07 - Laserfiche WebLink

(a) The Purchaser is validly organized and existing under the laws of the United States of America, (b) This Purchase Contract constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights and by the application of equitable principles and by the exercise of judicial discretion in appropriate cases, (c) The Purchaser is a Qualified Institutional Buyer within the meaning of Rule 144A promulgated under the Securities Act of 1933, as amended, (d) The Purchaser is not purchasing the Bonds for more than one account, is purchasing the Bonds for its own account and is not purchasing the Bonds with a view to distributing the Bonds, (e) The Purchaser understands and acknowledges that it is purchasing all of the Bonds and, therefore, the Bonds are being sold to no more than 35 purchasers, each of which is a Qualified Institutional Buyer and each of which is purchasing the Bonds for no more than one account, (f) The Purchaser has sufficient knowledge and experience in financial and business matters, including the purchase and ownership of municipal bonds and other tax-exempt obligations similar to the Bonds, to be capable of evaluating the merits and risks of an investment in the Bonds, and the Purchaser is able to bear the economic risks of such an investment, (g) The Purchaser understands and agrees that ownership of a Bond may be transferred (i) only to a Person that the Purchaser reasonably believes is either (A) a Qualified Institutional Buyer that is purchasing such Bond for not more than one account, for their own account and not with a view to distributing such Bond, or (B) an "accredited investor" (each, an "Institutional Accredited Investor") as defined in Section 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act that is purchasing such Bond for not more than one account for investment purposes and not with a view to distributing such Bond, and (ii) only if such Qualified Institutional Buyer or Institutional Accredited Investor delivers to the Issuer a completed and duly executed Investor Letter substantially in the form attached hereto as Appendix B, (h) The Purchaser is not relying upon the Issuer, or any of its affiliates, agents or employees, for advice as to the merits and risks of investment in the Bonds, and the Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision, 8 2763992 2