Common use of Representations by Xxxxxxxx Clause in Contracts

Representations by Xxxxxxxx. The Borrower makes the following representations as the basis for its undertakings under this Agreement: (a) The Borrower is a duly organized and validly existing corporation in good standing under the laws of the State of Delaware. (b) The Borrower has full right, power and authority to (i) execute this Agreement and the other documents related thereto, (ii) own and operate the System, (iii) construct, acquire or equip the Project and finance the Project Costs by borrowing money for such purpose pursuant to this Agreement, and (iv) carry out and consummate all of the transactions contemplated by this Agreement. (c) All permits, licenses, registrations, certificates, authorizations and approvals required to have been obtained as of the date of signing of this Agreement have been obtained for (i) the execution by the Borrower of this Agreement, (ii) the performance and enforcement of the obligations of the Borrower thereunder, (iii) the acquisition, construction, equipping, occupation, operation and use of the Project, and (iv) the operation and use of the System. The Borrower knows of no reason why any other necessary permits or approvals cannot be obtained as required. (d) This Agreement has been executed by a duly authorized officer of the Borrower and constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with the terms of this Agreement. (e) There are not pending nor, to the best of the knowledge of the undersigned officer of the Borrower, threatened, any actions, suits, proceedings or investigations of a legal, equitable, regulatory, administrative or legislative nature, in which a judgment, order or resolution may have a material adverse effect on the Borrower, or its business, assets, condition (financial or otherwise), operations or prospects or in its ability to perform its obligations under this Agreement. (f) There have been no material defaults by any contractor or subcontractor under any contract made in connection with the construction or equipping of the Project. (g) No material adverse change has occurred in the financial condition of the Borrower from that indicated in the financial statements, application and other information furnished to the Department in connection with this Agreement. (h) No Event of Default has occurred and is continuing. (i) Except as may otherwise be approved by the Department or permitted by the terms hereof, the Project and the System at all times will be owned by the Borrower and will not be operated or controlled by any other entity or person. (j) The Project will be a part of the System. (k) The Loan Proceeds and funds available from the other sources specified in the Project Budget will be sufficient to pay the estimated Project Costs. (l) The Borrower has received or has commitments to obtain all funds and other financing for the Project as contemplated in the Project Budget. (m) The Borrower expects to complete the acquisition, construction and equipping of the Project on or before the projected date of November 15, 2024. The Borrower expects to adhere to the estimated drawdown schedule attached hereto as Exhibit D and certified to in the "Certificate of the Borrower and Projected Drawdown Schedule of the Project" attached hereto as Exhibit F and made a part hereof. This projected date of completion is subject to an extension if such extension is mutually agreed upon by the Department and the Borrower. Noncompliance with this Section 2.1(m) may cause loan funds to become de-obligated and reallocated to other drinking water projects at the discretion of the Department.

Representations by Xxxxxxxx. The Borrower makes the following representations as the basis for its undertakings under this Agreementrepresents and warrants that: (a) The Borrower is a [limited liability company] [corporation] duly organized organized, existing and validly existing corporation in good standing authorized to do business under the laws of the State State, is not in violation of Delaware. (b) The Borrower any provision of its [Articles of Organization] [Articles of Incorporation] or [Operating Agreement], has full right, power not received notice and authority has no reasonable grounds to (i) execute this Agreement and the other documents related thereto, (ii) own and operate the System, (iii) construct, acquire or equip the Project and finance the Project Costs by borrowing money for such purpose pursuant believe that it is in violation of any laws in any manner material to this Agreement, and (iv) carry out and consummate all of the transactions contemplated by this Agreement. (c) All permits, licenses, registrations, certificates, authorizations and approvals required to have been obtained as of the date of signing of this Agreement have been obtained for (i) the execution by the Borrower of this Agreement, (ii) the performance and enforcement of the obligations of the Borrower thereunder, (iii) the acquisition, construction, equipping, occupation, operation and use of the Project, and (iv) the operation and use of the System. The Borrower knows of no reason why any other necessary permits or approvals cannot be obtained as required. (d) This Agreement has been executed by a duly authorized officer of the Borrower and constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with the terms of this Agreement. (e) There are not pending nor, to the best of the knowledge of the undersigned officer of the Borrower, threatened, any actions, suits, proceedings or investigations of a legal, equitable, regulatory, administrative or legislative nature, in which a judgment, order or resolution may have a material adverse effect on the Borrower, or its business, assets, condition (financial or otherwise), operations or prospects or in its ability to perform its obligations under this Financing and Loan Agreement and the Series 20 B Note, has power to enter into and to perform its obligations under this Financing and Loan Agreement and the Series 20__B Note, and has duly authorized the execution and delivery of this Financing and Loan Agreement and the Series 20 B Note by appropriate [limited liability] company action. (b) All of the proceeds from the Series 20 B Bonds (including any income earned on the investment of such proceeds) will be used solely for Costs of Construction. (c) The Borrower intends to operate or cause the Project to be operated as an economic development facility under the Act until the expiration or earlier termination of this Financing and Loan Agreement as provided herein. (d) Neither the execution and delivery of this Financing and Loan Agreement, the consummation of the transactions contemplated hereby including execution and delivery of the Series 20 B Note nor the fulfillment of or compliance with the terms and conditions of this Loan Agreement, will contravene the Borrower’s Articles of Organization or Operating Agreement or any law or any governmental rule, regulation or order presently binding on the Borrower or conflicts with or results in a breach of the terms, conditions or provisions of any agreement or instrument to which Borrower is now a party or by which it is bound, or constitutes a default under any of the foregoing, or results in the creation or imposition of any liens, charges, or encumbrances whatsoever upon any of the property or assets of Borrower under the terms of any instrument or agreement. (e) The execution, delivery and performance by the Borrower of this Financing and Loan Agreement and the Series 20 B Note do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any federal, state or other governmental authority or agency, not previously obtained or performed. (f) There Assuming the due authorization, execution and delivery thereof by the other parties thereto, this Loan Agreement and the Series 20 B Note have been no material defaults duly executed and delivered by any contractor or subcontractor under any contract made in connection with the construction or equipping Borrower and constitute the legal, valid and binding agreements of the ProjectBorrower, enforceable against the Borrower in accordance with their respective terms, except as may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights in general. (g) No There are no actions, suits or proceedings pending, or, to the knowledge of the Borrower, threatened, before any court, administrative agency or arbitrator which, individually or in the aggregate, might result in any material adverse change has occurred in the financial condition of the Borrower from that indicated in or might impair the financial statements, application and other information furnished ability of the Borrower to perform its obligations under this Loan Agreement or the Department in connection with this AgreementSeries 20 B Note. (h) No Event of Default event has occurred and is continuingcontinuing which with the lapse of time or the giving of notice would constitute an event of default under this Loan Agreement or the Series 20 B Note. (i) Except as may otherwise be approved by the Department or permitted by the terms hereof, the Project and the System at all times will be owned by the Borrower and will not be operated or controlled by any other entity or person. (j) The Project will be a part of the System. (k) The Loan Proceeds and funds available from the other sources specified in the Project Budget will be sufficient to pay the estimated Project Costs. (l) The Borrower has received or has commitments to obtain all funds and other financing for the Project as contemplated in the Project Budget. (m) The Borrower expects to complete the acquisition, construction and equipping of the Project on or before the projected date of November 15to be completed by 1, 2024. The Borrower expects to adhere to the estimated drawdown schedule attached hereto as Exhibit D and certified to in the "Certificate of the Borrower and Projected Drawdown Schedule of the Project" attached hereto as Exhibit F and made a part hereof. This projected date of completion is subject to an extension if such extension is mutually agreed upon by the Department and the Borrower. Noncompliance with this Section 2.1(m) may cause loan funds to become de-obligated and reallocated to other drinking water projects at the discretion of the Department20 .

Representations by Xxxxxxxx. The Borrower makes the following representations as the basis for its undertakings under this Agreement: (a) The Borrower is a duly organized and validly existing corporation in good standing under the laws of the State of Delaware. (b) The Borrower has full right, power and authority to (i) execute this Agreement and the other documents related thereto, (ii) own and operate the System, (iii) construct, acquire or equip the Project and finance the Project Costs by borrowing money for such purpose pursuant to this Agreement, and (iv) carry out and consummate all of the transactions contemplated by this Agreement. (c) All permits, licenses, registrations, certificates, authorizations and approvals required to have been obtained as of the date of signing of this Agreement have been obtained for (i) the execution by the Borrower of this Agreement, (ii) the performance and enforcement of the obligations of the Borrower thereunder, (iii) the acquisition, construction, equipping, occupation, operation and use of the Project, and (iv) the operation and use of the System. The Borrower knows of no reason why any other necessary permits or approvals cannot be obtained as required. (d) This Agreement has been executed by a duly authorized officer of the Borrower and constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with the terms of this Agreement. (e) There are not pending nor, to the best of the knowledge of the undersigned officer of the Borrower, threatened, any actions, suits, proceedings or investigations of a legal, equitable, regulatory, administrative or legislative nature, in which a judgment, order or resolution may have a material adverse effect on the Borrower, or its business, assets, condition (financial or otherwise), operations or prospects or in its ability to perform its obligations under this Agreement. (f) There have been no material defaults by any contractor or subcontractor under any contract made in connection with the construction or equipping of the Project. (g) No material adverse change has occurred in the financial condition of the Borrower from that indicated in the financial statements, application and other information furnished to the Department in connection with this Agreement. (h) No Event of Default has occurred and is continuing. (i) Except as may otherwise be approved by the Department or permitted by the terms hereof, the Project and the System at all times will be owned by the Borrower and will not be operated or controlled by any other entity or person. (j) The Project will be a part of the System. (k) The Loan Proceeds and funds available from the other sources specified in the Project Budget will be sufficient to pay the estimated Project Costs. (l) The Borrower has received or has commitments to obtain all funds and other financing for the Project as contemplated in the Project Budget. (m) The Borrower expects to complete the acquisition, construction and equipping of the Project on or before the projected date of November 15February 28, 20242027. The Borrower expects to adhere to the estimated drawdown schedule attached hereto as Exhibit D and certified to in the "Certificate of the Borrower and Projected Drawdown Schedule of the Project" attached hereto as Exhibit F and made a part hereof. This projected date of completion is subject to an extension if such extension is mutually agreed upon by the Department and the Borrower. Noncompliance with this Section 2.1(m) may cause loan funds to become de-obligated and reallocated to other drinking water projects at the discretion of the Department.

Representations by Xxxxxxxx. The Borrower makes the following representations as the basis for its undertakings under this Agreement: (a) The Borrower is a duly organized and validly existing corporation in good standing under the laws of the State of Delaware. (b) The Borrower has full right, power and authority to (i) execute this Agreement and the other documents related thereto, (ii) own and operate the System, (iii) construct, acquire or equip the Project and finance the Project Costs by borrowing money for such purpose pursuant to this Agreement, and (iv) carry out and consummate all of the transactions contemplated by this Agreement. (c) All permits, licenses, registrations, certificates, authorizations and approvals required to have been obtained as of the date of signing of this Agreement have been obtained for (i) the execution by the Borrower of this Agreement, (ii) the performance and enforcement of the obligations of the Borrower thereunder, (iii) the acquisition, construction, equipping, occupation, operation and use of the Project, and (iv) the operation and use of the System. The Borrower knows of no reason why any other necessary permits or approvals cannot be obtained as required. (d) This Agreement has been executed by a duly authorized officer of the Borrower and constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with the terms of this Agreement. (e) There are not pending nor, to the best of the knowledge of the undersigned officer of the Borrower, threatened, any actions, suits, proceedings or investigations of a legal, equitable, regulatory, administrative or legislative nature, in which a judgment, order or resolution may have a material adverse effect on the Borrower, or its business, assets, condition (financial or otherwise), operations or prospects or in its ability to perform its obligations under this Agreement. (f) There have been no material defaults by any contractor or subcontractor under any contract made in connection with the construction or equipping of the Project. (g) No material adverse change has occurred in the financial condition of the Borrower from that indicated in the financial statements, application and other information furnished to the Department in connection with this Agreement. (h) No Event of Default has occurred and is continuing. (i) Except as may otherwise be approved by the Department or permitted by the terms hereof, the Project and the System at all times will be owned by the Borrower and will not be operated or controlled by any other entity or person. (j) The Project will be a part of the System. (k) The Loan Proceeds and funds available from the other sources specified in the Project Budget will be sufficient to pay the estimated Project Costs. (l) The Borrower has received or has commitments to obtain all funds and other financing for the Project as contemplated in the Project Budget. (m) The Borrower expects to complete the acquisition, construction and equipping of the Project on or before the projected date of November 15May 31, 20242025. The Borrower expects to adhere to the estimated drawdown schedule attached hereto as Exhibit D and certified to in the "Certificate of the Borrower and Projected Drawdown Schedule of the Project" attached hereto as Exhibit F and made a part hereof. This projected date of completion is subject to an extension if such extension is mutually agreed upon by the Department and the Borrower. Noncompliance with this Section 2.1(m) may cause loan funds to become de-obligated and reallocated to other drinking water projects at the discretion of the Department.

Representations by Xxxxxxxx. The Borrower makes the following representations as the basis for its undertakings under this Agreement: (a) The Borrower is a duly organized and validly existing corporation in good standing under the laws of the State of Delaware. (b) The Borrower has full right, power and authority to (i) execute this Agreement and the other documents related thereto, (ii) own and operate the System, (iii) construct, acquire or equip the Project and finance the Project Costs by borrowing money for such purpose pursuant to this Agreement, and (iv) carry out and consummate all of the transactions contemplated by this Agreement. (c) All permits, licenses, registrations, certificates, authorizations and approvals required to have been obtained as of the date of signing of this Agreement have been obtained for for (i) the execution by the Borrower of this Agreement, (ii) the performance and enforcement of the obligations of the Borrower thereunder, (iii) the acquisition, construction, equipping, occupation, operation and use of the Project, and (iv) the operation and use of the System. The Borrower knows of no reason why any other necessary permits or approvals cannot be obtained as required. (d) This Agreement has been executed by a duly authorized officer of the Borrower and constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with the terms of this Agreement. (e) There are not pending nor, to the best of the knowledge of the undersigned officer of the Borrower, threatened, any actions, suits, proceedings or investigations of a legal, equitable, regulatory, administrative or legislative nature, in which a judgment, order or resolution may have a material adverse effect on the Borrower, or its business, assets, condition (financial or otherwise), operations or prospects or in its ability to perform its obligations under this Agreement. (f) There have been no material defaults by any contractor or subcontractor under any contract made in connection with the construction or equipping of the Project. (g) No material adverse change has occurred in the financial condition of the Borrower from that indicated in the financial statements, application and other information furnished to the Department in connection with this Agreement. (h) No Event of Default has occurred and is continuing. (i) Except as may otherwise be approved by the Department or permitted by the terms hereof, the Project and the System at all times will be owned by the Borrower and will not be operated or controlled by any other entity or person. (j) The Project will be a part of the System. (k) The Loan Proceeds and funds available from the other sources specified in the Project Budget will be sufficient to pay the estimated Project Costs. (l) The Borrower has received or has commitments to obtain all funds and other financing for the Project as contemplated in the Project Budget. (m) The Borrower expects to complete the acquisition, construction and equipping of the Project on or before the projected date of November 1530, 20242023. The Borrower expects to adhere to the estimated drawdown schedule attached hereto as Exhibit D and certified to in the "Certificate of the Borrower and Projected Drawdown Schedule of the Project" attached hereto as Exhibit F and made a part hereof. This projected date of completion is subject to an extension if such extension is mutually agreed upon by the Department and the Borrower. Noncompliance with this Section 2.1(m) may cause loan funds to become de-obligated and reallocated to other drinking water projects at the discretion of the Department.

Representations by Xxxxxxxx. The Borrower makes the following representations as the basis for its undertakings under this Agreement: (a) The Borrower is a duly organized and validly existing corporation in good standing under the laws of the State of Delaware. (b) The Borrower has full right, power and authority to (i) execute this Agreement and the other documents related thereto, (ii) own and operate the System, (iii) construct, acquire or equip the Project and finance the Project Costs by borrowing money for such purpose pursuant to this Agreement, and (iv) carry out and consummate all of the transactions contemplated by this Agreement. (c) All permits, licenses, registrations, certificates, authorizations and approvals required to have been obtained as of the date of signing of this Agreement have been obtained for for (i) the execution by the Borrower of this Agreement, (ii) the performance and enforcement of the obligations of the Borrower thereunder, (iii) the acquisition, construction, equipping, occupation, operation and use of the Project, and (iv) the operation and use of the System. The Borrower knows of no reason why any other necessary permits or approvals cannot be obtained as required. (d) This Agreement has been executed by a duly authorized officer of the Borrower and constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with the terms of this Agreement. (e) There are not pending nor, to the best of the knowledge of the undersigned officer of the Borrower, threatened, any actions, suits, proceedings or investigations of a legal, equitable, regulatory, administrative or legislative nature, in which a judgment, order or resolution may have a material adverse effect on the Borrower, or its business, assets, condition (financial or otherwise), operations or prospects or in its ability to perform its obligations under this Agreement. (f) There have been no material defaults by any contractor or subcontractor under any contract made in connection with the construction or equipping of the Project. (g) No material adverse change has occurred in the financial condition of the Borrower from that indicated in the financial statements, application and other information furnished to the Department in connection with this Agreement. (h) No Event of Default has occurred and is continuing. (i) Except as may otherwise be approved by the Department or permitted by the terms hereof, the Project and the System at all times will be owned by the Borrower and will not be operated or controlled by any other entity or person. (j) The Project will be a part of the System. (k) The Loan Proceeds and funds available from the other sources specified in the Project Budget will be sufficient to pay the estimated Project Costs. (l) The Borrower has received or has commitments to obtain all funds and other financing for the Project as contemplated in the Project Budget. (m) The Borrower expects to complete the acquisition, construction and equipping of the Project on or before the projected date of November 15September 30, 20242023. The Borrower expects to adhere to the estimated drawdown schedule attached hereto as Exhibit D and certified to in the "Certificate of the Borrower and Projected Drawdown Schedule of the Project" attached hereto as Exhibit F and made a part hereof. This projected date of completion is subject to an extension if such extension is mutually agreed upon by the Department and the Borrower. Noncompliance with this Section 2.1(m) may cause loan funds to become de-obligated and reallocated to other drinking water projects at the discretion of the Department.

Representations by Xxxxxxxx. The Borrower makes the following representations as the basis for its undertakings under this Agreement: (a) The Borrower is a duly organized and validly existing corporation in good standing under the laws of the State of Delaware. (b) The Borrower has full right, power and authority to (i) execute this Agreement and the other documents related thereto, (ii) own and operate the System, (iii) construct, acquire or equip the Project and finance the Project Costs by borrowing money for such purpose pursuant to this Agreement, and (iv) carry out and consummate all of the transactions contemplated by this Agreement. (c) All permits, licenses, registrations, certificates, authorizations and approvals required to have been obtained as of the date of signing of this Agreement have been obtained for for (i) the execution by the Borrower of this Agreement, (ii) the performance and enforcement of the obligations of the Borrower thereunder, (iii) the acquisition, construction, equipping, occupation, operation and use of the Project, and (iv) the operation and use of the System. The Borrower knows of no reason why any other necessary permits or approvals cannot be obtained as required. (d) This Agreement has been executed by a duly authorized officer of the Borrower and constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with the terms of this Agreement. (e) There are not pending nor, to the best of the knowledge of the undersigned officer of the Borrower, threatened, any actions, suits, proceedings or investigations of a legal, equitable, regulatory, administrative or legislative nature, in which a judgment, order or resolution may have a material adverse effect on the Borrower, or its business, assets, condition (financial or otherwise), operations or prospects or in its ability to perform its obligations under this Agreement. (f) There have been no material defaults by any contractor or subcontractor under any contract made in connection with the construction or equipping of the Project. (g) No material adverse change has occurred in the financial condition of the Borrower from that indicated in the financial statements, application and other information furnished to the Department in connection with this Agreement. (h) No Event of Default has occurred and is continuing. (i) Except as may otherwise be approved by the Department or permitted by the terms hereof, the Project and the System at all times will be owned by the Borrower and will not be operated or controlled by any other entity or person. (j) The Project will be a part of the System. (k) The Loan Proceeds and funds available from the other sources specified in the Project Budget will be sufficient to pay the estimated Project Costs. (l) The Borrower has received or has commitments to obtain all funds and other financing for the Project as contemplated in the Project Budget. (m) The Borrower expects to complete the acquisition, construction and equipping of the Project on or before the projected date of November 15May 31, 20242023. The Borrower expects to adhere to the estimated drawdown schedule attached hereto as Exhibit D and certified to in the "Certificate of the Borrower and Projected Drawdown Schedule of the Project" attached hereto as Exhibit F and made a part hereof. This projected date of completion is subject to an extension if such extension is mutually agreed upon by the Department and the Borrower. Noncompliance with this Section 2.1(m) may cause loan funds to become de-obligated and reallocated to other drinking water projects at the discretion of the Department.

Representations by Xxxxxxxx. The Borrower makes the following representations as the basis for its undertakings under this Agreement: (a) The Borrower is a duly organized and validly existing corporation in good standing under the laws of the State of Delaware. (b) The Borrower has full right, power and authority to (i) execute this Agreement and the other documents related thereto, (ii) own and operate the System, (iii) construct, acquire or equip the Project and finance the Project Costs by borrowing money for such purpose pursuant to this Agreement, and (iv) carry out and consummate all of the transactions contemplated by this Agreement. (c) All permits, licenses, registrations, certificates, authorizations and approvals required to have been obtained as of the date of signing of this Agreement have been obtained for for (i) the execution by the Borrower of this Agreement, (ii) the performance and enforcement of the obligations of the Borrower thereunder, (iii) the acquisition, construction, equipping, occupation, operation and use of the Project, and (iv) the operation and use of the System. The Borrower knows of no reason why any other necessary permits or approvals cannot be obtained as required. (d) This Agreement has been executed by a duly authorized officer of the Borrower and constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with the terms of this Agreement. (e) There are not pending nor, to the best of the knowledge of the undersigned officer of the Borrower, threatened, any actions, suits, proceedings or investigations of a legal, equitable, regulatory, administrative or legislative nature, in which a judgment, order or resolution may have a material adverse effect on the Borrower, or its business, assets, condition (financial or otherwise), operations or prospects or in its ability to perform its obligations under this Agreement. (f) There have been no material defaults by any contractor or subcontractor under any contract made in connection with the construction or equipping of the Project. (g) No material adverse change has occurred in the financial condition of the Borrower from that indicated in the financial statements, application and other information furnished to the Department in connection with this Agreement. (h) No Event of Default has occurred and is continuing. (i) Except as may otherwise be approved by the Department or permitted by the terms hereof, the Project and the System at all times will be owned by the Borrower and will not be operated or controlled by any other entity or person. (j) The Project will be a part of the System. (k) The Loan Proceeds and funds available from the other sources specified in the Project Budget will be sufficient to pay the estimated Project Costs. (l) The Borrower has received or has commitments to obtain all funds and other financing for the Project as contemplated in the Project Budget. (m) The Borrower expects to complete the acquisition, construction and equipping of the Project on or before the projected date of November 15April 30, 20242026. The Borrower expects to adhere to the estimated drawdown schedule attached hereto as Exhibit D and certified to in the "Certificate of the Borrower and Projected Drawdown Schedule of the Project" attached hereto as Exhibit F and made a part hereof. This projected date of completion is subject to an extension if such extension is mutually agreed upon by the Department and the Borrower. Noncompliance with this Section 2.1(m) may cause loan funds to become de-obligated and reallocated to other drinking water projects at the discretion of the Department.

Representations by Xxxxxxxx. The Borrower makes the following representations as the basis for its undertakings under this Agreement: (a) The Borrower is a duly organized and validly existing corporation in good standing under the laws of the State of Delaware. (b) The Borrower has full right, power and authority to (i) execute this Agreement and the other documents related thereto, (ii) own and operate the System, (iii) construct, acquire or equip the Project and finance the Project Costs by borrowing money for such purpose pursuant to this Agreement, and (iv) carry out and consummate all of the transactions contemplated by this Agreement. (c) All permits, licenses, registrations, certificates, authorizations and approvals required to have been obtained as of the date of signing of this Agreement have been obtained for for (i) the execution by the Borrower of this Agreement, (ii) the performance and enforcement of the obligations of the Borrower thereunder, (iii) the acquisition, construction, equipping, occupation, operation and use of the Project, and (iv) the operation and use of the System. The Borrower knows of no reason why any other necessary permits or approvals cannot be obtained as required. (d) This Agreement has been executed by a duly authorized officer of the Borrower and constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with the terms of this Agreement. (e) There are not pending nor, to the best of the knowledge of the undersigned officer of the Borrower, threatened, any actions, suits, proceedings or investigations of a legal, equitable, regulatory, administrative or legislative nature, in which a judgment, order or resolution may have a material adverse effect on the Borrower, or its business, assets, condition (financial or otherwise), operations or prospects or in its ability to perform its obligations under this Agreement. (f) There have been no material defaults by any contractor or subcontractor under any contract made in connection with the construction or equipping of the Project. (g) No material adverse change has occurred in the financial condition of the Borrower from that indicated in the financial statements, application and other information furnished to the Department in connection with this Agreement. (h) No Event of Default has occurred and is continuing. (i) Except as may otherwise be approved by the Department or permitted by the terms hereof, the Project and the System at all times will be owned by the Borrower and will not be operated or controlled by any other entity or person. (j) The Project will be a part of the System. (k) The Loan Proceeds and funds available from the other sources specified in the Project Budget will be sufficient to pay the estimated Project Costs. (l) The Borrower has received or has commitments to obtain all funds and other financing for the Project as contemplated in the Project Budget. (m) The Borrower expects to complete the acquisition, construction and equipping of the Project on or before the projected date of November 15June 30, 2024. The Borrower expects to adhere to the estimated drawdown schedule attached hereto as Exhibit D and certified to in the "Certificate of the Borrower and Projected Drawdown Schedule of the Project" attached hereto as Exhibit F and made a part hereof. This projected date of completion is subject to an extension if such extension is mutually agreed upon by the Department and the Borrower. Noncompliance with this Section 2.1(m) may cause loan funds to become de-obligated and reallocated to other drinking water projects at the discretion of the Department.

Representations by Xxxxxxxx. The Borrower makes the following representations as the basis for its undertakings under this Agreement: (a) The Borrower is a duly organized and validly existing corporation in good standing under the laws of the State of Delaware. (b) The Borrower has full right, power and authority to (i) execute this Agreement and the other documents related thereto, (ii) own and operate the System, (iii) construct, acquire or equip the Project and finance the Project Costs by borrowing money for such purpose pursuant to this Agreement, and (iv) carry out and consummate all of the transactions contemplated by this Agreement. (c) All permits, licenses, registrations, certificates, authorizations and approvals required to have been obtained as of the date of signing of this Agreement have been obtained for for (i) the execution by the Borrower of this Agreement, (ii) the performance and enforcement of the obligations of the Borrower thereunder, (iii) the acquisition, construction, equipping, occupation, operation and use of the Project, and (iv) the operation and use of the System. The Borrower knows of no reason why any other necessary permits or approvals cannot be obtained as required. (d) This Agreement has been executed by a duly authorized officer of the Borrower and constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with the terms of this Agreement. (e) There are not pending nor, to the best of the knowledge of the undersigned officer of the Borrower, threatened, any actions, suits, proceedings or investigations of a legal, equitable, regulatory, administrative or legislative nature, in which a judgment, order or resolution may have a material adverse effect on the Borrower, or its business, assets, condition (financial or otherwise), operations or prospects or in its ability to perform its obligations under this Agreement. (f) There have been no material defaults by any contractor or subcontractor under any contract made in connection with the construction or equipping of the Project. (g) No material adverse change has occurred in the financial condition of the Borrower from that indicated in the financial statements, application and other information furnished to the Department in connection with this Agreement. (h) No Event of Default has occurred and is continuing. (i) Except as may otherwise be approved by the Department or permitted by the terms hereof, the Project and the System at all times will be owned by the Borrower and will not be operated or controlled by any other entity or person. (j) The Project will be a part of the System. (k) The Loan Proceeds and funds available from the other sources specified in the Project Budget will be sufficient to pay the estimated Project Costs. (l) The Borrower has received or has commitments to obtain all funds and other financing for the Project as contemplated in the Project Budget. (m) The Borrower expects to complete the acquisition, construction and equipping of the Project on or before the projected date of November 15June 30, 20242025. The Borrower expects to adhere to the estimated drawdown schedule attached hereto as Exhibit D and certified to in the "Certificate of the Borrower and Projected Drawdown Schedule of the Project" attached hereto as Exhibit F and made a part hereof. This projected date of completion is subject to an extension if such extension is mutually agreed upon by the Department and the Borrower. Noncompliance with this Section 2.1(m) may cause loan funds to become de-obligated and reallocated to other drinking water projects at the discretion of the Department.

Representations by Xxxxxxxx. The Borrower makes the following representations as the basis for its undertakings under this Agreementhereunder: (a) The Borrower is a nonstock corporation duly organized and organized, validly existing corporation and in good standing under in the laws Commonwealth of Virginia, has the State power and authority to own and operate its properties, including the Facilities, and to enter into the Financing Instruments to which it is a party and the transactions contemplated thereby and to perform its obligations thereunder, and by proper action has duly authorized the execution, delivery and performance of Delawaresuch Financing Instruments. (b) The loan to the Borrower has full right, power and authority of the proceeds from the sale of the Series 20222023 Bonds by the Authority will constitute an inducement to (i) execute this Agreement the Borrower to maintain the facilities financed with the proceeds of the Series 20222023 Bonds in the City and the other documents related theretoCounty, (ii) own and operate which will provide improved residential facilities for the System, (iii) construct, acquire or equip the Project and finance the Project Costs by borrowing money for such purpose pursuant to this Agreement, and (iv) carry out and consummate all use of the transactions contemplated by this Agreementinhabitants of the City and the County and the Commonwealth of Virginia and promote their welfare. (c) All permitsThe Borrower intends to operate the Facilities, licensesor cause such to be operated, registrations, certificates, authorizations as facilities for the residence and approvals required to have been obtained as care of the date of signing of this Agreement have been obtained for (i) aged until the execution by the Borrower of this Agreement, (ii) the performance and enforcement Payment of the obligations of the Borrower thereunder, (iii) the acquisition, construction, equipping, occupation, operation and use of the Project, and (iv) the operation and use of the System. The Borrower knows of no reason why any other necessary permits or approvals cannot be obtained as requiredBonds. (d) This Agreement has been executed by a duly authorized officer No litigation at law or in equity or any proceeding before any governmental agency involving the Borrower is pending or, to the knowledge of the Borrower, threatened in which any liability of the Borrower and constitutes is not adequately covered by insurance or in which any judgment or order would have a material adverse effect upon the legal, valid and binding obligation business or assets of the Borrower enforceable against Borrower, its ability to do business, the financing of the Plan of Finance, the validity of the Financing Instruments to which the Borrower in accordance with is a party or the terms performance of this Agreementits obligations thereunder. (e) There are The execution and delivery of, and compliance by the Borrower with the terms and conditions of, the Financing Instruments to which it is a party will not pending nor, to the best of the knowledge of the undersigned officer of the Borrower, threatened, any actions, suits, proceedings or investigations of a legal, equitable, regulatory, administrative or legislative nature, in which a judgment, order or resolution may have a material adverse effect on the Borrowerconflict with, or its businessconstitute or result in a default under or violation of, assets, condition (financial or otherwise), operations or prospects or in its ability to perform its obligations under this Agreement. (f) There have been no material defaults by any contractor or subcontractor under any contract made in connection with the construction or equipping of the Project. (g) No material adverse change has occurred in the financial condition of the Borrower from that indicated in the financial statements, application and other information furnished to the Department in connection with this Agreement. (h) No Event of Default has occurred and is continuing. (i) Except as may otherwise be approved by the Department Borrower's articles of incorporation or permitted by the terms hereofbylaws, the Project and the System at all times will be owned by (ii) any agreement or other instrument to which the Borrower and will not be operated is a party or controlled by any other entity which it or person. (j) The Project will be a part of the System. (k) The Loan Proceeds and funds available from the other sources specified in the Project Budget will be sufficient to pay the estimated Project Costs. (l) The Borrower has received or has commitments to obtain all funds and other financing for the Project as contemplated in the Project Budget. (m) The Borrower expects to complete the acquisitionits property is bound, construction and equipping of the Project on or before the projected date of November 15, 2024. The Borrower expects to adhere to the estimated drawdown schedule attached hereto as Exhibit D and certified to in the "Certificate of the Borrower and Projected Drawdown Schedule of the Project" attached hereto as Exhibit F and made a part hereof. This projected date of completion is subject to an extension if such extension is mutually agreed upon by the Department and the Borrower. Noncompliance with this Section 2.1(m) may cause loan funds to become de-obligated and reallocated to other drinking water projects at the discretion of the Department.or

Representations by Xxxxxxxx. The Borrower makes the following representations as the basis for its undertakings under this Agreement: (a) The Borrower is a duly organized and validly existing corporation in good standing under the laws of the State of Delaware. (b) The Borrower has full right, power and authority to (i) execute this Agreement and the other documents related thereto, (ii) own and operate the System, (iii) construct, acquire or equip the Project and finance the Project Costs by borrowing money for such purpose pursuant to this Agreement, and (iv) carry out and consummate all of the transactions contemplated by this Agreement. (c) All permits, licenses, registrations, certificates, authorizations and approvals required to have been obtained as of the date of signing of this Agreement have been obtained for for (i) the execution by the Borrower of this Agreement, (ii) the performance and enforcement of the obligations of the Borrower thereunder, (iii) the acquisition, construction, equipping, occupation, operation and use of the Project, and (iv) the operation and use of the System. The Borrower knows of no reason why any other necessary permits or approvals cannot be obtained as required. (d) This Agreement has been executed by a duly authorized officer of the Borrower and constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with the terms of this Agreement. (e) There are not pending nor, to the best of the knowledge of the undersigned officer of the Borrower, threatened, any actions, suits, proceedings or investigations of a legal, equitable, regulatory, administrative or legislative nature, in which a judgment, order or resolution may have a material adverse effect on the Borrower, or its business, assets, condition (financial or otherwise), operations or prospects or in its ability to perform its obligations under this Agreement. (f) There have been no material defaults by any contractor or subcontractor under any contract made in connection with the construction or equipping of the Project. (g) No material adverse change has occurred in the financial condition of the Borrower from that indicated in the financial statements, application and other information furnished to the Department in connection with this Agreement. (h) No Event of Default has occurred and is continuing. (i) Except as may otherwise be approved by the Department or permitted by the terms hereof, the Project and the System at all times will be owned by the Borrower and will not be operated or controlled by any other entity or person. (j) The Project will be a part of the System. (k) The Loan Proceeds and funds available from the other sources specified in the Project Budget will be sufficient to pay the estimated Project Costs. (l) The Borrower has received or has commitments to obtain all funds and other financing for the Project as contemplated in the Project Budget. (m) The Borrower expects to complete the acquisition, construction and equipping of the Project on or before the projected date of November 15June 30, 20242023. The Borrower expects to adhere to the estimated drawdown schedule attached hereto as Exhibit D and certified to in the "Certificate of the Borrower and Projected Drawdown Schedule of the Project" attached hereto as Exhibit F and made a part hereof. This projected date of completion is subject to an extension if such extension is mutually agreed upon by the Department and the Borrower. Noncompliance with this Section 2.1(m) may cause loan funds to become de-obligated and reallocated to other drinking water projects at the discretion of the Department.

Representations by Xxxxxxxx. The Borrower makes the following representations as the basis for its undertakings under this Agreement: (a) The Borrower is a duly organized and validly existing corporation in good standing under the laws of the State of Delaware. (b) The Borrower has full right, power and authority to (i) execute this Agreement and the other documents related thereto, (ii) own and operate the System, (iii) construct, acquire or equip the Project and finance the Project Costs by borrowing money for such purpose pursuant to this Agreement, and (iv) carry out and consummate all of the transactions contemplated by this Agreement. (c) All permits, licenses, registrations, certificates, authorizations and approvals required to have been obtained as of the date of signing of this Agreement have been obtained for for (i) the execution by the Borrower of this Agreement, (ii) the performance and enforcement of the obligations of the Borrower thereunder, (iii) the acquisition, construction, equipping, occupation, operation and use of the Project, and (iv) the operation and use of the System. The Borrower knows of no reason why any other necessary permits or approvals cannot be obtained as required. (d) This Agreement has been executed by a duly authorized officer of the Borrower and constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with the terms of this Agreement. (e) There are not pending nor, to the best of the knowledge of the undersigned officer of the Borrower, threatened, any actions, suits, proceedings or investigations of a legal, equitable, regulatory, administrative or legislative nature, in which a judgment, order or resolution may have a material adverse effect on the Borrower, or its business, assets, condition (financial or otherwise), operations or prospects or in its ability to perform its obligations under this Agreement. (f) There have been no material defaults by any contractor or subcontractor under any contract made in connection with the construction or equipping of the Project. (g) No material adverse change has occurred in the financial condition of the Borrower from that indicated in the financial statements, application and other information furnished to the Department in connection with this Agreement. (h) No Event of Default has occurred and is continuing. (i) Except as may otherwise be approved by the Department or permitted by the terms hereof, the Project and the System at all times will be owned by the Borrower and will not be operated or controlled by any other entity or person. (j) The Project will be a part of the System. (k) The Loan Proceeds and funds available from the other sources specified in the Project Budget will be sufficient to pay the estimated Project Costs. (l) The Borrower has received or has commitments to obtain all funds and other financing for the Project as contemplated in the Project Budget. (m) The Borrower expects to complete the acquisition, construction and equipping of the Project on or before has been completed and the projected date Borrower intends to use proceeds of November 15, 2024the Loan to reimburse itself for prior expenditures made to complete the Project. The Borrower expects to adhere to the estimated drawdown schedule attached hereto as Exhibit D and certified to in the "Certificate of the Borrower and Projected Drawdown Schedule of the Project" attached hereto as Exhibit F and made a part hereof. This projected The final maturity date of completion is subject to an extension if such extension is mutually agreed upon by the Department and the Borrower. Noncompliance with this Section 2.1(m) may cause loan funds to become de-obligated and reallocated to other drinking water projects at the discretion for repayment in full of the DepartmentLoan will be based upon the Closing Date, as more fully described in the Note.