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opinion of Williams Mullen, Richmond, Virginia, Bond Counsel. A signed copy of that opinion, dated and
speaking only as of the date of original delivery of the Bonds, will be delivered to the Underwriter at the
time of such original delivery. A copy of such opinion will accompany the Bonds, and a draft of that opinion
is attached hereto as Appendix B.
In rendering its approving opinion, Bond Counsel will rely on certifications and representations of
fact to be contained in the transcript of proceedings which Bond Counsel will not have independently
verified. Certain legal matters will be passed upon for the Underwriter by its counsel, Robinson & Cole
LLP, Washington, D.C., for the Issuer by its counsel, Kaufman & Canoles, P.C., Newport News, Virginia,
and for the Borrower by its counsel, Winthrop & Weinstine, P.A., Minneapolis, Minnesota.
RATING
Moody’s Ratings (the “Rating Agency”) has assigned to the Bonds the rating set forth on the cover
hereof. The rating reflects only the views of the Rating Agency, and an explanation of the significance of
such rating may be obtained from it. No assurance can be given that the rating will be maintained for any
given period of time or that the rating may not be revised downward, suspended or withdrawn entirely by
the Rating Agency if, in its judgment, circumstances so warrant. Any such downward change in, suspension
or withdrawal of the rating may have an adverse effect on the market price of the Bonds. The Underwriter
and the Issuer have undertaken no responsibility after issuance of the Bonds to assure the maintenance of
the rating or to oppose any such revision, suspension or withdrawal. A securities rating is not a
recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
CONTINUING DISCLOSURE
The Borrower will enter into a Continuing Disclosure Agreement, dated as of July 1, 2026 (the
“Continuing Disclosure Agreement”), with the Trustee, acting as the Dissemination Agent, obligating the
Borrower to send, or cause to be sent, certain financial information with respect to the Project to certain
information repositories annually and to provide notice, or cause notice to be provided, to the Municipal
Securities Rulemaking Board, if any, of certain enumerated events for the benefit of the beneficial owners
and Holders of any of the Bonds, in order to allow the Underwriter to meet the requirements of Section
(b)(5)(i) of Securities Exchange Commission Rule 15c2-12 (the “Rule”).
A failure by the Borrower to comply with the provisions of the Continuing Disclosure Agreement
will not constitute a default under the Indenture or the Loan Agreement (although Holders will have any
available remedy at law or in equity for obtaining necessary disclosures). Nevertheless, such a failure to
comply is required to be reported in accordance with the Rule and must be considered by any broker, dealer
or municipal securities dealer before recommending the purchase or sale of the Bonds in the secondary
market. Consequently, such a failure may adversely affect the transferability and liquidity of the Bonds.
The Borrower, as a newly formed entity, has not entered into prior continuing disclosure
undertakings, nor has it defaulted under any obligations in connection with any issuance of bonds subject
to the Rule. See “APPENDIX F – FORM OF CONTINUING DISCLOSURE AGREEMENT” attached
hereto.
The Issuer does not have any obligation with respect to the Continuing Disclosure Agreement
because the Issuer is not an “obligated party” under the terms of the Rule. The Issuer will not monitor the
compliance by the Borrower with the terms of the Continuing Disclosure Agreement.
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