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thereto in making its investment decision with respect to the Lease Agreement, and the <br />Purchaser has had the opportunity to ask questions of and receive answers from knowledgeable <br />individuals concerning the City and the Lease Agreement. The Purchaser is able and willing to <br />bear the economic risk of the purchase and ownership of the rights, title and interest of the <br />Authority 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. The Purchaser agrees <br />that it will comply with any applicable state and federal securities laws then in effect with <br />respect to any disposition of the Lease Agreement by it, and further acknowledges that an <br />current exemption from registration of the Lease Agreement does not affect or diminish such <br />requirements. <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 />(f) 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. <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 <br />that the City has agreed to provide other ongoing information to the Purchaser. <br />By— <br />Name <br />Title <br />Exhibit B <br />Page 2 <br />80A -117 <br />