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or other right which the Borrower may have at any time against the Remarketing Agent or any other person,
whether in connection with this Agreement, the Bonds or any unrelated transactions.
Notwithstanding anything to the contrary contained in this Agreement, the Remarketing Agent shall
not commence remarketing efforts without written authorization of the Borrower prior to a Mandatory
Tender Date, including an agreement by Borrower and Remarketing Agent regarding the amount of the
one-time remarketing fee and expenses described in the foregoing clauses (a), (b) and (c) of the first
sentence of this Section. In the absence of such agreement, the Remarketing Agent shall have no obligation
to remarket Bonds under this Agreement or the Indenture.
Section 8. Representations, Warranties, Covenants and Agreements of the Remarketing
Agent.
The Remarketing Agent, by its acceptance hereof, represents, warrants and covenants, and agrees
with the Borrower as follows:
(a) The Remarketing Agent is authorized by law to perform all the duties and
obligations imposed upon it as Remarketing Agent by this Agreement and the Indenture.
(b) The Remarketing Agent has full power and authority to execute and deliver this
Agreement and to take all actions required or permitted to be taken by the Remarketing Agent by
or under, and to perform and observe the covenants and agreements on its part contained in, this
Agreement and the Indenture.
(c) Assuming the due authorization, execution and delivery of this Agreement by the
Borrower and the enforceability of this Agreement against the Borrower, this Agreement is the
legal, valid and binding obligation of the Remarketing Agent, enforceable against the Remarketing
Agent in accordance with its 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 at law.
(d) The Remarketing Agent is a licensed NASD broker/dealer, is registered as a
municipal securities dealer under the Securities Exchange Act of 1934 and meets the qualifications
for remarketing agent under the Indenture.
Section 9. Representations, Warranties, Covenants and Agreements of the Borrower.
The Borrower, by its acceptance hereof, represents, warrants, covenants and agrees with the
Remarketing Agent that it:
(a) is a limited partnership duly organized under the laws of the Commonwealth of
Virginia;
(b) has full power and authority to take all actions required or permitted to be taken
by the Borrower by or under, and to perform and observe the covenants and agreements on its part
contained in, this Agreement and any other instrument or agreement relating to the Bonds where
the Borrower is a party;
(c) has, on or before the date hereof, duly taken all action necessary to be taken by it
prior to such date to authorize (i) the execution, delivery and performance of any Transaction
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