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(l) Any certificate relating to the issuance and delivery of the Bonds signed by an authorized
member or officer of the Issuer and delivered to the Underwriter or Trustee at or prior to the Closing Date
shall be deemed a representation and warranty by the Issuer in connection with this Bond Purchase
Agreement to the Underwriter or the Trustee as to the statements made therein; and
(m) The Issuer agrees that all representations, warranties and covenants made by it herein, and
in certificates, agreements or other instruments delivered pursuant hereto or in connection herewith, shall
be deemed to have been relied upon by the Underwriter.
SECTION 4. Representations, Warranties and Agreements of the Borrower.
The Borrower represents and covenants with the Issuer and the Underwriter as follows:
(a) The Borrower is duly organized and existing as a limited partnership under the laws of the
Commonwealth, has full legal right, power and authority to own its properties and to conduct its business
as described in the Official Statement and to enter into and to carry out and consummate the transactions
contemplated by the Borrower Documents and the Official Statement, and is duly qualified to do such
business and is in good standing wherever such qualification and/or standing are required, including the
Commonwealth.
(b) The General Partner is duly organized and existing as a limited liability company under the
laws of the Commonwealth, has full legal right, power and authority to own its properties and to conduct
its business as described in the Official Statement and to enter into and to carry out and consummate the
transactions contemplated by the Borrower Documents and the Official Statement, and is duly qualified to
do such business and is in good standing wherever such qualification and/or standing are required, including
the Commonwealth.
(c) By all necessary action, the Borrower and the General Partner, as applicable, have duly
authorized and adopted the Borrower Documents and approved the execution and delivery of the Borrower
Documents, and the performance by the Borrower and the General Partner, as applicable, of the obligations
in connection with the issuance of the Bonds on their part contained in the Borrower Documents and the
consummation by them of all other transactions contemplated by the Indenture, the Official Statement and
the Borrower Documents in connection with the issuance of the Bonds.
(d) On the Closing Date, the Borrower Documents will constitute the valid, legal and binding
obligations of the Borrower and the General Partner, as applicable (assuming due authorization, execution
and delivery by the respective other parties thereto, where necessary), enforceable in accordance with their
respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium and other similar laws of general applicability affecting the enforcement of creditors’ rights
and to general principles of equity, regardless of whether such enforceability is considered in equity or in
law.
(e) At the time of the Borrower’s acceptance hereof and at all times subsequent thereto during
the period up to and including the date of Closing, the Preliminary Official Statement, as of its date and the
date hereof, and the final Official Statement, as of its date and the Closing Date, does not and will not
contain any untrue or misleading statement of a material fact in the portions of the Official Statement
captioned “PLAN OF FINANCING,” “THE PROJECT AND THE PRIVATE PARTICIPANTS,”
“CERTAIN BONDHOLDERS’ RISKS” (but only with respect to those risks that expressly relate to the
Borrower, the other private participants or the Project), “NO LITIGATION – The Borrower,” and
“CONTINUING DISCLOSURE” or any omission or alleged omission from the portions of the Preliminary
Official Statement, as of its date and the date hereof, and the final Official Statement, as of its date and the
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