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Resolution 349-1991 349-1991 A RBSOLtrn:ON OF THE BOARD OF COOn:!::! COMI[[SSIOHBRS OF HORROB COtJRTr, FLORIDA, F I LEO F" C ;") ":- (' n R r I ., Ii:.. 1\,." '. \" APPROVING THE ISSUARCB OF CERTAIN OBLIGATIONS OF THE COtJRTr WITS RESPECT TO THE PLANTATION KEY .92 1',1[1 -2 J&~SCEHT ~:!:J5l(., S1J&1ECT TO CBRTAnf CONDITIONS, IN ACCORDAHCB ,1.\ 'SECTION 147(f) OF THE IN'l'ERDL RBVENOB CODE OF 1986, AS AHERDED. 4 ';"'1 I. WBBImAS, Monroe county, Florida (the "Issuer), is a political subdivision of the State of Florida and is empowered by the provisions of Article VIII, Section 1 and Article VII, Section 10(c) of the Florida Constitution, and Part II of Chapter 159, Florida Statutes (the "Act"), to issue obligations for the purpose of financing health care facilities and of refunding obligations previously issued for such purpose; and WHEREAS, pursuant to the Act, the Monroe County Industrial Development Authority has heretofore issued its $3,200,000 original aggregate principal amount of Industrial Development Revenue Bonds (Plantation Key Convalescent Center, Inc. Project), Series 1984 (the "1984 Bonds"); and WHEREAS, the proceeds of the 1984 Bonds were utilized by Plantation Key Convalescent Center, Inc. (the "Borrower") to finance the acquisition of and construction of a nursing home facility located in Tavernier, Florida (the "Project"); and WHEREAS, in 1990, the Borrower obtained a second mortgage loan in the, amount of $550,000, evidenced by its Promissory Note, dated March 22, 1990 (the "Note"), to finance certain expenses related to the Project; and WHEREAS, the Borrower has requested the Issuer to authorize the issuance of not to exceed $3,700,000 aggregate principal amount of the Issuer's first Mortgage Revenue Refunding Bonds for the purpose of refinancing the 1984 Bonds and, in the discretion of the Borrower, the Note; and WHEREAS, if issued by the Issuer, proceeds of the 1991 Bonds will be utilized by the Issuer to discharge the 1984 Bonds and, if applicable, the Note; and WHEREAS, prior to the issuance of the 1991 Bonds, it is necessary and desirable to conduct a. public hearing pursuant to Section 147(f} of the Internal Revenue Code of 1986, as amended (the "Code"); and WHEREAS, the Issuer has of even date herewith conducted a public hearing to provide a reasonable opportunity for interested individuals to express thei~ views on the proposed issuance of the 1991 Bonds; and WHEREAS, notice of such hearing, in substantially the form attached hereto as Exhibit A, was published once at least 14 days prior to the date of this meeting, in the Kevnoter, a newspaper of general circulation in the area of the Issuer; and 1 ~ WHEREAS, the Issuer wishes to provide preliminary authorization for the issuance of the 1991 Bonds, subject to preparation of necessary documentation and review thereof by the Issuer; HOW, ~REFORE, BE I~ RESOLVED BY ~ BOARD OF COURrY COMMISSIONERS OF MONROE COURrY, FLORIDA: 1. The issuance of the 1991 Bonds for the purpose of providing funds to discharge the 1984 Bonds and, if applicable, the Note, is hereby approved subject to further review by the Issuer arid execution by the Borrower of the Memorandum of Agreement attached hereto as Exhibit B; all in accordance with Section 147(f} of the Code. 2. The Issuer hereby determines that the issuance of the 1991 Bonds for the purpose of refunding the 1984 Bonds and, if applicable, the Note, will further the public purpose of the Act. 3. The officers, employees and agents of the Issuer are hereby authorized and directed to take such further act.ion as may be necessary or desirable to carry out the intent and purpose of this Resolution and the issuance of the 1991 Bonds. 4. Squire, Sanders & Dempsey, Jacksonville, Florida, shall serve as bond counsel to the County in connection with the issuance of the 1991 bonds; however, their fee and expenses shall be paid by the Borrower. 5. This Resolution shall become effective upon its passage. ADOPTED AND APPROVED, the 8th day of October, 1991. Mayor Harvey Mayor Pro Tem London Commissioner Cheal Commissioner Jones Commissioner Stormont Yes Yes Yes Yes Yes . . ~ \..k:) . tI~-" VV' ~ ~_ . ~ Mayor, Monroe County Board of County Commissioners Monroe County, Florida ATTEST:DANNY L. KOLHAGE, Clerk By :! Date 2 ~ PUBLIC NOTICE MONROE COUNTY BOARD OF COUNTY COMMISSIONERS NOTICE OF PUBLIC HEARING: Notice is hereby given that the Board of County Commissioners of Monroe County, Florida, will hold a public hearing in the Lion 's Club, 2405 North Roosevelt Boulevard, Key West, Florida 33040, commencing at 3:00 p.m. or as soon thereafter as possible on October 8, 1991, concerning the proposed issuance by Monroe County, Florida, of its First Mortgage Revenue Refunding Bonds, in an aggregate principal amount not to exceed $3,700,000, for the purpose of (1) refunding the Monroe County Industrial Development Authority 's Industrial Development Revenue Bonds (Plantation Key Convalescent Center, Inc. Project), Series 19B4; and (2), in the discretion of Plantation Key Convalescent Center, Inc. (the "Owner"), for the additional purpose of refinancing an outstanding Promissory Note of the OWner, dated March 22, 1990, payable to Omega Healthcare Partners, L.P., with respect to the project financed by such Bonds. The Bonds were issued for the purpose of the acquisition and construction of the Plantation Key Convalescent Center located at 4B High Point Road, Tavernier, Florida 33070, which facility is a 120-bed nursing home owned and operated by the Owner. All interested persons are invited to attend the public hearing. MONROE COUNTY, FLORIDA ! By: Thomas W. Brown, County Administrator EXH I B IT "A" MEMORANDUM OF AGREEMENT This Memorandum of Agreement, dated as of October 8, 1991, is between MONROE COUNTY, FLORIDA (the "County"), a political subdivision of the state of Florida, and PLANTATION KEY CONVALESCENT CENTER, INC., a Florida corporation (the "Borrower" ) . BACKGROUND FACTS: 1. The County is authorized and empowered by the provisions of the Constitution and laws of the State of Florida to issue industrial development revenue bonds for the purposes of providing funds to pay all or any part of the cost of any "project" as defined in Chapter 159, Part II, Florida Statutes (the "Act"), and to issue revenue refunding bonds with respect to such projects. 2. The Borrower has requested the County to refund and, if applicable, to provide funds to refinance, the outstanding Industrial Development Revenue Bonds (Plantation Key Convalescent Center, Inc. project), Series 1984, of the Monroe County Industrial Development Authority, issued to finance a "health care facility" as defined in the Act, and, in the discretion of the Borrower, the outstanding Promissory Note (the "Note") of the Borrower, dated March 22, 1990, payable to Omega Healthcare Partners, L.P., with respec~ to the project (the "project") financed by such Bonds (such refunding and/or refinancing collectively, the "Refunding"). 3 . The the Refunding to of Florida, and welfare of the inhabitants. County desires to encourage the Borrower to seek promote the economy of the County and the state to otherwise contribute to the prosperity and County and the State of Florida and its 4. The Borrower wishes to obtain assurances from the County that it will finance, in whole or in part, the cost of such Refunding from proceeds received from the sale of the County's industrial development revenue bonds. 5. The county, by resolution duly adopted on the date hereof, has indicated its willingness under certain circumstances to proceed with such financing as an inducement to the Borrower to arrange for private placement of industrial development revenue refunding bonds of the County for such purpose. EXH I B IT "B" 6. subject to compliance with all requirements of law, including the requirements of the Act, the county desires to make all reasonable efforts to issue and to sell its industrial development revenue bonds in an aggregate amount up to, but not in excess of, $3,700,000 (the "Bonds"), for the purpose of financing the cost of the Refunding. 7. The County and the Borrower wish to enter into certain agreements with respect to the issuance of the Bonds. AGREEMENT: SECTION 1. Basic Agreements of County. The County agrees: (a) that if the Borrower meets all prerequisites for the issuance of the Bonds established by the County, and otherwise required by law, the County will make all reasonable efforts to authorize the issuance and sale of the Bonds pursuant to the terms of the Constitution of the State of Florida, the Act and this Memorandum of Agreement; (b) that it will (but only to the extent of the net proceeds received from the sale of the Bonds) make a loan to the Borrower to finance the Refunding, with installment payments due under a loan agreement between the County and the Borrower to be at least sufficient to pay the principal of, interest on and redemption premiums, if any, with respect to the Bonds as and when the same shall become due and payable, together with all other costs and expenses connected with the Refunding; and (C) that in the event the County acquires an interest in or a mortgage, on the project as part of the Refunding, it will conveyor release any such interest it retains in the project to the Borrower upon payment by the Borrower of the amount required to retire the outstanding Bonds, and all other costs connected with such financing. SECTION 2. Basic Agreements of Borrower. The Borrower agrees: (a) that county, at the expense report regarding the qualified independent county; as soon as possible, it will furnish the of the Borrower, a financial feasibility project and the Refunding, prepared by a feasibility consultant approved by the (b) that it will cause any pending or subsequent mortgage foreclosure proceeding with respect to the Note to be dismissed; 2 3247/KON59005/AA3 (c) that it will enter into a loan agreement with the County, under the terms of which the Borrower will be obligated to pay to the County sums sufficient to pay the principal of, interest on and redemption premiums, if any, with respect to the Bonds when the same shall become due and payable, together with all other costs and expenses of the County connected with such financing; to operate, maintain and repair the Project at its own expense; and to report annually to the County Administrator or his designee, the bond indebtedness outstanding and any other information necessary to comply with Section 218.32, Florida Statutes; and (b) that so is in effect, all risk of the Borrower. long as this Memorandum of Agreement loss to the Project will be borne by SECTION 3. Subsequent Financing Terms. All commitments of the County under Section 1 hereof and of the Borrower under Section 2 (a) hereof are subject to the mutual agreement of the county and the Borrower as to the terms and conditions of the above-referenced loan agreement and of the Bonds and the other instruments and proceedings relating to the Bonds, and to the sale of the Bonds pursuant to such terms and conditions. It is the intent of the parties hereto that the Bonds shall be prepared in such form and shall be issued, underwritten and sold and the proceeds thereof used, all as may be mutually agreed by the parties in accordance with the requirements and provisions of the Constitution of the State of Florida and the Act. SECTION 4. Additional Agreements of Parties. The Borrower and the County further agree that to the extent of the net proceeds derived from the sale of the Bonds, and only from such proceeds, and in accordance with the provisions of the Act and the Internal Revenue Code of 1986, as amended (the "Code"), the Borrower will be entitled to reimbursement for all costs and expenses, if any, direct or indirect, incurred by the Borrower after the date hereof in connection with the Refunding. Costs and expenses for which the Borrower may claim reimbursement include, but are not limited to, costs and expenses related to acceptance fees of any trusts established in connection with the issuance and sale of the Bonds; legal, accounting and financial advisory fees and expenses; underwriting fees, filing fees and printing and engraving costs incurred in connection with the authorization, sale and issuance of the Bonds, the execution and filing of a trust agreement, if any, and such other agreements as may be required by the initial purchaser or purchasers of the Bonds; fees, costs and expenses disbursed or incurred in connection with or related to this Memorandum of Agreement and the Bonds; and all other fees and expenses disbursed or incurred by the Borrower in connection with the Refunding or the Bonds and properly allowable under the Act and the Code. All such costs shall be reimbursed to the Borrower from such Bond proceeds in accordance with the terms of the Act and the Code. 3 3247/MON59005/AA3 SECTION 5. Indemnita by Borrower. The Borrower agrees to indemnify, defend and hol harmless the County, the members and officers of the Board and its agents against any and all liability, loss, costs, expenses, charges, claims, damages and attorneys' fees of whatever kind or nature, which the County, the members and officers of the Board, or its agents may incur or sustain by reason or in consequence of the relationship existing between the County and the Borrower with respect to the execution and delivery of this Memorandum of Agreement, the issuance and sale of the Bonds or the Refunding. The Borrower hereby releases the county, the members and officers of the Board, and the agents, attorneys and employees of the County from any liability, loss, cost, expenses, charges, claims, damages and attorneys' fees of whatever kind or nature which may result from the failure of the County to issue the Bonds, for whatever reason. SECTION 6. payment of Costs by Borrower. The Borrower agrees that, whether or not the Bonds shall be issued, it will pay, or cause to be paid, all costs and expenses incurred by it; any fees and expenses of the Borrower's advisors, if any; any fees and expenses of the Borrower's counsel; the reasonable fees and expenses of the County and its financial advisor, if any; and the fees and expenses of Squire, Sanders & Dempsey ("SSD"), bond counsel to the county, as set forth in the attached letter of Judson Freeman, Jr., a partner of SSD, dated September 16, 1991, addressed to the Borrower, the provisions of which are hereby incorporated herein by reference. SECTION 7. Termination of Agreement. If for any reason the County shall fail to deliver the Bonds and receive the proceeds thereof within one year from the date hereof (or such later date as shall be mutually agreed upon by the County and the Borrower), or if the Borrower shall otherwise sooner terminate this Memorandum of Agreement by written notice to the County, the Borrower shall not thereby be released from its obligations under Sections 5 and 6 hereof. SECTION 8. Amendment of Agreement. This Memorandum of Agreement may be supplemented and amended from time to time by written agreement signed by both parties, and shall be superseded by the loan agreement to be entered into by and between the county and the Borrower, upon the execution thereof, to the extent the terms thereof conflict with the terms contained herein. SECTION 9. Assignment of A~reement. This Memorandum of Agreement, and the rights, duties an obligations of the Borrower hereunder, may be assigned by the Borrower, subject to approval of the assignee by the County. 4 3247/KON59005/AA3 SECTION 10. Miscellaneous. Nothing herein shall be deemed to restrict the County or the State of Florida or any agency or political subdivision thereof in determining the order or priority of the issuance of bonds by the County or to require the County to give the Bonds priority as to issuance or as to the time of issuance over any other bonds previously or subsequently approved by the County for issuance. Also, nothing herein shall be deemed to require that the County agree to submit itself to the jurisdiction of the courts of any state other than Florida. SECTION 11. Counterparts. This Memorandum of Agreement may be executed in several counterparts, and each counterpart shall for all purposes be deemed an original; and all such counterparts shall constitute one and the same instrument. EXECUTION: The parties hereto have set their hands and seals as of the day and year first above written. MONROE COUNTY, FLORIDA (SEAL) ATTEST: By Mayor, Board of County Commissioners Clerk of the Circuit Court of Monroe County, ex officio Clerk of the Board of County Commissioners PLANTATION KEY CONVALESCENT CENTER, INC. BY~nt ~-- ;----~ --:::. (SEAL) ATTEST: ~ C~~- Secretary By~V~ I ~, .. '" L''-''7- G '- '.' 2--- Date 5 3247/MON59005/AA3 ::ka;tv"d q'<<&J.. J8 NJ.J.WIJ, ..:JJ'~eal1t Ct::NIa"a: e 4 C~"'/uJ, r~U' . Ikme. :;-z,-/a , lue. .1/;.,..1. . IUD J/r:d ..J:'~. ::/U/",104 Jf~. g-e dF~~J ,f!knck?'-J ff.. ge~? ~~/h7'd d ~ C?U ~~~~ ./~ P/tJtJ P p:;- ~ Jt?<ed ~, g-~ 8PPtJ.? .2/~.....e /!lC4'/J..;:J./Y6'4' :J:2utteE,. /!lC4')!h -"..? Pcf 6' geNe/ !Jud'. lullt/.e." September 16, 1991 Plantation Key Convalescent Center, Inc. c/o Mr. Robert Becht P. O. Box 876 Marathon, Florida 33050 Re: Proposed Industrial Development Revenue Refunding Bonds, Series 1991 (Plantation Key Convalescent Center) Dear Mr. Becht: Thank you for requesting that we act as bond counsel in connection with the proposed issuance of the obligations identified in the caption (the "Bonds") by Monroe county, Florida (the "Issuer"), to refund obligations issued to provide facilities for Plantation Key Convalescent Center, Inc. (the "company" ) . To achieve a whom bond counsel is financing, we wish at engagement as bond describes. common, understanding as for what and to responsible in connection with this the outset to record the scope of our counsel which the attached memorandum We have been designated as bond counsel by the Issuer. We will provide legal services through the original issuance and delivery of the Bonds, including legal advice which will encompass the preparation of certain documents and transcript materials, the review of proceedings taken by the Issuer and of the applicable law, and the rendering of an approving legal opinion with respect to legal matters incident to the issuance of the Bonds and to the tax-exempt status of the interest thereon, all assuming, of course, that no legal impediment to their issuance or tax-exempt status becomes apparent. Our fee for such legal services as bond counsel, as outlined herein and in the attached, and based upon our preliminary understanding of the proposed structure of the financing, will be approximately $35,000. This estimate of our fee is based on prior experience on issues of this type which did not present unanticipated problems. Our estimate, however, may be exceeded somewhat due to potentially increased legal work eI~. ef'~ b Q:~ Plantation Key Convalescent Center, Inc. September 16, 1991 Page 2 required for compliance with the complex provisions of Section 103 of the Internal Revenue 'Code, as amended (collectively, the "Code"). In addition the scope and complexity of some of the new federal tax requirements are uncertain at the present time, since the Internal Revenue Service has not yet promulgated regulations and guidelines for the implementation of certain of the Code provisions. Meeting our fee estimate also depends to some extent on the amount of services and activities we are requested to perform or provide. For example, if there are a number of unexpected problems encountered or if there are unexpected conferences or trips required, or if there is a request to restructure the form of financing after we have prepared initial drafts of the documents, or if there is a need for extensive related tax work in connection with the financing (such as may be occasioned by compliance with the new federal tax requirements), or if we subsequently agree to respond to requests for substantial additional services, advice or opinions beyond those that we normally expect to provide in our bond counsel capacity (as described in this letter and the attachment), a higher fee may result. In addition we are to be reimbursed for all out-of- pocket expenses. The legal documents and transcript of proceedings have generally been reproduced by us, hence duplicating is usually a substantial part of our out-of-pocket expense. If we are requested, to provide calculations on our in- house computer, using our computer programs, for various calculations and printouts relevant to federal arbitrage and refunding tax regulations, we are able to do so on a disbursement basis. If you wish we would be happy to discuss our computer capacity and related disbursement billing arrangements with you. OUr practice is to render one statement for legal services at the conclusion of our work when the financing and delivery of the Bonds is completed within two months from inception. In the event the financing and delivery of the Bonds extends beyond two months, we will render statements on account at the end of each month thereafter when our unbilled fees aggregate $500 or more. In addition our out-of-pocket expenses and disbursements aggregating $100 or more will be billed monthly. We understand that the Company accepts responsibility for the payment of our statements, whether for disbursements or legal services, and whether or not the Bonds are issued or, if issued, whether or not reimbursement is sought from the proceeds of the Bonds. To the extent consistent with the Code limitation 3247/MON5t005/AAZ ,J-7 ".J' r' KYF----' f::!~ {? ~~'Y Plantation Key Convalescent Center, Inc. September 16, 1991 page 3 on issuance costs payable will be reimbursable to the of the refunding. from Bond proceeds, bond counsel fees Company from Bond proceeds as costs Our engagement to provide legal services as outlined ends upon the completion of the transaction, which is essentially the date of the original issuance and delivery of the Bonds. We do not undertake to provide legal services or advice relating to the transaction after that date, absent a supplemental mutual agreement between us. Unless we on the assumption Please call if you We look forward to hear from you to the contrary, we will proceed that the foregoing is acceptable to you. would like to discuss any of these matters. working with you. Attachment truly yours, rJ~J' on Freeman, Jr.); J cc: Mr. George E. Mueller, Jr. Mr. Robert Becht Mr. Thomas W. Brown The Honorable Danny L. Kolhage Mr. Randy Ludacer 3247/NONSVOOS/AA2 -Y .' (' k7~/. eI~n~ ~ fL~;Y SCOPE OF ENGAGEMENT The following is the scope of the engagement of Squire, Sanders & Dempsey as bond counsel, by retention by the Issuer, to provide legal services through the original issuance and delivery of the Bonds, including legal advice, solely relating to the legal documents and proceedings in connection with the security for and issuance of the Bonds and rendering an approving legal opinion with regard to legal matters incident to their issuance and with regard to the tax-exempt status of the interest thereon under applicable law existing on the date of that opinion: 1. We, as bond counsel, will prepare the initial, subsequent and final drafts of the various legal documents for the transcript, except for certain of those relating to the Company and the status of title to the property which is the subject of the refinancing, essential to the authorization, authentication and issuance of the Bonds, with the precise nature of these documents to depend on the form of financing transaction agreed upon by the parties. We will draft for review and comment by appropriate parties, and then redraft: the Issuer's authorizing resolution pursuant to which the Bonds will be issued and secured; any assignment, trust indenture or mortgage securing the Bonds; the financing agreement(s) (such as a loan agreement or a lease) pursuant to which' the Company will agree to provide moneys directly sufficient to retire the Bonds in accordance with their terms; and any other related agreements and transcript documents which may be essential to the terms of the financing. 2. To the extent consistent with our position as bond counsel, we will be neutral and independent in the negotiation of the economic terms of the financing (except to the extent that such terms and provisions may relate to the tax-exempt status of the interest on or the legality of the Bonds), and our responsibility with respect to those terms and provisions will be limited to drafting the provisions of the documents incorporating the terms and provisions so negotiated. From our position of neutrality and independence we may be helpful in devising or suggesting alternate procedures or arriving at compromises, if so asked; in any such cases we will make every effort to be of assistance. 3Z47/MON5i005/AA2 er~/. d~ ~ {L~;y 3. The final function of bond counsel will be to render an approving legal opinion 'to legal matters incident to the issuance of the Bonds and with regard to the tax-exempt status of the interest thereon. This opinion is rendered in written form at, and speaks only as of, the time the Bonds are originally delivered to the Issuer and covers (a) the legality of the Bonds and the proceedings by which they are issued and (b) the then- exclusion of the interest to be paid on the Bonds from gross income for federal income tax purposes and the exemption of such interest from certain state taxes. 4. It is customary for purchasers of revenue bonds, such as the Bonds, to receive assurance from other than bond counsel with respect to certain matters not covered in the approving legal opinion of bond counsel. For the most part, we leave the form and scope of such assurances and the matters covered by them to negotiation among the company and the initial Bond purchaser(s). However, investors, especially institutional investors, assume that certain matters will always be addressed by such assurances. Consequently, we as bond counsel routinely provide for inclusion in the transcript of proceedings for the issuance of such Bonds the following: a. An opinion of the company's legal counsel addressing the authorization for the Company's participation in the financing and other matters customarily included in such counsel's opinion in a corporate financing. b. In the case of the Bonds in any manner secured by an interest in real estate such as a mortgage, a policy of title insurance with respect to title to the interest in real estate, and evidence of the recordation of various of the financing documents. c. Certificates from principal officers of the company dealing with financial condition, litigation, arbitrage, use of the Bond proceeds, regulatory approvals, authorization, and various factual matters supporting the tax- exempt status of the Bonds. 3Z47/MONSiOOS/AA2 er~. d~~q~~ Although we will draft or assist in the development of suggested forms for these and other' customary transcript and closing documents, we as bond counsel have and assume no responsibility for verifying or confirming the truth of facts certified as true or supplied by others, or for examining legal questions on which other lawyers are asked to and do opine. For example, our engagement as bond counsel does not contemplate that we will render opinions on such matters as corporate or income tax matters pertaining to the Company's participation in the financing. On matters that are the subject of another lawyer's opinion, we will rely solely on that opinion, and on matters pertaining to title to or the priority of any mortgage on or security interest in the project financed, we will rely entirely on the title policy or other evidence mentioned above, and our approving opinion will so state. 5. As you know there is concern about the adequacy and accuracy of disclosure when securities are being offered for sale to anyone, even to a sophisticated purchaser. It is our understanding that the Bonds are to be offered as a private placement to an institutional investor or investors who will conduct its or their own credit investigations and review of the company's business affairs and financial condition, and who will provide an acknowledgement letter to the effect that those investigations and reviews have been performed to its or their satisfaction. Therefore, we have not, and will not have unless specifically requested and engaged to do so, examined, verified or confirmed the accuracy, completeness or fairness of any reports, financial information, statements, offering or disclosure documents or other information that may be prepared by anyone in connection with the placement of the Bonds, or the company's business affairs or financial condition, or the suitability or usefulness of the facilities originally acquired and constructed. 6. We assume no responsibility for the registration of the Bonds under the securities laws of the various jurisdictions or the determination whether the Bonds constitute lawful investments of purchasers under the laws of the various jurisdictions. 3Z47/MONSiOOS/AAZ