6097 (EXHIBIT A - E) - Laserfiche WebLink

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required by Rule 15c2-12, and in a manner and to the extent described in the Preliminary Official Statement under the caption "SUMMARY OF THE CONTINUING DISCLOSURE AGREEMENT" in Appendix A. (p) At no time since July 3, 1995, has the City failed to comply in any material respect with any of the information reporting undertakings contained in Rule 15c2-12. SECTION 2. TRUSTEE'S REPRESENTATIONS, WARRANTIES AND AGREEMENTS By its acceptance hereof, the Trustee hereby represents and warrants to, and agrees with, the Underwriter and the City that: (a) The Trustee is a banking corporation duly and legally organized under the laws of the State of Missouri. The Trustee is authorized pursuant to such laws and all regulations promulgated thereunder (i) to lease the Leased Property from the City pursuant to the Ground Lease and (ii) to lease the Leased Property to the City pursuant to the Lease. (b) The documents to which the Trustee is a party, when executed and delivered by the Trustee, will be the legal, valid and binding obligations of the Trustee enforceable in accordance with their terms, except to the extent that enforcement thereof may be limited by an applicable bankruptcy, reorganization, insolvency, moratorium or other law or laws affecting the enforcement of creditors' rights generally or against entities such as the Trustee and further subject to the availability of equitable remedies. (c) There is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, pubic board or body pending or, to the Trustee's knowledge, threatened against or affecting the Trustee (or, to the Trustee's knowledge, any basis therefor) wherein an unfavorable decision, ruling or finding would have a material adverse effect on the transactions contemplated hereby or by the Official Statement or the validity or enforceability of the Ground Lease, the Lease, the Indenture, the Certificates, this Purchase Contract or any agreement or document which is used or contemplated for use in the consummation of the transactions contemplated hereby or by the Official Statement. (d) The execution and delivery of the Official Statement, this Purchase Contract, the Indenture, the Certificates, the documents to which the Trustee is a party and the other agreements and documents contemplated hereby or by the Official Statement, and the performance by the Trustee of its obligations under the aforementioned, do not and will not violate any existing law, court or administrative regulation, decree or order or any agreement, indenture, mortgage, lease, note or other obligation or instrument to which the Trustee is subject or by which it is or may be bound. SECTION 3. PLACEMENT AND PURCHASE OF THE CERTIFICATES (a) Placement of the Certificates. On the basis of the representations and agreements contained herein, the Placement Agent shall, in connection with the initial sale of the Certificates and beneficial interests therein, use its best efforts to solicit purchases of the Certificates by sophisticated investors which customarily purchase tax-exempt securities in large denominations at a price of par; provided, such purchases shall be subject to the limitations set forth in the Indenture. The initial purchasers of the Certificates pursuant to this Section (the "Purchasers") are to purchase the Certificates -4-