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shall deliver certificates to such effect. The Official Statement (as the same may be amended or
supplemented with the written approval of the Underwriter) shall be true and correct in all material respects
and shall not contain any untrue statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in light of the circumstances under which they were made, not
misleading.
(b) Except as may have been agreed to by the Underwriter, as of the Closing Date, each of the
Bond Documents and all other official action of the Issuer relating thereto shall be in full force and effect
and shall not have been amended, modified or supplemented, and the Official Statement shall not have been
amended or supplemented.
(c) The Issuer and the Underwriter shall have received the legal opinion of Bond Counsel, in
substantially the form set forth in Appendix B to the Official Statement, and the Underwriter shall have
received supplemental opinions of Bond Counsel dated the Closing Date with respect to the Official
Statement and addressed to the Underwriter in substantially the forms set forth in Exhibit A hereto.
(d) No default or event of default (as defined in any of the Bond Documents) shall have
occurred and be continuing, and no event shall have occurred and be continuing which, with the lapse of
time or the giving of notice or both, would constitute such a default or event of default.
(e) No material adverse change shall have occurred, nor shall any development involving a
prospective material and adverse change in, or affecting the affairs, business, financial condition, results of
operations, prospects or properties (including the Project) of, the Issuer, the Borrower or the General Partner
have occurred between the date hereof and the Closing Date.
(f) On or prior to the Closing Date, all actions required to be taken as of the Closing Date in
connection with the Bonds and the Bond Documents by the Issuer and the Borrower shall have been taken,
and the Issuer and the Borrower shall each have performed and complied with all agreements, covenants
and conditions required to be performed or complied with by the Bond Documents, and the Issuer and the
Borrower shall deliver a certificate to such effect insofar as the foregoing actions, agreements, covenants
and conditions apply to each such party, and each of such agreements shall be in full force and effect and
shall not have been amended, modified or supplemented, except as has been agreed to by the Underwriter.
(g) Each of the Bond Documents shall have been executed and delivered by each of the
respective parties thereto, all such documents shall be in forms exhibited to Underwriter on this date with
only such changes as the Underwriter may approve, and each of the Bond Documents shall be in full force
and effect.
(h) None of the events referred to in Section 8 of this Bond Purchase Agreement shall have
occurred.
(i) The Underwriter shall have received the opinion of counsel to the Borrower covering the
opinions identified in Exhibit B hereto. The Borrower hereby authorizes and directs its counsel to render
such opinion to and for the benefit of the Underwriter.
(j) The Underwriter shall have received written evidence that Moody’s Ratings has issued its
rating of “[Aa1/ VMIG-1]” with respect to the Bonds, and as of the Closing Date, the rating shall not have
been withdrawn or lowered.
(k) The Underwriter shall have received a certificate of the Borrower to the effect that: (A)
each of the representations and warranties set forth in the Borrower Documents are true and correct in all
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