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3 <br />4887-1989-4478v4/200356-0620 <br />the Authority’s municipal advisor, William Euphrat Municipal Finance, Inc. (the “Municipal <br />Advisor”) and any notice or report to be provided to the Authority may be provided to the Municipal <br />Advisor. <br />(c) Except as otherwise set forth in Exhibit A attached hereto, the Authority will <br />treat the first price at which 10% of each maturity of the Bonds (the “10% test”), identified under the <br />column “10% Test Used” in Exhibit A, is sold to the public as the issue price of that maturity. At or <br />promptly after the execution of this Purchase Agreement, the Underwriter shall report to the <br />Authority the price or prices at which it has sold to the public each maturity of Bonds. If at that time <br />the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to <br />promptly report to the Authority the prices at which it sells the unsold Bonds of that maturity to the <br />public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until <br />either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% test has been satisfied as <br />to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing <br />Date may be at reasonable periodic intervals or otherwise upon request of the Authority or Bond <br />Counsel. For purposes of this section, if Bonds mature on the same date but have different interest <br />rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the <br />Bonds. <br />(d) The Underwriter confirms that it has offered the Bonds to the public on or <br />before the date of this Purchase Agreement at the offering price or prices (the “initial offering <br />price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as <br />otherwise set forth therein. Exhibit A also sets forth, identified under the column “Hold the Offering <br />Price Rule Used,” as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for <br />which the 10% test has not been satisfied and for which the Authority and the Underwriter agree that <br />the restrictions set forth in the next sentence shall apply, which will allow the Authority to treat the <br />initial offering price to the public of each such maturity as of the sale date as the issue price of that <br />maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains <br />applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of <br />that maturity to any person at a price that is higher than the initial offering price to the public during <br />the period starting on the sale date and ending on the earlier of the following. <br />(1) the close of the fifth (5th) business day after the sale date; or <br />(2) the date on which the Underwriter has sold at least 10% of that <br />maturity of the Bonds to the public at a price that is no higher than the initial offering <br />price to the public. <br />The Underwriter will advise the Authority promptly after the close of the fifth (5th) business <br />day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price <br />that is no higher than the initial offering price to the public. <br />(e) The Underwriter confirms that: <br />(1) any selling group agreement and any third-party distribution <br />agreement relating to the initial sale of the Bonds to the public, together with the related <br />pricing wires, contains or will contain language obligating each dealer who is a member of <br />the selling group and each broker-dealer that is a party to such third-party distribution <br />agreement, as applicable: <br />8.A. - Page 214 of 255 <br />842