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not acting in a broker-dealer capacity in connection with its purchase of the rights, title and <br /> interest of the Authority under the Lease Agreement. <br /> (c) As a sophisticated investor, the Purchaser has made its own credit inquiry and <br /> analysis with respect to the City and the Lease Agreement and has made an independent credit <br /> decision based upon such inquiry and analysis and in reliance on the truth, accuracy, and <br /> completeness of the representations and warranties of the City set forth in the Lease Agreement <br /> and in the information set forth in any materials submitted to the Purchaser by the City. The City <br /> has furnished to the Purchaser all the information which the Purchaser, as a reasonable investor, <br /> has requested of the City as a result of the Purchaser having attached significance thereto in <br /> rnaking its investment decision with respect to the Lease Agreement, and the Purchaser has had <br /> the opportunity to ask questions of and receive answers from knowledgeable individuals <br /> concerning the City and the Lease Agreement. The Purchaser is able and willing to bear the <br /> economic risk of the purchase and ownership of the rights, title and interest of the Authority <br /> under the Lease Agreement. <br /> (d) The Purchaser understands that the Lease Agreement has not been registered under <br /> the United States Securities Act of 1933 or under any state securities laws, and is not registered <br /> or otherwise qualified for sale under the "blue sky" laws and regulations of any state. The <br /> Purchaser agrees that it will comply with any applicable state and federal securities laws then in <br /> effect with respect to any disposition of its rights with respect to the Lease Agreement by it, and <br /> further acknowledges that any current exemption from registration of the Lease Agreement does <br /> not affect or diminish such requirements. The Purchaser further acknowledges that it is <br /> responsible for consulting with its advisors concerning any obligations, including,but not limited <br /> to, any obligations pursuant to federal and state securities and income tax laws, it may have with <br /> respect to subsequent assignees of the Lease Payments if and when any such future disposition of <br /> the Lease Payments may occur. <br /> (e) The Purchaser has authority to purchase the rights, title and interest of the Authority <br /> under the Lease Agreement and to execute any instruments and documents required to be <br /> executed by the Purchaser in connection with the purchase of the rights, title and interest of the <br /> Authority under the Lease Agreement. The undersigned is a duly appointed, qualified, and <br /> acting officer of the Purchaser and is authorized to cause the Purchaser to make the <br /> representations and warranties contained herein on behalf of the Purchaser. <br /> (fl The Purchaser acknowledges that rights, title and interest of the Authority under the <br /> Lease Agreement are transferable with certain requirements, as described in the Lease <br /> Agreement. The Assignee shall not assign or offer the Lease Agreement, or any participation <br /> therein, for sale or transfer without complying with aIl applicable securities laws. <br /> (g) The Purchaser acknowledges that the Lease Agreement is exempt from the <br /> requirements of Rule 15c2-12 of the Securities and Exchange Commission and that the City has <br /> not undertaken to provide any continuing disclosure with respect to the Lease Agreement but that <br /> the City has agreed to provide other ongoing information to the Purchaser. <br /> B-2 <br />