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200906255 ARTICLE I GRANTING OF EASEMENT AND GRANTING OF LEASEHOLD Section 1.1 (a) Lessee hereby covenants and warrants that it has full right, title and authority to grant the license and easement rights granted in this Section 1.1(a) and further covenants and warrants that it will defend such rights in Lessor against the claims of all persons whomsoever. Lessee (as easement grantor) hereby grants to Lessor (in the separate capacity or easement grantee) a license and easement with respect to the tracts of real estate located in the City of Grand Island, Hall County, Nebraska, which are described as the Site for the Project on Exhibit A hereto attached and incorporated by reference herein, for the construction, location and operation of improvements, goods which are to become fixtures, fixtures and equipment constituting the Project, all of property constituting the Project is to be leased and sold by Lessor to the City pursuant to this Lease- Purchase Agreement. Such license and easement shall include full access and use by Lessor (as grantee and its licensees and invitees and shall permit all actions necessary or incidental to the construction, operation and maintenance of the Project. The Project as financed from the proceeds of Lessor's Building Bonds is hereby acknowledged to be the separate property of the Lessor, subject to the rights provided for Lessee under the terms of this Agreement. This license and easement shall continue until July 1, 2039, unless all of the Building Bonds and any refunding bonds issued by Lessor to refund the Building Bonds (whether one such series or more) have been paid in full. (b) Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, upon and subject to the terms and conditions hereinafter set forth, the Project, as and to the extent constructed and acquired under the terms of this Lease - Purchase Agreement. Lessor shall lease the Project to Lessee for a term beginning on date of issuance of the 2009A Bonds and ending on July 1, 2034 (subject to modification to any lesser term as may be provided for in the Addendum). Until payment in full of all rental obligations hereunder the Project shall remain the property of the Lessor and shall not become a part of the real estate described on Exhibit A hereto attached. Upon the final payment of all rental obligations under this Lease - Purchase Agreement the Project shall be conveyed to Lessee in accordance with Article XVIII hereof. Section 1.2. Lessor and Lessee agree that, as and to the extent that this Lease - Purchase Agreement may be regarded as relating to goods, goods which may become fixtures, fixtures or equipment, this Lease- Purchase Agreement as assigned to the Trustee shall constitute a "finance lease" within the meaning of such term as used in Article 2A of the Nebraska Uniform Commercial Code. In such connection Lessee acknowledges (a) that neither Lessor nor the Trustee has selected, manufactured or supplied any goods constituting the Project, (b) that Lessor is acquiring the Project in connection with this Lease - Purchase Agreement, and (c) that Lessee has received a copy of the contract with any contractor or supplier constructing or supplying such part of the Project prior to the execution of this Lease - Purchase Agreement. Lessee further acknowledges that Lessee has been informed in writing before the execution of this Lease - Purchase Agreement that Lessee is entitled under said Article 2A to the promises and warranties provided by such contractor and any other person supplying the Project or items incorporated therein and that Lessee may communicate with any such person and obtain a complete and accurate statement of any such promises and warranties, including any disclaimers and limitations of them or of remedies. Section 1.3. Lessee acknowledges that it has supplied Lessor with the specifications for the Project and hereby holds Lessor and the Trustee harmless against any claim by way of infringement or the like that arises out of compliance with such specifications. 3