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(c) The Borrower has authorized the delivery of the Preliminary Official Statement and the
execution and delivery of the Official Statement. The Issuer and the Borrower each hereby approve the use
by the Underwriter of the Preliminary Official Statement and the Official Statement in connection with the
public offering of the Bonds by the Underwriter; provided that the Issuer has not reviewed or approved any
matters described in the Preliminary Official Statement or the Official Statement and assumes no
responsibility for the accuracy or completeness of the information therein, except for information appearing
under the captions “THE ISSUER” and “NO LITIGATION – The Issuer” (collectively, the “Issuer
Portion”).
(d) The Borrower will supply sufficient quantities of the Official Statement to enable the
Underwriter (i) to send a single copy of the Official Statement with any confirmation that requests payment
for a Bond, and in any event within seven business days after the date hereof, and to any potential customer
upon request until the earlier of (A) ninety (90) days after the End of the Underwriting Period (as defined
below) or (B) the time when the Official Statement is available to any person from a nationally recognized
municipal securities information repository, but in no case less than twenty-five (25) days following the
End of the Underwriting Period, and (ii) to comply with any applicable rules of the Municipal Securities
Rulemaking Board. The Underwriter agrees to promptly file the Official Statement with a nationally
recognized municipal securities information repository. The “End of the Underwriting Period” means the
later of the delivery of the Bonds by the Issuer to the Underwriter or when the Underwriter no longer retains
(directly or as a syndicate member) an unsold balance of the Bonds for sale to the public, provided that the
“End of the Underwriting Period” will be deemed to be the Closing Date unless the Underwriter otherwise
notifies the Issuer and the Borrower in writing prior to such date that there is an unsold balance of the
Bonds.
(e) If, during the period from the date hereof and ending on the earlier of (i) ninety (90) days
after the End of the Underwriting Period or (ii) the time when the Official Statement is available to any
person from a nationally recognized municipal securities information repository, but in no case less than
twenty-five (25) days following the End of the Underwriting Period, any event occurs as a result of which
the Official Statement for the Bonds as then amended or supplemented might include an untrue statement
of material fact, or omit to state any material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, the Issuer, if such event relates to the
information included in the Official Statement under the Issuer Portion, or the Borrower shall promptly
notify the Underwriter thereof and shall (in either case, at the expense of the Borrower), upon the request
of the Underwriter, prepare and deliver to the Underwriter, as many copies of an amendment or supplement
which will correct such statement or omission as the Underwriter may reasonably request.
(f) The Issuer and the Underwriter agree to cooperate with the Borrower to minimize any
expenses incurred in connection with the preparation and distribution of any amendments or supplements
to the Preliminary Official Statement, the Official Statement and/or any remarketing memoranda required
by the foregoing provisions.
SECTION 3. Issuer’s Representations and Warranties and Agreements.
The Issuer represents and warrants to the Underwriter and the Borrower as follows:
(a) The Issuer is and will be on the Closing Date, a political subdivision of the Commonwealth
of Virginia (the “Commonwealth”) pursuant to the Act, and has, and at the Closing Date will have, full
legal right, power and authority (i) to enter into this Bond Purchase Agreement and the other Issuer
Documents; (ii) to adopt the Bond Resolution and issue, sell and deliver the Bonds to the Underwriter
pursuant to the Bond Resolution and the Indenture as provided herein; (iii) to pledge and assign the revenue,
other money, securities, funds, accounts, guarantees, insurance, and other items pledged under the terms of
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