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ARTICLE II
REPRESENTATIONS AND COVENANTS
Section 2.1 Representations of the Issuer.
(a) The Issuer is validly existing as a political subdivision of the Commonwealth of Virginia
and is authorized to issue the Bonds to finance the Project pursuant to the Act.
(b) To the undersigned鈥檚 actual knowledge, without inquiry or investigation, there is no
pending or threatened suit, action, or proceeding against the Issuer before any court, arbitrator,
administrative agency, or other governmental authority that challenges the Issuer鈥檚 execution and delivery
of the Bonds, the Indenture, the Regulatory Agreement, or the Loan Agreement.
(c) To the actual knowledge of the undersigned, without inquiry or investigation, the execution
and delivery of the Bonds, the Indenture, the Regulatory Agreement and the Loan Agreement will not
constitute a breach of or default under any existing (1) provision of any legislative act relating to the
establishment of the Issuer; or (2) agreement, indenture, mortgage, lease, or other instrument to which the
Issuer is a party or by which it is bound.
(d) No proceeding of the Issuer for the issuance, execution, or delivery of the Bonds, the
Indenture, the Regulatory Agreement, or the Loan Agreement has been repealed, rescinded, amended or
revoked.
Section 2.2 Representations and Covenants of the Borrower. The Borrower represents,
warrants and covenants that:
(a) The Borrower is a Virginia limited partnership duly organized under the laws of the
Commonwealth and is authorized to conduct its business in the Commonwealth.
(b) The Borrower has full power and authority to execute, deliver and perform the Borrower
Documents and to enter into and carry out the transactions on its part contemplated by those documents.
The execution, delivery and performance by it of the Borrower Documents do not, and will not, violate any
provision of law applicable to the Borrower and do not, and will not, conflict with or result in a default
under any agreement or instrument to which the Borrower is a party or by which it is bound. The Borrower
Documents have, by proper action, been duly authorized, executed and delivered by the Borrower and all
steps necessary have been taken to constitute the Borrower Documents valid and binding obligations of the
Borrower.
(c) The provision of financial assistance to be made available to it under this Loan Agreement
and the commitments therefor made by the Issuer have induced the Borrower to undertake the transactions
contemplated by this Loan Agreement.
(d) The Borrower presently intends to use or operate the Project in a manner consistent with
the Act and in accordance with the Regulatory Agreement and knows of no reason why the Project will not
be so operated. If, in the future, there is a cessation of that operation, it will use its best efforts to resume
that operation or accomplish an alternate use by the Borrower or others approved in writing by the Issuer
which will be consistent with the Act and the Regulatory Agreement.
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