Common use of Conditions Precedent to Purchase of the Local Bond Clause in Contracts

Conditions Precedent to Purchase of the Local Bond. VRA shall not be required to cause the Trustee to purchase the Local Bond unless: (a) VRA has received the following, all in form and substance satisfactory to VRA: (1) Certified copies of the Local Authorization and all other ordinances and resolutions of the Local Government relating to the Local Bond Documents and the Local Bond, if any. (2) A certificate of the appropriate officials of the Local Government dated the Closing Date as to the matters set forth in Section 2.2 and Section 2.3 (to the extent applicable), including appropriate certifications regarding the Local Bond Documents, and such other matters as VRA may reasonably require. (3) Evidence that the Local Government has performed and satisfied all of the terms and conditions contained in this Agreement to be performed and satisfied by it as of such date. (4) An opinion of counsel to the Local Government in substantially the form attached as Exhibit F. (5) An opinion of bond counsel to the Local Government in form and substance reasonably satisfactory to VRA. (6) Evidence that the Local Government has complied with the insurance provisions set forth in Section 8.1 and Section 8.2. (7) The executed Local Bond and original executed counterparts of the Local Tax Document. (8) A certificate of the Consulting Engineer giving the Consulting Engineer's estimate of the construction portion of the total Project Costs to be financed with the proceeds of the Local Bond, which estimate must be in an amount and otherwise compatible with the financing plan described in the Project Budget. (9) A certificate of the Consulting Engineer (i) to the effect that the Purchase Price and funds available from the other sources specified in the Project Budget will be sufficient to pay the construction portion of the estimated Project Costs and (ii) specifying the date the Local Government is expected to complete the Project. (10) A certificate of the Consulting Engineer to the effect that (i) all governmental permits, licenses, registrations, certificates, authorizations and approvals for the undertaking of the Project, as enumerated in the certificate, required to have been obtained as of the Closing Date have been obtained and (ii) the Consulting Engineer knows of no reason why any such required governmental permits, licenses, registrations, certificates, authorizations and approvals for the undertaking of the Project, as enumerated in the certificate, cannot be obtained as required in the future. (11) Evidence that the Local Government is in compliance with the construction contract provisions set forth in Section 4.4 with respect to any existing contracts as of the Closing Date. (12) The Local Government's final audited financial statements for the fiscal year that ended June 30, 2024. (13) Such other documentation, certificates and opinions as VRA may reasonably require as set forth in Schedule 1.1. (b) The initial purchasers of the Related Series of VRA Bonds have paid in full and VRA has accepted the purchase price for the Related Series of VRA Bonds on the Closing Date. It is understood that the sole source of funds to pay the Purchase Price is a portion of the proceeds of the Related Series of VRA Bonds.

Conditions Precedent to Purchase of the Local Bond. VRA The Authority shall not be required to cause make the Trustee loan to the Borrower and purchase the Local Bond unless: (a) VRA has unless the Authority shall have received the following, all in form and substance satisfactory to VRAthe Authority: (1a) Certified copies The Local Bond and the Support Agreement. (b) A certified copy of the Local Authorization and all other ordinances and resolutions of the Local Government relating to the Local Bond Documents and the Local Bond, if anyResolution. (2c) An original executed counterpart of this Agreement. (d) A certificate of the appropriate officials of the Local Government dated the Closing Date Borrower as to the matters set forth in Section 2.2 and Section 2.3 (to the extent applicable), including appropriate certifications regarding the Local Bond Documents, 2.1 and such other matters as VRA the Authority may reasonably require. (3e) If required by the Authority, (i) a contract or contracts for the construction, acquisition, equipping and/or undertaking of the Project, which are acceptable to the Authority as to form and content, or (ii) the Consulting Engineer’s estimate of the total Project Costs to be financed with the Local Bond Proceeds. Such contracts or estimates must be in an amount and otherwise compatible with the financing plan described in the Project Budget. (f) If required by the Authority, a certificate of the Consulting Engineer to the effect that in the opinion of the Consulting Engineer, (i) the Project is for the benefit of the Airport, and (ii) the Local Bond Proceeds and funds available from the other sources specified in the Project Budget will be sufficient to pay the estimated Project Costs. (g) If required by the Authority, a certificate of the Consulting Engineer as to the date the Borrower is expected to complete the Project. (h) A certificate, including supporting documentation, of a Qualified Independent Consultant that in the opinion of the Qualified Independent Consultant, during the first two complete Fiscal Years of the Borrower following completion of the Project, the projected Net Revenues Available for Debt Service will satisfy the rate covenant made by the Borrower in Section 5.1(b). In providing this certificate, the Qualified Independent Consultant may take into consideration future rate increases for the use of and for services furnished or to be furnished by the Airport, provided that such rate increases have been duly approved by the governing body of the Borrower and any other person or entity required to give approval for the rate increase to become effective. In addition, the Qualified Independent Consultant may take into consideration additional future revenues to be derived under existing contractual arrangements entered into by the Borrower. (i) Evidence satisfactory to the Authority that all governmental permits, licenses, registrations, certificates, authorizations and approvals for the Project required to have been obtained as of the date of the delivery of this Agreement have been obtained and (ii) a statement of the Consulting Engineer that he knows of no reason why any future required governmental permits, licenses, registrations, certificates, authorizations and approvals cannot be obtained as needed. (j) Evidence satisfactory to the Authority that the Local Government Borrower has obtained or has made arrangements satisfactory to the Authority to obtain any funds or other financing for the Project as contemplated in the Project Budget. (k) Evidence satisfactory to the Authority that the Borrower has performed and satisfied all of the terms and conditions contained in this Agreement to be performed and satisfied by it as of such date. (4l) An Opinion of Bond Counsel, substantially in the form of Exhibit D, addressed to the Fund and the Authority. (m) An opinion of counsel to the Local Government in substantially the form attached as Exhibit F. (5) An opinion of bond counsel to the Local Government Borrower in form and substance reasonably satisfactory to VRAthe Authority. (6n) Evidence satisfactory to the Authority that the Local Government Borrower has complied with the insurance provisions set forth in Section 8.1 Sections 9.1 and Section 8.29.2 hereof. (7o) The executed Local Bond and original executed counterparts Evidence satisfactory to the Authority that the Borrower has complied with the requirements for the issuance of its revenue bonds under the applicable laws of the Commonwealth. (p) Evidence satisfactory to the Authority that the Borrower has satisfied all conditions precedent to the issuance of the Local Tax DocumentBond as a “Parity Bond” under the financing agreements for the Existing Parity Bonds, if any. (8) A certificate of the Consulting Engineer giving the Consulting Engineer's estimate of the construction portion of the total Project Costs to be financed with the proceeds of the Local Bond, which estimate must be in an amount and otherwise compatible with the financing plan described in the Project Budget. (9) A certificate of the Consulting Engineer (i) to the effect that the Purchase Price and funds available from the other sources specified in the Project Budget will be sufficient to pay the construction portion of the estimated Project Costs and (ii) specifying the date the Local Government is expected to complete the Project. (10) A certificate of the Consulting Engineer to the effect that (i) all governmental permits, licenses, registrations, certificates, authorizations and approvals for the undertaking of the Project, as enumerated in the certificate, required to have been obtained as of the Closing Date have been obtained and (ii) the Consulting Engineer knows of no reason why any such required governmental permits, licenses, registrations, certificates, authorizations and approvals for the undertaking of the Project, as enumerated in the certificate, cannot be obtained as required in the future. (11) Evidence that the Local Government is in compliance with the construction contract provisions set forth in Section 4.4 with respect to any existing contracts as of the Closing Date. (12) The Local Government's final audited financial statements for the fiscal year that ended June 30, 2024. (13q) Such other documentation, resolutions, certificates and legal opinions as VRA the Authority may reasonably require as set forth in Schedule 1.1. (b) The initial purchasers of require, including an opinion from counsel acceptable to the Related Series of VRA Bonds have paid in full and VRA has accepted the purchase price for the Related Series of VRA Bonds on the Closing Date. It is understood Authority that the sole source of funds Support Agreement is valid and enforceable against the Borrower, subject to pay the Purchase Price is a portion of the proceeds of the Related Series of VRA Bondsusual and customary qualifications.

Conditions Precedent to Purchase of the Local Bond. VRA shall not be required to cause the Trustee to purchase the Local Bond unless: VRA: (a) VRA has received the following, all in form and substance satisfactory to VRA:to (1) Certified copies of the Local Authorization and all other ordinances and resolutions of the Local Government relating to the Local Bond Documents and the Local Bond, if any. (2) A certificate of the appropriate officials of the Local Government dated the Closing Date as to the matters set forth in Section 2.2 and Section 2.3 (to the extent applicable), including appropriate certifications regarding the Local Bond Documents, and such other matters as VRA may reasonably require. (3) Evidence that the Local Government has performed and satisfied all of the terms and conditions contained in this Agreement to be performed and satisfied by it as of such date. (4) An opinion of counsel to the Local Government in substantially the form attached as Exhibit F. (5) An opinion of bond counsel to the Local Government in form and substance reasonably satisfactory to VRA. (6) Evidence that the Local Government has complied with the insurance provisions set forth in Section 8.1 and Section 8.2. (7) The executed Local Bond and original executed counterparts of the Local Tax Document. (8) A certificate of the Consulting Engineer giving the Consulting Engineer's estimate of the construction portion of the total Project Costs to be financed with the proceeds of the Local Bond, which estimate must be in an amount and otherwise compatible with the financing plan described in the Project Budget. (9) A certificate of the a Consulting Engineer (i) to the effect that the Purchase Price and funds available from the other sources specified in the Project Budget will be sufficient to pay the construction portion all of the estimated Project Costs and (ii) specifying the date the Local Government is expected to complete the Project. (10) A certificate of the Consulting Engineer to the effect that (i) all governmental permits, licenses, registrations, certificates, authorizations and approvals for the undertaking of the Project, as enumerated in the certificate, Project required to have been obtained as of the Closing Date have been obtained and (ii) the Consulting Engineer knows of no reason why any such required governmental permits, licenses, registrations, certificates, authorizations and approvals for the undertaking of the Project, as enumerated in the certificate, Project cannot be obtained as required in the future. (11) Evidence that the Local Government is in compliance with the construction contract provisions set forth in Section 4.4 7.8 with respect to any existing contracts as of the Closing Date. (12) The Local Government's final audited financial statements for the fiscal year that ended June 30, 2024. (13) Such other documentation, certificates and opinions as VRA may reasonably require as set forth in Schedule 1.1. (b) The initial purchasers of the Related Series of VRA Bonds have paid in full and VRA has accepted the purchase price for the Related Series of VRA Bonds on the Closing Date. It is understood that the sole source of funds to pay the Purchase Price is a portion of the proceeds of the Related Series of VRA Bonds.

Conditions Precedent to Purchase of the Local Bond. VRA shall not be required to cause the Trustee to purchase the Local Bond unless: (a) VRA has received the following, all in form and substance satisfactory to VRA: (1) Certified copies of the Local Authorization and all other ordinances and resolutions of the Local Government relating to the Local Bond Documents and the Local Bond, if any. (2) A certificate of the appropriate officials of the Local Government dated the Closing Date as to the matters set forth in Section 2.2 and Section 2.3 (to the extent applicable)2.2, including appropriate certifications regarding the Local Bond Documents, and such other matters as VRA may reasonably require. (3) Evidence that the Local Government has performed and satisfied all of the terms and conditions contained in this Agreement to be performed and satisfied by it as of such date. (4) An opinion of counsel to the Local Government in substantially the form attached as Exhibit F. (5) An opinion of bond counsel to the Local Government in form and substance reasonably satisfactory to VRA. (6) Evidence that the Local Government has complied with the insurance provisions set forth in Section 8.1 and Section 8.2. (7) The executed Local Bond and original executed counterparts of the Local Tax Document. (8) A certificate of the Consulting Outside Engineer giving the Consulting Outside Engineer's estimate of the construction portion of the total Project Costs to be financed with the proceeds of the Local Bond, which estimate must be in an amount and otherwise compatible with the financing plan described in the Project Budget. (9) A certificate of the Consulting Outside Engineer (i) to the effect that the Purchase Price and funds available from the other sources specified in the Project Budget will be sufficient to pay the construction portion all of the estimated Project Costs and (ii) specifying the date the Local Government is expected to complete the Project. (10) A certificate of the Outside Engineer to the effect that the Related Financed Property will be part of the System. (11) A certificate of an Outside Engineer or a Qualified Independent Consultant, including supporting documentation, to the effect that during the first two complete Fiscal Years following the estimated completion date of the Project, the projected Net Revenues Available for Debt Service will satisfy the Local Government's rate covenant under Section 5.2(a). In providing this certificate, the Consulting Engineer or Qualified Independent Consultant may take into consideration future System rate increases, provided that such rate increases have been duly approved by the Local Government's governing body and any other person or entity required to give approval for the rate increase to become effective. In addition, the Consulting Engineer or Qualified Independent Consultant may take into consideration additional future revenues to be derived under existing contractual arrangements entered into by the Local Government and from reasonable estimates of growth in the Local Government's consumer base. (12) A certificate of the Outside Engineer to the effect that (i) all governmental permits, licenses, registrations, certificates, authorizations and approvals for the undertaking of the Project, as enumerated in Project and the certificate, operation and use of the System required to have been obtained as of the Closing Date have been obtained and (ii) the Consulting Outside Engineer knows of no reason why any such required governmental permits, licenses, registrations, certificates, authorizations and approvals for the undertaking of the Project, as enumerated in Project and the certificate, operation and use of the System cannot be obtained as required in the future. (1113) Evidence that the Local Government is in compliance with the construction contract provisions set forth in Section 4.4 7.13 with respect to any existing contracts as of the Closing Date. (1214) The Local Government's final audited financial statements for A certified copy of the fiscal year that ended June 30, 2024resolution adopted by the governing body of each of Roanoke and Salem relating to the Support Agreements. (1315) Such other documentation, certificates and opinions as VRA may reasonably require as set forth in Schedule 1.1. (b) The initial purchasers of the Related Series of VRA Bonds have paid in full and VRA has accepted the purchase price for the Related Series of VRA Bonds on the Closing Date. It is understood that the sole source of funds to pay the Purchase Price is a portion of the proceeds of the Related Series of VRA Bonds.