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2021-107
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2021-107
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[it] [they] would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is <br />higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the <br />"Hold -the -Offering -Price Rule'), and (ii) any selling group agreement shall contain the agreement of each <br />dealer who is a member of the selling group, and any retail distribution agreement shall contain the <br />agreement of each broker -dealer who is a party to the retail distribution agreement, to comply with the <br />Hold -the -Offering -Price Rule. Pursuant to such agreement, no Underwriter has offered or sold any <br />Maturity of the Bonds at a price that is higher than the respective Initial Offering Price for that Maturity <br />of the Bonds during the Holding Period. <br />2. Purchase Price. The [Purchaser] [Representative] acknowledges that it is purchasing the <br />Bonds for an aggregate purchase price of $ (par amount of Bonds of $ <br />plus original issue premium of $ , less original issue discount of $ , less [a Purchaser's] <br />[an underwriter's] discount of $..... . ), plus accrued interest in the amount of $ <br />3. Receipt of Bonds. The undersigned hereby acknowledges receipt of $ in <br />original aggregate principal amount of the Bonds from the Issuer, fatly executed and authenticated. [The <br />[Purchaser] [Representative] has paid to [NAME OF INSURER] the sum of $ as a <br />premium for an insurance policy for the Bonds.] <br />4. Representations. The representations set forth in this Certificate of Purchaser (the <br />"Certificate") are limited to factual matters only. Nothing in this Certificate represents the interpretation <br />by the [Purchaser] [Representative] of any laws, including specifically Sections 103 and 148 of the <br />Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder. The <br />undersigned understands that the foregoing information will be relied upon by: (i) the Issuer with respect <br />to certain of the representations set forth in a tax certificate of the Issuer executed on the date hereof with <br />respect to compliance with the federal income tax rules affecting the Bonds; and (ii) Kennedy & Graven, <br />Chartered, in connection with rendering its opinion that the interest on the Bonds is excluded from gross <br />income for federal income tax purposes, the preparation of Information Return for Tax -Exempt <br />Governmental Obligations, Form 8038-G, and other federal income tax advice that it may give to the <br />Issuer from time to time relating to the Bonds. <br />5. Defined Terms <br />(a) "Holding Period" means, with respect to each Maturity of the Bonds, the period starting <br />on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date, or <br />(ii) the date on which the [Purchaser has] [Underwriters have] sold at least ten percent (10%) of such <br />Maturity to the Public at prices that are no higher than the Initial Offering Price for such Maturity. <br />(b) "Maturity" means Bonds with the same credit and payment terms. Bonds with different <br />maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as <br />separate Maturities. <br />(c) "Public" means any person (including an individual trust, estate, partnership, association, <br />company, or corporation) other than an Underwriter or a related party to an Underwriter. The term <br />"related party" for purposes of this Certificate generally means any two or more persons who have greater <br />than fifty percent (501/o) common ownership, directly or indirectly. <br />(d) "Sale Date" means the first day on which there is a binding contract in writing for the <br />sale of a Maturity of the Bonds. The Sale Date of the Bonds is November 3, 2021. <br />(e) "Underwriter" means (i) any person that agrees pursuant to a written contract with the <br />Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of <br />the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly <br />A-10 <br />LA515-85-748041.vi <br />
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