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<br />200806452 <br /> <br />the ability of the Company to make the payments required hereunder or under the <br />Guaranty or to otherwise comply with the Company's obligations contained in the <br />Company Agreements or, in its capacity as the Guarantor, the Guaranty. <br /> <br />(d) The Project is of the type authorized and permitted by the Act, and the <br />estimated Project Costs are not less than $7,000,000. <br /> <br />(e) The proceeds of the Bonds will be used only for payment of Project Costs. <br /> <br />(f) The Company will operate the Project, and intends to operate the Project, <br />or cause the Project to be operated, as a "project," within the meaning of the Act, until the <br />date on which all of the Bonds have been fully paid and are no longer outstanding. <br /> <br />(g) No changes shall be made in the Project and no actions will be taken by <br />the Company which shall in any way affect the qualification of the Project as a "project" <br />under the Act or impair the exclusion of interest on any of the Bonds from gross income <br />for federal income tax purposes. <br /> <br />(h) Except as may be disclosed in the Limited Offering Memorandum, the <br />Project, as designed, complies with all presently applicable building and zoning <br />ordinances. <br /> <br />(i) The Project will not be moved during the Lease Term. <br /> <br />G) The Company has irrevocably assigned to the Trustee all payments to be <br />made to the account of the Company during the Lease Term under and pursuant to the <br />Biogas Agreement for deposit into the Lockbox Account of the Bond Fund and <br />application, in accordance with the Indenture, to the payment as and when due and <br />payable of the Rent Payments. <br /> <br />ARTICLE III <br /> <br />DEMISING CLAUSE <br /> <br />Section 3.01. Acquisition. The Company hereby transfers or agrees to cause to be <br />transferred, against payment therefor in accordance with Section 4.03(b) hereof, to the Issuer the <br />Project as set forth or to be set forth in Exhibit A heretofore acquired or to be acquired on behalf of <br />the Issuer, by bill of sale and special warranty deed free and clear of all liens, encumbrances, <br />claims and servitudes except Permitted Encumbrances. <br /> <br />Section 3.02. Lease of Project. The Issuer demises and leases to the Company, and the <br />Company leases from the Issuer, the Facility, including the Project, subject only to Permitted <br />Encumbrances, in accordance with the provisions of this Agreement, to have and to hold for the <br />Lease Term. <br /> <br />4834-8191-0786.7 <br /> <br />22 <br />