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85-= . 046359 <br />�> (g) The Project will at all times during the Lease <br />Term be located within the Issuer's corporate <br />boundaries. <br />(h) No member of the Governing Body of the Issuer <br />nor any other officer of the Issuer, who voted or acted <br />in any manner in connection with the issuance of the <br />Bonds, has any interest, financial, employment or other, <br />in the Company or in the transactions contemplated by <br />this Agreement or by the Indenture, except as permitted <br />by the Act or other applicable law. <br />Section 2.2. Representations, Covenants and Warranties of <br />Company. Company represents, covenants and warrants as follows: <br />(a) Company is a corporation organized under the <br />laws of the State of Iowa, and is in good standing in <br />the State of Nebraska and all other states and <br />jurisdictions wherein the nature of its business or the <br />nature of the property owned by or leased by it makes <br />such licensing or qualification necessary. Company is <br />not in violation of any provision of its Articles of <br />Incorporation, as amended, or its By -Laws or any <br />corporate restriction, has power to enter into this <br />Agreement, and has duly authorized the execution and <br />delivery of this Agreement by proper corporate action. <br />(b) Company agrees that at all times during the <br />Lease Term it will maintain its corporate existence as a <br />corporation qualified and authorized to do business in <br />the State, will not dissolve nor dispose of all or <br />substantially all of its assets nor consolidate with nor <br />merge into another corporation nor permit another <br />corporation to consolidate with or merge into it, unless <br />(i) the acquiring, resulting or surviving corporation <br />assumes all of the obligations of Company under this <br />Agreement, (ii) the resulting or surviving corporation <br />has a net worth at least equal to 95% of that of Company <br />immediately prior to such acquisition, disposition, <br />merger or consolidation, (iii) the acquiring, resulting <br />or surviving corporation is a corporation duly qualified <br />and authorized to conduct business in the State, and <br />(iv) such dissolution, disposition, merger or <br />consolidation does not, in the opinion of recognized <br />bond counsel, affect the tax - exempt status of interest <br />on any of the Bonds. <br />-10- <br />u <br />I <br />E A <br />