforceability may be limited by bankruptcyof the Series 2022A Bonds and the Issuer Documents or contesting in any way the existence or powers of the Issuer relating to the authorization, insolvencyissuance, reorganization or similar laws affecting and sale of the enforcement of creditors’ rights generally or general principles of equitySeries 2022A Bonds. (c) D. The execution, execution and delivery and performance by the Issuer of this Agreement the Issuer Documents and compliance with the Indenture, as applicable, provisions on the Issuer’s part contained therein and the consummation of the transactions contemplated hereby and thereby, do not as of the date hereof and/or herein will not as of the Closing Date (as applicable) neither (i) violate the certificate conflict with or constitute a material breach of incorporation or bylaws of the Issuerdefault under any law, (ii) violate any material agreement administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement, or other instrument to which the Issuer is a party or by which is otherwise subject, nor (ii) result in the Issuercreation or imposition of any lien, charge, or other security interest or encumbrance of any nature whatsoever upon any of its subsidiaries, the properties or assets is bound, or (iii) violate of the Issuer under the terms of any such law, rule, administrative regulation, judgment, injunctiondecree, order loan agreement, indenture, bond, note, resolution, agreement, or decree applicable to other instrument, except as provided by the IssuerIssuer Documents. (d) Assuming the accuracy of the representations of the Purchaser made in this Agreement, the issuance of the Additional Notes on the Closing Date will be exempt from registration under the Securities Act, as amended by virtue of the exemption contained in Section 4(a)(2) thereof.

Representations of the Issuer. The Issuer represents and warrant to the Purchaser as followsCompany, the Placement Agent and the Remarketing Agent: (a) The Each of the representations of the Issuer has all requisite corporate power contained in the Loan Agreement and authority in the Indenture are true and correct on and as of the date hereof and are hereby made to enter into the Placement Agent and the Remarketing Agent, as if set forth this Agreement; (b) All actions required on the part of the Issuer for the issuance of the Bonds and the execution and delivery of, to perform and the performance of its obligations hereunder under, this Agreement and to consummate under the transactions contemplated hereby. This Loan Agreement, the Indenture and the Bonds have been duly and effectively taken; this Agreement has been duly authorized, executed and delivered and, assuming the due authorization, execution and delivery by the Issuer other parties thereto is a valid, binding and constitutes the legal and binding enforceable agreement of the Issuer, enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization insolvency or similar laws affecting the enforcement of creditors’ ' rights generally or general principles of equity. (b) The Issuer has all requisite corporate power generally; and authority to enter into the Indenture to perform its obligations thereunder and to consummate the transactions contemplated thereby. The Indenture has Bonds have been duly authorized by authorized, executed, issued and delivered, and in the Issuer and constitutes a legal hands of the owners thereof constitute, legal, valid and binding agreements special limited obligations of the Issuer, enforceable against it the Issuer in accordance with its their respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization insolvency or similar laws affecting the enforcement of creditors’ ' rights generally or general principles of equity.generally; (c) To the best knowledge of the Issuer, there is no action, suit, proceeding or investigation pending before or by any court, board or body or other governmental authority, or threatened against or affecting the Issuer, or any basis therefor, to restrain or enjoin the issuance or delivery of the Bonds or the collection, application or pledge of the revenues pledged under the Indenture for the Bonds or in any way contesting or affecting the authority for the issuance of the Bonds or the validity or enforceability of the Bonds, the Loan Agreement, the Indenture or this Agreement or the power of the Issuer to execute and deliver such documents or to consummate the transactions contemplated therein or the existence or powers of the Issuer or the titles of its officers to their respective offices, or wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated hereby and in the Indenture or the Loan Agreement, or which in any way would materially adversely affect the validity of the Bonds, the Indenture, the resolutions adopted in connection with the issuance of the Bonds, the Loan Agreement or this Agreement, nor to the best knowledge and belief of the Issuer is there any basis therefor; (d) The execution, delivery and performance by the Issuer of this Agreement Agreement, the Loan Agreement, the Indenture and the IndentureBonds do not and will not violate any order, as applicableinjunction, ruling or decree by which the Issuer is bound, and the consummation of the transactions contemplated hereby and thereby, do not as of the date hereof and/or and will not as constitute a breach of the Closing Date (as applicable) (i) violate the certificate of incorporation or bylaws of the Issuera default under any agreement, (ii) violate any material agreement indenture, mortgage, lease, note or other obligation, instrument or arrangement to which the Issuer is a party or by which the Issuer, Issuer or any of its subsidiaries, properties or assets property is bound, or (iii) violate contravene or constitute a violation of any lawfederal or State constitutional or statutory provision, rulerule or regulation to which the Issuer or any of its property is subject, regulationand no approval or other action by, judgmentor filing or registration with, injunctionany governmental authority or agency is required in connection therewith that has not been obtained or accomplished, order other than any filings, registrations or decree applicable consents that may be required pursuant to the Issuer. (d) Assuming the accuracy of the representations of the Purchaser made in this Agreement, the issuance of the Additional Notes on the Closing Date will be exempt from registration under the Securities Act, as amended by virtue of the exemption contained in Section 4(a)(2) thereof.any federal or State securities laws; and

Representations of the Issuer. The Issuer represents makes the following representations, all of which will survive the purchase and warrant offering of the Bonds. a. The Issuer is a public corporation organized and existing under the laws of the State. b. The Issuer is authorized by the provisions of the Act to issue the Bonds, to loan the proceeds of the Bonds to the Purchaser Company pursuant to the Loan Agreement to be used for the financing, from time to time, of the Project, to pledge and assign the Loan Agreement, the Series 2004 Note and the payments to be received by the Issuer pursuant thereto and the funds established pursuant to the Indenture and investment earnings and amounts therein as follows:security for the payment of the principal of, premium, if any, and interest on the Bonds, all pursuant to the Indenture. (a) c. The Issuer has complied with all requisite corporate provisions of the Constitution and the laws of the State pertaining to the issuance and sale of the Bonds, including the Act, and has full power and authority to enter into authorize and thereafter consummate all transactions contemplated by this Contract, the Bonds, the Indenture, the Loan Agreement and any and all other agreements relating thereto. d. The Issuer has duly adopted the Resolution and has duly authorized the execution and delivery of this Contract, the Loan Agreement and the Indenture to the Trustee and the issuance and sale of the Bonds, and has taken all actions and obtained all approvals necessary and appropriate to carry out same. e. The Issuer has duly authorized all necessary actions to be taken by the Issuer for (i) the issuance and sale of the Bonds upon the terms set forth herein and in the Indenture, (ii) the execution, delivery, receipt and due performance of this Contract, the Bonds, the Indenture, the Loan Agreement, and any and all other agreements and documents as may be required to perform its obligations hereunder be executed, delivered and received by the Issuer in order to carry out, give effect to and consummate the transaction contemplated hereby and by the issuance and sale of the Bonds and (iii) the carrying out, giving effect to, and consummation of the transactions contemplated hereby, by the Indenture and by the issuance and sale of the Bonds. This Executed counterparts of the Loan Agreement has been duly authorized, executed and the Indenture will be delivered to the Purchaser by the Issuer and constitutes on the legal and binding agreement Initial Closing Date (as hereinafter defined). f. To the best of the Issuer's knowledge, enforceable there is no action, suit, proceeding, inquiry, investigation at law or in equity or before or by any court, public board or body pending or threatened against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally Issuer (or general principles of equity. (b) The Issuer has all requisite corporate power and authority to enter into the Indenture to perform its obligations thereunder and to consummate any basis therefor), wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated thereby. The Indenture has been duly authorized hereby or by the Issuer issuance and constitutes a legal and binding agreements sale of the IssuerBonds or the validity of the Bonds, enforceable against it the Indenture, the Loan Agreement, this Contract, or any agreement or instrument to which the Issuer is or is expected to be a party and which is used or contemplated for use in accordance with its terms, except as enforceability may be limited the consummation of the transaction contemplated hereby or by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement issuance and sale of creditors’ rights generally or general principles of equitythe Bonds. (c) g. The execution, execution and delivery and performance by the Issuer of this Agreement and Contract, the Bonds, the Indenture, as applicablethe Loan Agreement, and other agreements contemplated hereby or by the consummation issuance and sale of the transactions contemplated hereby Bonds and thereby, do not as of compliance with the date hereof and/or provisions thereof will not as of conflict with or constitute, on the Closing Date (as applicable) (i) violate the certificate of incorporation or bylaws part of the Issuer, (ii) violate a breach of or a default under any material agreement existing law, court or administrative regulation, decree or order or any agreement, indenture, mortgage, lease or other instrument to which the Issuer is a party subject or by which the Issuer, Issuer is or may be bound. h. Any certificate signed by any of its subsidiaries, properties or assets is bound, or (iii) violate any law, rule, regulation, judgment, injunction, order or decree applicable the Issuer's authorized officers and delivered to the Issuer. (d) Assuming Purchaser shall be deemed a representation and warranty by the accuracy of the representations of Issuer to the Purchaser as to the statements made in this Agreement, the issuance of the Additional Notes on the Closing Date will be exempt from registration under the Securities Act, as amended by virtue of the exemption contained in Section 4(a)(2) thereoftherein.

Representations of the Issuer. The Issuer represents and warrant to the Purchaser as follows: (a) The shares of Stock being issued hereunder will be free and clear of any liens, encumbrances, or claims of any kind whatsoever, and Issuer has all requisite corporate power warrants free, clear and authority marketable title to enter into this Agreementsaid shares to the Purchaser, subject to perform its obligations hereunder and to consummate said shares being restricted under the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Issuer and constitutes the legal and binding agreement of the Issuer, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally or general principles of equitysecurities laws. (b) The Issuer has all requisite corporate power and authority to enter no knowledge of any restrictions by contract, operation of law or otherwise prohibiting this sale or the transfer of these shares into the Indenture to perform its obligations thereunder and to consummate the transactions contemplated thereby. The Indenture has been duly authorized by the Issuer and constitutes a legal and binding agreements name of the IssuerPurchaser, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar subject only to the provision of the securities laws affecting the enforcement of creditors’ rights generally or general principles of equitygoverning restricted stock. (c) There have been no changes in the capital structure of Company including outstanding shares, options, warrants or related matters since the March 31, 1997, financial statements which have been provided to Purchaser. There also have been no material items of expense or income incurred or accrued since such date. (d) The executionIssuer has been duly organized, is validly existing and is in good standing under the laws of the State of Florida. (e) The Issuer is, to the best of Issuer's knowledge and belief, in compliance in all material respects with all applicable laws and regulations of Federal, State and local government agencies having jurisdiction over it. (f) The Issuer's articles of incorporation specifically exclude Issuer from the Control Share Acquisition Provisions contained in Section 607.0902 of the Corporation Law of Florida or Issuer is otherwise excepted from said provisions such that the issuance of these shares to Purchaser as contemplated by this agreement will not be affected by such provisions and Purchaser shall have the full unaffected right to vote all shares purchased hereunder. (g) The Stock will be duly authorized, validly issued, fully paid and non-assessable and the delivery to Purchaser of the Stock pursuant to the provisions of this Agreement will constitute valid title in said stock, free and performance by the Issuer clear of all liens, encumbrances, restrictions, claims and commitments of every kind. (h) The execution and delivery of this Agreement and the Indenture, as applicable, and the consummation Stock does not violate any provision of the transactions contemplated hereby and therebylaw applicable to the Issuer or conflict with or result in a breach or termination of any provision of, do not as or constitute a default, or will result in the creation of any lien, charge or encumbrance upon any of the date hereof and/or will not as property or assets of the Closing Date (as applicable) (i) violate the certificate Issuer pursuant to or under any corporate charter, by-laws, mortgage, deed of incorporation trust, indenture or bylaws other agreement or instrument, or any order, judgment, decree, statute, regulation or any other restriction of the Issuer, (ii) violate any material agreement kind or character to which the Issuer is a party or by which the Issuer, or any of its subsidiariesthe assets of the Issuer may be bound with or without the giving of notice, properties the passage of time or assets is boundboth, or except with respect to applicable laws affecting creditors' rights. (iiii) violate any law, rule, regulation, judgment, injunction, order or decree applicable Subsequent to the execution of this agreement and prior to the appointment of Purchaser as sole officer and director, Issuer will ensure that no person takes any action on behalf of Issuer except as contemplated herein. (j) Issuer will have caused all corporate action necessary to appoint Purchaser as the sole officer and director of Issuer to be taken and upon such action Purchaser will be the sole officer and director of Issuer with all necessary authority to act on behalf of Issuer. (dk) Assuming Issuer has taken all corporate action necessary to issue the accuracy subject shares of stock to Purchaser. (l) Issuer shall turn all books and records of Issuer to Purchaser upon the representations of the Purchaser made in this Agreement, the issuance of the Additional Notes on the Closing Date will be exempt from registration under the Securities Act, as amended by virtue of the exemption contained in Section 4(a)(2) thereofexecution hereof.

Representations of the Issuer. The Issuer represents and warrant to makes the Purchaser as followsfollowing representations: (a) The Issuer has all requisite corporate is an agency duly organized and existing under the laws of the State of Minnesota, with full power and authority to enter into this act on behalf of the State of Minnesota (within the meaning of Rev. Rul. 63-20) to adopt the General Bond Resolution, the Lot Bond Resolution and the General Guaranty Fund Resolution, to issue the Bonds, to pledge the loan repayments and other sums to be received pursuant to the Loan Agreement and to conduct its corporate purposes as described in the Official Statement. The Issuer has full power and authority to execute and deliver the Loan Agreement, to perform its obligations hereunder the General Guaranty Fund Pledge and Escrow Agreement and this Bond Purchase Agreement and to consummate carry out the transactions contemplated hereby. terms thereof and hereof. (b) This Bond Purchase Agreement has been duly and validly authorized. This Bond Purchase Agreement, when executed and delivered by delivered, will be in full force and effect and is a legal, valid, binding and enforceable obligation of the Issuer and constitutes the legal and binding agreement of the Issuer, enforceable against it in accordance with its terms. The General Guaranty Fund Pledge and Escrow Agreement, the Loan Agreement, and the Bonds, when executed and delivered, shall have been duly and validly authorized, executed and delivered, shall be in full force and effect and shall be legal, valid, binding and enforceable obligations of the Issuer in accordance with their terms, respectively, except as enforceability may be to the extent limited by any future proceedings under bankruptcy, insolvencyreorganization, reorganization or similar other laws of general application relating to or affecting the enforcement of creditors’ rights generally or general principles of equity. (b) The Issuer has all requisite corporate power and authority to enter into the Indenture to perform its obligations thereunder and to consummate the transactions contemplated thereby. The Indenture has been duly authorized by the Issuer and constitutes a legal and binding agreements of the Issuer, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally or general principles of equity' rights. (c) The execution, delivery and performance by the Issuer of this Agreement and the Indenture, as applicable, and the consummation of the transactions contemplated hereby by the Loan Agreement, the Official Statement and thereby, do not as this Bond Purchase Agreement and the carrying out of the date terms thereof and hereof and/or will shall not as result in the violation of the Closing Date (as applicable) (i) violate the certificate any provision of incorporation or bylaws of the Issuer, (ii) violate restriction contained in any material agreement to which the Issuer is a party or by which the Issuer, or any of its subsidiaries, properties or assets it is bound; provided, or (iii) violate any lawhowever, rule, regulation, judgment, injunction, order or decree applicable that the representations in this paragraph shall not apply to the Issuerqualification of the Bonds under state or federal securities or Blue Sky laws or the law of any jurisdiction outside the United States. (d) Assuming To the accuracy best knowledge of the representations of Issuer there is no action, suit, proceeding or investigation, at law or in equity, before or by any court, public board or body, pending or threatened against or affecting the Purchaser made in this Issuer wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by the Loan Agreement, the issuance Official Statement and this Bond Purchase Agreement. (c) Any certificate signed by any official of the Additional Notes Issuer and delivered to the Underwriters on or prior to the Closing Date will shall be exempt from registration under deemed a representation by the Securities Act, Issuer to the Underwriters as amended by virtue to the truth of the exemption contained in Section 4(a)(2) thereofstatements therein contained.

Representations of the Issuer. The Issuer represents and warrant to the Purchaser as follows: (a) The Issuer has all requisite corporate been duly created and organized pursuant to and in accordance with the provisions of Article 4, Title 29, Sections 501, et seq., Colorado Revised Statutes, as amended. (b) The Issuer has lawful power and authority under the laws of the State, including, without limitation, the Act and the Supplemental Act, acting through its governing body, to enter into the transactions contemplated by this Agreement and to carry out its obligations hereunder, including but not limited to lending the proceeds of the sale of the Bonds to the Borrower to finance the Project, and to enter into and perform its obligations under this Agreement, to perform the Regulatory Agreement and the Bonds. (c) The Issuer has duly adopted the Resolution, and the Resolution has not been terminated, rescinded, canceled, revoked, vacated, amended, supplemented or otherwise modified since the date of its obligations hereunder adoption and to consummate the transactions contemplated hereby. This Agreement is and has been since the date of its adoption in full force and effect. (d) Pursuant to the Resolution, the Issuer hereby finds that the financing of the Project is in the public interest and will fulfill the purpose of financing and refinancing one or more projects which provide dwelling accommodations to persons, without regard to income, as long as the project substantially benefits persons of low income as determined by the Issuer. (e) The Issuer has duly authorizedauthorized the execution and delivery of this Agreement, the Bonds, and the Regulatory Agreement, has duly executed and delivered this Agreement, the Bonds and the Regulatory Agreement, and, assuming due authorization, execution and delivery by the Issuer other parties thereto, this Agreement, the Bonds and constitutes the Regulatory Agreement are the valid, legal and binding agreement obligations of the Issuer, Issuer enforceable against it in accordance with its terms, their terms except as enforceability enforcement may be limited by bankruptcy, insolvency, reorganization or reorganization, moratorium and other similar laws of general applicability affecting the enforcement of creditors’ rights generally or and to general principles of equityequity and judicial discretion. (bf) The Issuer has all requisite corporate power and authority to enter into the Indenture to perform its obligations thereunder and to consummate the transactions contemplated thereby. The Indenture has been duly authorized by the Issuer and constitutes a legal and binding agreements of To the Issuer’s knowledge, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally or general principles of equity. (c) The execution, delivery and performance by the Issuer of this Agreement and the Indenture, as applicable, and the consummation of the transactions on the part of the Issuer contemplated hereby in this Agreement and therebythe compliance by the Issuer with the terms, conditions and provisions of this Agreement, the Bonds and the Regulatory Agreement do not as conflict with, or constitute on the part of the date hereof and/or will not as Issuer a violation of, breach of the Closing Date (as applicable) or default under (i) violate the certificate of incorporation or bylaws of the Issuer, Act; (ii) violate any material order, rule or regulation applicable to the Issuer; (iii) any agreement or instrument to which the Issuer is a party or by which the Issuer, or any of its subsidiaries, properties or assets Issuer is bound, ; or (iiiiv) violate any law, rule, regulation, judgment, injunction, court order or consent decree applicable to which the IssuerIssuer is subject. (dg) Assuming To the accuracy Issuer’s knowledge, no litigation at law or in equity or administrative action of any nature has been served on the Issuer and is now pending which materially adversely affects (i) the authority of the representations Issuer to accept or perform the duties and obligations of the Purchaser made in Issuer under this Agreement, the issuance of Bonds and the Additional Notes on the Closing Date will be exempt from registration under the Securities Act, as amended by virtue of the exemption contained in Section 4(a)(2) thereof.Regulatory Agreement;

Representations of the Issuer. The Issuer represents and warrant to makes the Purchaser as followsfollowing representations, all of which will survive the Closing: (a) The Issuer has all requisite corporate power is a political subdivision duly organized and authority existing under the laws of the State of Nebraska. Under the provisions of the Nebraska Industrial Development Act, Chapter 13, Article II Reissue Revised Statutes of Nebraska, 1997, as amended (the “Act”) and the Constitution of the State of Nebraska, the Issuer is authorized to enter into the transactions contemplated by this Bond Purchase Agreement, the Lease Agreement, the Sublease (as defined in the Lease Agreement), the Indenture and the Tax Regulatory Agreement among the Issuer and the Company dated as of June 1, 2008 (the “Tax Regulatory Agreement”) and to perform carry out its obligations hereunder and to consummate thereunder. The Issuer has complied in all respects with, and the issuance of the Bonds pursuant to, and the consummation of the other transactions contemplated herebyby, this Bond Purchase Agreement, the Indenture, the Lease Agreement, the Sublease and the Tax Regulatory Agreement in accordance with the terms thereof, will comply in all respects with, the Constitution and laws of the State of Nebraska and particularly the Act. (b) The information about the Issuer contained in the Limited Offering Memorandum under the heading “THE ISSUER” is true, correct and complete and does not contain any untrue statement of a material fact and does not omit and will not omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Issuer has authorized the delivery of the Limited Offering Memorandum and approves and consents to the use of the information about the Issuer under the heading “THE ISSUER” therein by the Underwriter. (c) The Issuer has duly adopted the Ordinance and has duly authorized the execution and delivery of the Lease Agreement, the Sublease, the Indenture and the Tax Regulatory Agreement and the performance of its obligations thereunder, the issuance and sale of the Bonds, and all actions necessary or appropriate to carry out the same. (d) This Bond Purchase Agreement has been duly authorized, executed and delivered by the Issuer and constitutes the legal a legal, valid and binding agreement obligation of the Issuer, Issuer and is enforceable against it the Issuer in accordance with its terms, subject to general principles of equity and except as enforceability may be limited by bankruptcy, insolvency, reorganization insolvency or similar other laws affecting the enforcement of creditors’ rights generally or general principles of equity. (b) in general. The Issuer has all requisite corporate power and authority to enter into Lease Agreement, the Sublease, the Bonds, the Indenture to perform its obligations thereunder and to consummate the transactions contemplated thereby. The Indenture has been duly authorized Tax Regulatory Agreement, when executed and delivered by the Issuer and constitutes a legal Issuer, will constitute legal, valid and binding agreements obligations of the Issuer, enforceable against it the Issuer in accordance with its their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar subject to general principles of equity and federal and state laws affecting the enforcement of creditors’ rights generally or general principles of equitygenerally. (ce) There is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body pending or, to the knowledge of the Issuer, threatened against or affecting the Issuer wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or by the Limited Offering Memorandum or the validity or the enforceability of the Bonds, the Lease Agreement, the Sublease, the Indenture, the Tax Regulatory Agreement or this Bond Purchase Agreement. (f) The execution, execution and delivery and performance by the Issuer of this Agreement and the Bonds, the Lease Agreement, the Sublease, the Indenture, as applicable, the Tax Regulatory Agreement and this Bond Purchase Agreement and compliance by the consummation of Issuer with the transactions contemplated hereby and thereby, do not as of the date hereof and/or provisions thereof will not as conflict with or constitute on the part of the Closing Date (as applicable) (i) violate the certificate Issuer a breach of incorporation or bylaws of the Issuera default under any existing law, (ii) violate court or administrative regulation, decree or order or any material agreement agreement, indenture, mortgage, lease or other instrument to which the Issuer is a party subject or by which the Issuer, Issuer is or any of its subsidiaries, properties or assets is may be bound, or (iii) violate any law, rule, regulation, judgment, injunction, order or decree applicable to the Issuer. (d) Assuming the accuracy of the representations of the Purchaser made in this Agreement, the issuance of the Additional Notes on the Closing Date will be exempt from registration under the Securities Act, as amended by virtue of the exemption contained in Section 4(a)(2) thereof.