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<br />11 <br />(a) The Underwriter agrees to assist the Issuer in establishing the issue price <br />of the Bonds and shall execute and deliver to the Issuer on the Closing Date an “issue <br />price” or similar certificate, together with any applicable supporting pricing wires, <br />substantially in the form attached hereto as Exhibit B, with such modifications as may be <br />appropriate or necessary, in the reasonable judgment of the Underwriter, the Issuer and <br />bond counsel, to accurately reflect, as applicable, the sales price or prices or the initial <br />offering price or prices of the Bonds to the Public. All actions to be taken by the Issuer <br />under this section may be taken on behalf of the Issuer by the Issuer’s municipal advisor, <br />if any, identified herein and any notice or report to be provided to the Issuer may be <br />provided to the Issuer’s municipal advisor. <br />(b) The Underwriter has offered the Bonds to the Public on or before the date <br />of this Bond Purchase Agreement at the specified offering price (the “initial offering <br />price”) for each Maturity of the Bonds, or at the corresponding yield or yields, set forth in <br />Schedule I attached hereto. <br />(c) The Underwriter acknowledges that sales of any Bonds to any person that <br />is a related party to the Underwriter shall not constitute sales to the Public for purposes of <br />this section. Further, for purposes of this section: <br />(i) “Public” means any person other than the Underwriter or a related <br />party, <br />(ii) The term “underwriter,” as used in this Section, means (A) any <br />person that agrees pursuant to a written contract with the Issuer (or with the <br />Underwriter to form an underwriting syndicate) to participate in the initial sale of <br />the Bonds to the Public and (B) any person that agrees pursuant to a written <br />contract directly or indirectly with a person described in clause (A) to participate <br />in the initial sale of the Bonds to the Public (including a member of a selling <br />group or a party to a retail distribution agreement participating in the initial sale of <br />the Bonds to the Public), <br />(iii) A purchaser of any of the Bonds is a “related party” to an <br />underwriter if the underwriter and the purchaser are subject, directly or indirectly, <br />to (i) at least 50% common ownership of the voting power or the total value of <br />their stock, if both entities are corporations (including direct ownership by one <br />corporation of another), (ii) more than 50% common ownership of their capital <br />interests or profits interests, if both entities are partnerships (including direct <br />ownership by one partnership of another), or (iii) more than 50% common <br />ownership of the value of the outstanding stock of the corporation or the capital <br />interests or profit interests of the partnership, as applicable, if one entity is a <br />corporation and the other entity is a partnership (including direct ownership of the <br />applicable stock or interests by one entity of the other), and <br />(iv) “Sale Date” means the date of execution of this Bond Purchase <br />Agreement by all parties.