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The undersigned representative of (the "Purchaser"), <br /> being the purchaser of the Orono Housing and Redevelopment Authority Tax <br /> Increment Revenue Note of 2001, dated as of June November , 2001 (the "Note"), <br /> does hereby certify, represent and warrant for the benefit of the addressees that: <br /> (a) The Purchaser is either a bank, savings and loan association, registered <br /> investment company, insurance company or other "Accredited Investor" as defined in <br /> Rule 501(a) of Regulation D of the Securities Act of 1933, as amended. Purchaser (i) <br /> is duly and validly organized under the laws of its jurisdiction of incorporation or <br /> organization, (ii) is legally authorized to purchase the Note as lawful investment of the <br /> Purchaser, (iii) has such knowledge and experience in business and financial matters <br /> as to be capable of evaluating the merits and risks of an investment in the Note on the <br /> basis of the information and review of documents described in section (d) below and <br /> the investigation which the Purchaser has conducted and(iv) can bear the economic <br /> risk of the purchase of the Note. <br /> (b) The Purchaser has purchased the Note for its own account for <br /> investment purposes only or has become the registered owner thereof for security <br /> purposes and not for the account of any other person and not for distribution, <br /> assignment or resale; provided, however, the Purchaser may dispose of the Note or <br /> any portion thereof or interest therein in compliance with paragraph 10 of the Note <br /> and provided further that a sale of shares in any investment company that purchases <br /> the Note will not, in and of itself, constitute a distribution of the Note for the purposes <br /> of this section (b). <br /> (c) Neither the City of Orono, Minnesota(the "City"), the Orono Housing <br /> and Redevelopment Authority(the "HRA") nor its counsel shall be deemed to have <br /> made any representations with respect to the Note or the Development Agreement or <br /> tax increment financing district referred to therein as of any date, except as expressly <br /> provided in the Note or the Development Agreement. <br /> (d) The Purchaser has obtained and has read and reviewed such documents, <br /> instruments and information related to the issuance of the Note as the Purchaser has <br /> requested from the City and the HRA. The Purchaser has also reviewed such other <br /> information as requested and has been provided an opportunity to ask questions of, <br /> and has received answers from, representatives of the City and the HRA regarding the <br /> terms and conditions of the Note. We understand that the Note is payable solely from <br /> certain tax increment pledged to the payment thereof and understand that such tax <br /> increment may not be sufficient to pay stated principal of and interest on the Note and <br /> that there may be other risks in such an investment which are not described therein. <br /> (e) The undersigned is a duly appointed, qualified and acting officer or <br /> representative of the Purchaser and authorized to make the certifications, <br /> representations and warranties contained herein and the purchase of the Note <br />