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200806452 "Unassigned Rights" shall mean the rights of the Issuer under Sections 6.02(b), 6.08, 7.03 and 8.03(a) of this Agreement and the right to receive notices hereunder. "Underwriter" shall mean the initial underwriter of the Bonds, B.C. Ziegler and Company d/b/a Ziegler Capital Markets. "Weighted Average Life to Maturity" shall mean, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness. Section 1.02. Article and Section Headings. The headings or titles of the several Articles and Sections of this Agreement, and the Table of Contents appended hereto, are solely for convenience of reference and shall not affect the meaning or construction of the provisions hereof. Section 1.03. Interpretation. The singular form of any word used herein shall include the plural, and vice versa, if applicable. The use of a word of any gender shall include all genders, if applicable. This Agreement and all of the terms and provisions hereof shall be construed so as to effectuate the purposes contemplated hereby and to sustain the validity hereof. All references to any Person or entity defined in Section 1.01 shall be deemed to include any Person or entity succeeding to the rights, duties and obligations of such Person or entity. Unless otherwise specified herein, all references to specific times shall be deemed to refer to New York time. ARTICLE II REPRESENT A TIONS Section 2.01. Representations by Issuer. The Issuer makes the following representations as the basis for the undertakings on its part herein contained: (a) The Issuer is a political subdivision duly organized and existing under the laws of the State. Under the provisions of the Act and the Constitution of the State, the Issuer is authorized to enter into the transactions contemplated by this Agreement and the Indenture and to carry out its obligations hereunder and thereunder. The Issuer has been duly authorized to execute and deliver this Agreement and the Indenture. (b) The Project is located on the Project Site. The Issuer has a leasehold interest in the Project site and has ownership of the Project, proposes to provide funds for the construction of the Project and has by this Agreement leased the Project to the Company as hereinafter provided. It is understood by the parties hereto that the Issuer shall have all right, title and interest in the Project until purchased by the Company as provided in this Agreement. 4834-8191-0786.7 20