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Location of Project. The Project is located entirely within the City of University City, Missouri. Use of Proceeds. The proceeds from the sale of the Bonds will be used only for payment of Costs of the Project and related Costs of Issuance of the Bonds authorized and permitted by both the Internal Revenue Code and the Act. Section 2.4. Survival of Representations. All representations of the Issuer and the Company contained in this Lease Agreement or in any certificate or other instrument delivered by the Issuer and the Company pursuant to this Lease Agreement, the Indenture, or any of the other Financing Documents, or in connection with the transactions contemplated thereby, shall survive the execution and delivery thereof and the issuance, sale and delivery of the Bonds, as representations of facts existing as of the date of execution and delivery of the instruments containing such representations. ARTICLE In ISSUANCE OF THE BONDS; ACQUISITION, IMPROVEMENT, INSTALLATION AND FINANCING OF THE PROJECT Section 3.1. Issuance of the Bonds; Application of Proceeds. The Issuer shall issue the Bonds for the purposes and upon the terms and conditions provided in this Lease Agreement and in the Indenture. The proceeds of the Bonds shall be paid to the Trustee for deposit in the Project Fund under the Indenture and shall be administered, disbursed and applied for payment of Costs of the Project and related Costs of Issuance of the Bonds in the manner as provided in the Indenture. Section 3.2. Agreement to Acquire, Construct, Improve and Equip the Project; Use of Proceeds. Prior to or on the Issue Date, the Company will deliver to the Issuer a warranty deed conveying to the Issuer fee simple title to the Project Site. Concurrently with the delivery of the warranty deed, the Company shall also make provision for the discharge of any liens or encumbrances (other than unfiled mechanic's liens for work in progress) incurred by it in connection with the acquisition, construction, furnishing and equipping of the Project, other than Permitted Encumbrances. A bill of sale or bills of sale for the Project Equipment or other portions of the Project constituting personal property acquired after the Closing Date will be delivered to the Issuer from time to time along with the requisition seeking reimbursement pursuant to the Indenture. The Issuer and the Company acknowledge and agree that the Project Equipment is subject to change during the construction period and thereafter pursuant to the provisions hereof, and, accordingly, to the extent that any Project Equipment acquired differs in any material respect from the Project Equipment described on Exhibit D hereto, the Company will deliver to the Issuer a revised Exhibit D from time to time along with the requisition seeking reimbursement pursuant to the Indenture. The Issuer shall be the sole owner of the Project; provided, however, that the Company alone shall be entitled to deduct all depreciation on the Project on the Company's income tax returns, and the Issuer agrees to provide reasonable cooperation with the Company, at the expense of the Company, in obtaining favorable federal or state income tax or sales tax treatment of the lease, sale or repurchase of the Project. The Issuer or the Company, as agent of the Issuer, shall cause the acquisition, construction, improvement and equipping of the Project as described in Exhibit B of the Indenture, including without limitation the acquisition of the Project Equipment as described in Exhibit D hereto, to be completed with 2164784 -7-