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a. Advertised Sale: We will supervise the sale of the Debt <br /> instruments at a public sale in accordance with procedures set out herein. We reserve the right, <br /> alone or in conjunction with others, to submit a bid for any Debt Instruments issued under this <br /> Agreement which the Issuer advertses for competitive bids. In compliance with Rule G.23 of <br /> the Municipal Securities Rulemaking Board, we will request consent to bid in writing, in any <br /> instance wherein we elect to bid, prior to submitting a bid for each installment of Debt <br /> Instruments. <br /> <br /> b. Negotiated Sale: We will recommend one or: more investment <br /> banking firms as managers of an underwriting syndicate for the purpose of negotiating the <br /> purchase of the Debt Instalments and in no event will we: partcipate either directly or indirectly <br /> in the underwriting of the Debt Instvaments. We will collaborate with any managing <br /> underwriter selected and Counsel to the underwriters in the preparation of the Official <br /> Statement or Offering Memorandum. We ~1 cooperate with the underwriters in obtaining any <br /> Blue Sky Memorandum and Legal Investment Survey, preparing Bond Purchase Contract, <br /> Underwriters Agreement and any other related documents, The costs thereof, including the <br /> printing of the documents, will be paid by the underwriters. <br /> <br /> c. Private Placement: Upon authorization by the Issuer and acting <br />in its behalf, we will place privately the Debt Instrurnents directly with institutional investors for <br />a placement fee of $7.50 per $1,000 par value of Debt Instruments issued and placed, which fee <br />will be in addition to the fee set forth in Appends A attached hereto. We will prepare and <br />provide the prospective purchasers a Limited Offering Memorandum and other related <br />documents. <br /> <br /> 6. When appropriate, we will advise financial publications of the <br />forthcoming sale of the Debt Instruments and provide them with all pertnent information. <br /> <br /> 7. We will cooMinate the preparation of the Notice of Sale and Bidding <br />Instructions, Official Statement, Official Bid Form and such other documents as may be <br />required. We will submit to the Issuer all such documents for examination, approval and <br />certfication. After such examination, approval and certification, we will provide the Issuer with <br />a supply of all such documents sufficient to its needs and will distribute b/marl sets of the same <br />to prospective bidders and to banks, life, fire and casualty insurance companies, investment <br />counselors and other prospective purchasers of the Debt Instruments. We will also provide <br />sufficient copies of the final Official Statement to the purchaser of the Debt Instruments in <br /> <br /> -3- <br /> <br /> <br />