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132759067v2 7 (10) The Borrower has filed all federal and state income tax returns which are required to be filed and has paid all taxes shown on said returns and all assessments and governmental charges received by the Borrower to the extent that they have become due; (11) To the knowledge of the Borrower, no public official of the Issuer has either a direct or indirect financial interest in this Agreement nor will any public official either directly or indirectly benefit financially from this Agreement; (12) The Borrower has approved the terms and conditions of the Note; (13) The Borrower intends the Facility to be operated as an educational facility until the date on which the entire Principal Balance of the Note has been fully paid and is no longer outstanding; (14) Each document executed by the Borrower in connection with the Loan constitutes the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms (subject, as to enforceability, to limitations resulting from bankruptcy, insolvency and other similar laws affecting creditors' rights generally); (15) The financial statements of the Borrower heretofore furnished to the Lender are complete and correct in all material respects and fairly present the financial condition of the Borrower at the date of such statements. Since the most recent set of audited financial statements delivered by the Borrower to the Lender, there have been no material adverse changes in the financial condition of the Borrower; (16) No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any governmental authority or any third party is required in connection with the execution and delivery of this Agreement, or any of the agreements or instruments herein mentioned or related hereto to which the Borrower is a party or the carrying out or performance of any of the transactions required or contemplated hereby or thereby or, if required, such consent, approval, order or authorization has been (or, with respect to the filing of the Form 8038 with the Internal Revenue Service, will be) obtained or such registration, declaration, or filing has been or will be accomplished or such notice has been or will be given; (17) The Facility is in substantial compliance with the accessibility guidelines set forth in Title III of The Americans with Disabilities Act of 1990, as the same may be amended from time to time, and any rules and regulations promulgated thereunder (the "ADA"). ARTICLE III THE LOAN Section 3.1 Amount and Source of Loan. The Issuer has authorized the issuance of the Note in the principal amount of $3,000,000 to provide funds to the Borrower for its use in financing the Project. The Borrower agrees to acquire and construct the Facility and the Issuer, upon receipt of its administrative fee of $15,000.00, agrees to lend the Borrower, upon the other