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without notice. The Bonds may be offered and sold to dealers, including the Underwriter and dealers
acquiring Bonds for their own account or any account managed by them, at prices lower than the public
offering prices. In the Bond Purchase Agreement, the Borrower has agreed to indemnify the Issuer and the
Underwriter with respect to certain matters in connection with the Bonds.
In addition to serving as the Underwriter, Colliers Securities LLC has been designated to serve as
Remarketing Agent and will receive a fee for its remarketing services in connection with the remarketing
of the Bonds, if any, on the Initial Mandatory Tender Date.
RELATIONSHIPS AMONG THE PARTIES
In connection with the issuance of the Bonds, the Issuer, the Borrower, and the Underwriter are
being represented by the attorneys or law firms identified below under the heading “LEGAL MATTERS.”
In other transactions not related to the Bonds, each of these attorneys or law firms may have acted as bond
counsel or represented the Issuer, the Borrower or the Underwriter or their affiliates, in capacities different
from those described herein, and there will be no limitations imposed as a result of the issuance of the
Bonds on the ability of any of these firms or attorneys to act as bond counsel or represent any of these
parties in any future transactions. Potential purchasers of the Bonds should not assume that the Issuer, the
Borrower and the Underwriter or their respective counsel or Bond Counsel have not previously engaged in,
or will not after the issuance of the Bonds engage in, other transactions with each other or with any affiliates
of any of them, and no assurance can be given that there are or will be no past or future relationships or
transactions between or among any of these parties or these attorneys or law firms.
TAX MATTERS
Opinion of Bond Counsel – Federal Income Tax Status of Interest
Except as qualified below, in the opinion of Williams Mullen, Bond Counsel, assuming continuous
compliance with the covenants in the Tax Certificate and Agreement to be delivered by the Borrower and
the Issuer in connection with the delivery of the Bonds (the “Tax Certificate”), and based on existing
statutes, court decisions, regulations and rulings, and subject to the qualifications described in the remaining
paragraphs under this heading, interest on the Bonds (a) is excludable from the gross income of the holders
of the Bonds for purposes of federal income taxation pursuant to the Internal Revenue Code of 1986, as
amended (the “Code”) under existing statutes, regulations and decisions, except as provided in Section
147(a) of the Code with respect to any period during which the Bonds are held by a person who is a
“substantial user” of the Project or by a “related person,” as such terms are used in Section 147(a) of the
Code and the regulations adopted thereunder, and (b) is not a specific item of tax preference for purposes
of the federal alternative minimum tax on individuals. However, for taxable years beginning after December
31, 2022, such interest is included in the “adjusted financial statement income” (as defined in Section 56a
of the Code) of certain corporations in determining the applicability and amount of the federal corporate
alternative minimum tax imposed under Section 55(b) of the Code. In the event of noncompliance with
certain covenants contained in the Tax Certificate, interest on the Bonds would be subject to income taxation
by the United States from the date of issue. The proposed form of the opinion of Bond Counsel appears as
Appendix B attached hereto.
Bond Counsel’s opinion speaks as of its date, is based on current legal authority and precedent,
covers certain matters not directly addressed by such authority and precedent, and represents Bond
Counsel’s judgment as to the excludability of interest on the Bonds for federal income tax purposes. Bond
Counsel’s opinion does not contain or provide any opinion or assurance regarding the future activities of
the Issuer or the Borrower or about the effect of future changes in the Code, the applicable regulations, or
the interpretation or the enforcement thereof by the Internal Revenue Service (the “IRS”) and the courts.
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