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PART I GENERAL
Section 1.1 Purpose of Certificate. The Issuer, the Borrower and the Trustee
acknowledge that Williams Mullen ("Bond Counsel") will rely on the covenants, representations
and certifications made herein as a part of its diligence in rendering its opinion that interest on the
Bonds is excludable from gross income for federal income tax purposes.
Section 1.2 Delivery of Bonds; Definition of Proceeds. The Bonds are being issued and
delivered by the Issuer to Colliers Securities LLC (the "Underwriter") pursuant to a Bond
Purchase Agreement, dated July __, 2026, among the Issuer, the Borrower and the Underwriter
(the "Bond Purchase Agreement"). The par amount of the Bonds is $24,000,000 (the "Sale
Proceeds"). "Net Sale Proceeds" equals the Sale Proceeds less amounts deposited in any
"reasonably required reserve fund," as defined in Treas. Reg. Section 1.148-1. "Net Proceeds"
equals Net Sale Proceeds plus investment earnings realized during the period in which funds have
been deposited by the Trustee at the direction of the Borrower with the Underwriter, as hereinafter
defined, to cash collateralize the Bonds from July __, 2026 (the “Closing”) through October 1,
2028, and thereafter, at the election of the Borrower, through the Project construction period.
Pursuant to a Remarketing Agreement dated as of July __, 2026 (the “Remarketing Agreement”),
the Underwriter has agreed to remarket the Bonds for the Borrower under the terms thereof.
Section 1.3 Terms of Bonds. Interest on the Bonds shall be payable on each April 1 and
October 1, commencing October 1, 2026. The Bonds are subject to optional redemption and
mandatory redemption in accordance with the satisfaction of the applicable terms and conditions
set forth in the Indenture of Trust (as hereinafter defined in Section 1.4 below), and are subject to
mandatory tender on the Initial Mandatory Tender Date for purchase on October 1, 2028. The
Bonds have a maturity date of October 1, 2030.
Section 1.4 Security for the Bonds. The Bonds are issued pursuant to the Virginia
Housing Authorities Law, Chapter 1, Title 36 of the Code of Virginia, as now in effect and as from
time to time hereafter amended or supplemented (the "Act"), Resolutions of the Issuer have been
adopted on April 15, 2025, October 21, 2025, and June 16, 2026 (collectively, the "Resolution"),
and an Indenture of Trust, dated as of July 1, 2026 (the "Trust Indenture"), between the Issuer
and the Trustee have been agreed upon to provide funds to make a loan (the "Loan") to the
Borrower from the Issuer pursuant to a Loan Agreement, dated as of July 1, 2026 (the "Loan
Agreement"), between the Issuer and the Borrower. To evidence its obligation under the Loan
Agreement, the Borrower will deliver a promissory note dated the date hereof to the Issuer (the
"Note").
Section 1.5 Cash Collateral. The Bonds will be collateralized from the Closing through
the Initial Mandatory Tender Date by cash deposited by the Borrower with the Trustee that may
consist of US Treasury Securities or other Eligible Investments (the “Cash Collateral”). In
accordance with the Verification Report for the Multifamily Housing Revenue Bonds (Stuart
Gardens II Apartments), Series 2026 prepared by ______ (the “Verification Report”), the Cash
Collateral held by the Trustee in the Bond Fund under the Indenture will be sufficient to satisfy
the debt service requirements on the Bonds on the Initial Mandatory Tender Date on October 1,
2028 and certain other financial benchmarks outlined herein. A copy of the Verification Report is
attached hereto as Exhibit A.
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