Common use of Representations and Findings by Authority Clause in Contracts

Representations and Findings by Authority. The Authority makes the following representations and findings as the basis for its undertakings hereunder: (a) The Authority is duly organized under the Act and has the power to (i) execute and deliver this Loan Agreement, the assignments of the Notes, the Indenture and the Bonds and to perform its obligations hereunder and thereunder, (ii) issue the Bonds to refinance the Company’s acquisition and construction of the Project, and (iii) carry out its other obligations hereunder, under the Indenture and the Bonds. The Authority by proper corporate action has duly authorized the execution and delivery of this Loan Agreement the assignments of the Notes, and the Indenture, the performance of its obligations hereunder and thereunder and the issuance of the Bonds and, simultaneously with the execution and delivery of this Loan Agreement, has duly executed and delivered the Indenture, and issued and sold the Bonds. (b) The Authority is not in default in the payment of the principal of or interest on any of its indebtedness for borrowed money and is not in default under any instrument under or subject to which any indebtedness for borrowed money has been incurred, and no event has occurred and is continuing under the provisions of any such instrument that with the lapse of time or the giving of notice, or both, would constitute an event of default thereunder. (c) The Authority is not (i) in violation of the Act or any existing law, rule or regulation applicable to it or (ii) in default under any indenture, mortgage, deed of trust, lien, lease, contract, note, order, judgment, decree or other agreement, instrument or restriction of any kind to which any of its assets are subject. The execution and delivery by the Authority of this Loan Agreement, the assignments of the Notes, the Indenture and the Bonds, and its compliance with the terms and conditions hereof and thereof will not conflict with or result in the breach of or constitute a default under any of the above described documents or other restrictions. (d) No further approval, consent or withholding of objection on the part of any regulatory body, federal, state or local, is required in connection with (i) the issuance and delivery of the Bonds by the Authority, (ii) the execution or delivery of or compliance by the Authority with the terms and conditions of this Loan Agreement or the Indenture, or (iii) the assignment by the Authority of its rights under this Loan Agreement and the Notes (except for the Unassigned Rights of the Authority). The performance by the Authority of its obligations in the manner and under the terms and conditions as provided herein will comply with all applicable federal, state and local laws and any rules and regulations promulgated thereunder by any regulatory authority or agency, (e) No litigation, inquiry or investigation of any kind in or by any judicial or administrative court or agency is pending or, to its knowledge, threatened against the Authority with respect to (i) the organization and existence of the Authority, (ii) its authority to execute or deliver this Loan Agreement, the Indenture or the Bonds, (iii) the validity or enforceability of any of such documents or instruments or the transactions contemplated hereby or thereby, (iv) the title of any officer of the Authority who executed such documents or instruments, or (v) any authority or proceedings related to the execution or delivery of such documents or instruments on behalf of the Authority, and no such authority or proceedings have been repealed, revoked, rescinded or amended but are in full force and effect. (f) The Authority has found and determined that issuance of the Bonds to refinance the Project will be consistent with the purposes of the Act.

Representations and Findings by Authority. The Authority makes the following representations and findings as the basis for its undertakings hereunder: (a) The Authority is duly organized and existing under the Act, is a political subdivision of the Commonwealth of Virginia vested with the rights and powers conferred upon it under the Act, has the power to execute and deliver the Financing Instruments to which it is a party, to perform its obligations thereunder, to issue the Series 20222023 Bonds to finance the Plan of Finance, and to loan the proceeds from the sale of the Series 20222023 Bonds to the Borrower pursuant to this Agreement, each constituting an authorized undertaking under the Act and has the power to (i) execute and deliver this Loan Agreement, the assignments such loan being in furtherance of the Notespurposes for which the Authority was organized, the Indenture and the Bonds and to perform its obligations hereunder and thereunder, (ii) issue the Bonds to refinance the Company’s acquisition and construction of the Project, and (iii) carry out its other obligations hereunder, under such Financing Instruments to which it is a party. By proper action the Indenture and the Bonds. The Authority by proper corporate action has duly authorized the execution and delivery of this Loan Agreement the assignments of the Notes, and the Indenturesuch Financing Instruments to which it is a party, the performance of its obligations hereunder and thereunder and the issuance of the Series 20222023 Bonds and, simultaneously with the execution and delivery of this Loan Agreement, has duly executed and delivered the Indenture, and issued and sold the Series 20222023 Bonds. No proceedings to dissolve the Authority have been instituted. (b) The execution and delivery of, and compliance by the Authority with the terms and conditions of, the Financing Instruments to which the Authority is a party will not conflict with, or constitute or result in default in the payment of the principal of or interest on any of its indebtedness for borrowed money and is not in a default under any instrument under or subject to which any indebtedness for borrowed money has been incurredviolation of, and no event has occurred and is continuing under the provisions of any such instrument that with the lapse of time or the giving of notice, or both, would constitute an event of default thereunder. (c) The Authority is not (i) in violation of the Act or any existing law, rule or regulation applicable to it or it, (ii) in default under any indenture, mortgage, deed of trust, lien, lease, contract, note, order, judgment, decree or other agreement, instrument or restriction of any kind to which the Authority or any of its assets are is subject. The execution and delivery by , or (iii) the Authority of this Loan Agreement, the assignments by-laws or any other rules or procedures of the Notes, the Indenture and the Bonds, and its compliance with the terms and conditions hereof and thereof will not conflict with or result in the breach of or constitute a default under any of the above described documents or other restrictionsAuthority. (dc) No further approval, consent or withholding of objection on the part of any regulatory body, federal, state or local, is required in connection with (i) the issuance and delivery of the Series 20222023 Bonds by the Authority, (ii) the execution or delivery of of, or compliance by the Authority with the terms and conditions of this Loan Agreement or of, the Indentureother Financing Instruments to which it is a party, or (iii) the assignment by the Authority of its rights under this Loan Agreement and the Notes (except for the Unassigned Rights of the Authority). The performance by the Authority of its obligations in the manner and under the terms and conditions as provided herein will comply with all applicable federal, state and local laws and any rules and regulations promulgated thereunder by any regulatory authority or agency,Series 20222023 Notes. (ed) No litigation, inquiry or investigation of any kind in or by any judicial or administrative court or agency is pending or, to its knowledgethe knowledge of the Authority, threatened against the Authority with respect to (i) the organization and or existence of the Authority, (ii) its authority to execute or deliver this Loan Agreement, the Indenture or the BondsFinancing Instruments to which it is a party, (iii) the validity or enforceability of any of such documents or instruments Financing Instruments or the transactions contemplated hereby or thereby, (iv) the title of any officer of the Authority who executed such documents or instrumentsFinancing Instruments, or (v) any authority or proceedings related to the execution or and delivery of such documents or instruments Financing Instruments on behalf of the Authority, and no such authority or proceedings have been repealed, revoked, rescinded or amended but are in full force and effect. (fe) The Authority has found and determined that issuance the financing of the Bonds to refinance the Project Plan of Finance will be consistent with serve the purposes of the Act. (f) None of the directors of the Authority has a personal interest (as defined in Section 2.2-3101 of the Virginia Code) in any Financing Instrument or in any transaction contemplated thereby or is an officer or employee of the Borrower or the Bondholder. (g) In connection with the authorization, issuance and sale of the Series 20222023 Bonds, the Authority has complied with all provisions of the Constitution and laws of the Commonwealth of Virginia, including the Act.

Representations and Findings by Authority. The Authority makes the following representations and findings as the basis for its undertakings hereunder: (a) The Authority is a political subdivision of the Commonwealth of Virginia, is duly organized under the Act and has the power to (i) execute and deliver this Loan Agreementthe Financing Instruments, to issue the assignments of the Notes, the Indenture and the Bonds Note and to perform its obligations hereunder and thereunder, (ii) issue the Bonds to refinance the Company’s acquisition and construction of the Project, and (iii) carry out its other obligations hereunder, under the Indenture and the BondsFinancing Instruments. The Authority by By proper corporate action action, the Authority has duly authorized the execution and delivery of this Loan Agreement the assignments of the Notes, and the IndentureFinancing Instruments, the performance of its obligations hereunder and thereunder and the issuance of the Bonds and, simultaneously Note. Contemporaneously with the execution and delivery of this Loan Agreement, the Authority has duly executed and delivered the Indenture, and issued and sold the BondsNote to the Lender. (b) The Authority is not in default in the payment of the principal of or interest on any of its indebtedness for borrowed money and is not in default under any instrument under or subject to which any indebtedness for borrowed money has been incurred, and no event has occurred and is continuing under the provisions of any such instrument that with the lapse of time or the giving of notice, or both, would constitute an event of default thereunder. (c) The Authority is not (i) in violation of the Act or any other existing Virginia law, rule or regulation applicable to it or (ii) in default under any indenture, mortgage, deed of trust, lien, lease, contract, note, order, judgment, decree or other agreement, instrument or restriction of any kind to which any of its assets are is subject. , which, in either case, would have a material adverse effect on its ability to issue the Note and undertake its obligations under this Agreement; and, to its knowledge, no event has occurred and is continuing under the provisions of any such agreement that with the lapse of time or the giving of notice, or both, would constitute an event of default thereunder. (c) The execution and delivery of the Financing Instruments and the performance by the Authority of this Loan Agreement, the assignments of the Notes, the Indenture its obligations thereunder do not and the Bonds, and its compliance with the terms and conditions hereof and thereof will not conflict with with, constitute a breach of or result in a violation of any agreement or other instrument to which the breach Authority is a party or by which it is bound or, to its knowledge, any constitutional or statutory provision or order, rule, regulation, decree or ordinance of any court, government or constitute a default under governmental authority having jurisdiction over the Authority or any of the above described documents or other restrictionsits property. (d) No further approval, consent or withholding of objection on the part of any regulatory body, federal, state or local, is required in connection with (i) the issuance and delivery of the Bonds Note by the Authority, Authority or (ii) the execution or delivery of or compliance by the Authority with the terms and conditions of this Loan Agreement or the Indenture, or (iii) the assignment by the Authority of its rights under this Loan Agreement and the Notes (except for the Unassigned Rights of the Authority). The performance by the Authority of its obligations in the manner and under the terms and conditions as provided herein will comply with all applicable federal, state and local laws and any rules and regulations promulgated thereunder by any regulatory authority or agency,Financing Instruments. (e) No litigation, inquiry There is no litigation at law or investigation of in equity or any kind in or by proceeding before any judicial or administrative court or governmental agency is involving the Authority pending or, to its knowledge, threatened against the Authority with respect to that would affect (i) the organization and existence of the Authority, (ii) its authority to execute or deliver this Loan Agreement, the Indenture or the BondsFinancing Instruments, (iii) the validity or enforceability of any of such documents or instruments the Financing Instruments or the transactions contemplated hereby or therebyperformance of its obligations thereunder, (iv) the title of any officer of the Authority who executed such documents or instruments, executing the Financing Instruments or (v) any authority or proceedings related to the execution or and delivery of such documents or instruments the Financing Instruments on behalf of the Authority, and no . No such authority or proceedings have been repealed, revoked, rescinded or amended but amended, and all such authority and proceedings are in full force and effect. (f) The Authority has found and determined that issuance financing of the Bonds to refinance County Projects is in furtherance of the Project purposes for which the Authority was organized and will be consistent with serve the purposes of the Act. If requested by the County, the financing of interest on the Note for a period of up to one year after completion of the County Projects is hereby approved. (g) Until termination of this Agreement, the Authority will not use any facilities or equipment financed with proceeds of the Note, or permit them to be used, other than as “authority facilities” within the meaning of the Act. (h) Notwithstanding anything herein to the contrary, any obligation the Authority may incur hereunder in connection with the financing of the County Project shall not be deemed to constitute a general obligation of the Authority but shall be payable solely from payments appropriated and received from time to time by the County Board and payable to the Authority pursuant to Section [6(a)].

Representations and Findings by Authority. The Authority makes the following representations and findings as the basis for its undertakings hereunder: (a) The Authority is a political subdivision of the Commonwealth of Virginia, is duly organized under the Act and has the power to (i) execute and deliver this Loan Agreementthe Financing Instruments, the assignments of the Notes, the Indenture and the Bonds and to perform its obligations hereunder thereunder and thereunder, (ii) to issue the Bonds to refinance the Company’s acquisition and construction of the Project, and (iii) carry out its other obligations hereunder, under the Indenture Bond. The Project and the Bondsfinancing thereof further the purposes for which the Authority was organized. The Authority by By proper corporate action action, the Authority has duly authorized the execution and delivery of this Loan Agreement the assignments of the Notes, and the IndentureFinancing Instruments, the performance of its obligations hereunder and thereunder and the issuance of the Bonds and, simultaneously Bond. Simultaneously with the execution and delivery of this Loan Agreement, the Authority has duly executed and delivered the Indenture, and issued and sold the BondsBond to the Lender. (b) The Authority has full power and authority to irrevocably pledge the Support Agreement Revenues to the payment of the principal of and [premium, if any, and] interest on the Bond and to secure its payment obligations under the Bond and this Agreement by assigning all of its rights, title and interests in the Support Agreement. (c) The Authority is not (i) in default in the payment of the principal of or interest on any of its indebtedness for borrowed money and is not in default under any instrument under or subject to which any indebtedness for borrowed money has been incurred, incurred (and no event has occurred and is continuing under the provisions of any such instrument that with the lapse of time or the giving of notice, or both, would constitute an event of default thereunder. ), (c) The Authority is not (iii) in violation of the Act or any other existing Virginia law, rule or regulation applicable to it or (iiiii) in default under any indenture, mortgage, deed of trust, lien, lease, contract, note, order, judgment, decree or other agreement, instrument or restriction of any kind to which any of its assets are is subject. . (d) The execution and delivery of the Financing Instruments and the performance by the Authority of this Loan Agreement, the assignments of the Notes, the Indenture its obligations thereunder do not and the Bonds, and its compliance with the terms and conditions hereof and thereof will not conflict with with, constitute a breach of or result in a violation of any agreement or other instrument to which the breach Authority is a party or by which it is bound or any constitutional or statutory provision or order, rule, regulation, decree or ordinance of any court, government or constitute a default under governmental authority having jurisdiction over the Authority or any of the above described documents or other restrictionsits property. (de) No further approval, consent or withholding of objection on the part of any regulatory body, federal, state or local, is required in connection with (i) the issuance and delivery of the Bonds Bond by the Authority, (ii) the execution or delivery of or compliance by the Authority with the terms and conditions of this Loan Agreement or the Indenture, or (iii) the assignment by the Authority of its rights under this Loan Agreement and the Notes (except for the Unassigned Rights of the Authority). The performance by the Authority of its obligations in the manner and under the terms Financing Instruments or (iii) the assignment and conditions pledge by the Authority pursuant to this Agreement and the Support Agreement of the Support Agreement Revenues as provided herein will comply with all applicable federal, state security for its payment obligations under the Bond and local laws and any rules and regulations promulgated thereunder by any regulatory authority or agency,this Agreement. (ef) No litigation, inquiry or investigation litigation of any kind in or by any judicial or administrative court or agency is pending has been served or, to its the Authority’s knowledge, is pending or threatened against the Authority with respect to (i) the organization and existence of the Authority, (ii) its authority to execute or deliver this Loan Agreement, the Indenture or the BondsFinancing Instruments, (iii) the validity or enforceability of any of such documents or instruments the Financing Instruments or the transactions contemplated hereby or therebyperformance of its obligations thereunder, (iv) the title of any officer of the Authority who executed such documents or instruments, the Financing Instruments or (v) any authority or proceedings related to the execution or and delivery of such documents or instruments the Financing Instruments on behalf of the Authority, and no . No such authority or proceedings have been repealed, revoked, rescinded or amended but amended, and all are in full force and effect. (fg) The Until termination of this Agreement, the Authority has found and determined that issuance of the Bonds to refinance will not use the Project will or permit it to be consistent with used other than as “authority facilities” within the purposes meaning of the Act.