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200806452 (c) Heretofore, the Issuer and the Company did agree that the Issuer would finance the Project Costs. The Company has estimated that the Project Costs would not be less than $7,000,000. (d) The Issuer now agrees to provide such financing to pay the costs of acquiring, constructing, improving and equipping the Project by the issuance of the Bonds on the date of delivery of the Bonds to the Underwriter. (e) The execution and delivery of this Agreement, the Sublease, the Indenture and the Tax Regulatory Agreement by the Issuer do not, and consummation of the transactions contemplated hereby and thereby and fulfillment of the terms hereof or thereof 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. (f) The Issuer has not and will not pledge the amounts derived from this Agreement other than to secure the Bonds and will not mortgage or encumber the Project other than as provided herein and in the Indenture. (g) Nothing in this Agreement shall be construed to require the Issuer to operate the Project other than as lessor. (h) A private sale of the Bonds would be advantageous to the Issuer. Section 2.02. Representations by Company. The Company makes the following representations as the basis for the undertakings on its part herein contained: (a) The Company (i) is a limited liability company duly organized and in good standing in the State of Nebraska, (ii) is not in violation of any provision of its operating agreement, (iii) has full power to own its properties and conduct its business, (iv) has full legal right, power and authority to enter into this Agreement and consummate, or cause to be consummated, all transactions contemplated by this Agreement and (v) by proper action has duly authorized the execution and delivery of the Company Agreements. (b) Neither the execution and delivery of the Company Agreements, the consummation of the transactions contemplated thereby nor the fulfillment of or compliance with the terms and conditions of the Company Agreements conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Company is now a party or by which the Company is bound, or constitutes a default under any of the foregoing, or results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of the Company contrary to the terms of any instrument or agreement. (c) Except as may be disclosed in the Limited Offering Memorandum, there is no litigation or proceeding pending or, to the knowledge of the Company, threatened against the Company having a material adverse effect on the right of the Company to execute the Company Agreements, or, in its capacity as the Guarantor, the Guaranty, or 4834-8191-0786.7 21