KCES PUBLIC BENEFIT CORPORATION

KCES PUBLIC BENEFIT CORPORATION THE MISSION OF KCES PUBLIC BENEFIT CORPORATION IS TO EXERCISE THE FOLLOWING POWERS: (A) ENGAGE, OR OTHERWISE PARTICIPATE, IN FINANCING ACTIVITIES WHICH WILL FURTHER THE EDUCATION MISSION OF THE KEMPER COUNTY SCHOOL DISTRICT IN CONNECTION WITH THE (I) ACQUISITION OF A LEASEHOLD INTEREST IN CERTAIN REAL PROPERTY LOCATED AT 174 WILLOW AVENUE, DE KALB, MISSISSIPPI 39328 (THE "LAND"), (II) CONSTRUCTION AND DEVELOPMENT OF A NEW ELEMENTARY SCHOOL LOCATED ON THE LAND (THE "IMPROVEMENTS- AND, TOGETHER WITH THE LAND, THE "PROPERTY"), AND (III) LEASING OF THE PROPERTY TO THE SCHOOL DISTRICT FOR OPERATION (COLLECTIVELY, (I) THROUGH (III) ARE REFERRED TO HEREIN AS, THE "NMTC PROJECT"); (B) ENGAGE IN BORROWING, AND RELATED DEALINGS, IN CONNECTION WITH THE NMTC PROJECT; (C) PURCHASE, LEASE OR OTHERWISE ACQUIRE OWNERSHIP OR THE RIGHT TO USE CERTAIN PROPERTY FOR THE NMTC PROJECT; AND (D) PARTICIPATE AS A "QUALIFIED ACTIVE LOW-INCOME COMMUNITY BUSINESS" (AS SUCH TERM IS DEFINED IN SECTION 45D OF THE COD