Common use of Establishment of Issue Price Clause in Contracts

Establishment of Issue Price. The Underwriter agrees to assist the Issuer in establishing the issue price of the Series 2020A Bonds and shall execute and deliver to the Issuer at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Issuer and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Series 2020A Bonds. All actions to be taken by the Issuer under this section to establish the issue price of the Series 2020A Bonds may be taken on behalf of the Issuer by the Underwriter Advisor and any notice or report to be provided to the Issuer may be provided to the Underwriter. [Except as otherwise set forth in Schedule A attached to Exhibit B,] the Issuer will treat the first price at which 10% of each maturity of the Series 2020A Bonds (the “10% test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Agreement, the Underwriter shall report to the Issuer the price or prices at which it has sold to the public each maturity of the Series 2020A Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Series 2020A Bonds, the Underwriter agrees to promptly report to the Issuer the prices at which it sells the unsold Series 2020A Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until the 10% test has been satisfied as to the Series 2020A Bonds of that maturity or until all Series 2020A Bonds of that maturity have been sold to the public. [Schedule A and subsection (c) shall apply only if the Underwriter agrees to apply the hold-the-offering-price rule, as described below.] The Underwriter confirms that it has offered the Series 2020A Bonds to the public on or before the date of this Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth on Schedule ___ attached to Exhibit B, except as otherwise set forth therein. Schedule ___ also sets forth, as of the date of this Agreement, the maturities, if any, of the Series 2020A Bonds for which the 10% test has not been satisfied and for which the Issuer and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Issuer to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Series 2020A Bonds, the Underwriter will neither offer nor sell unsold Series 2020A Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following: the close of the fifth (5th) business day after the sale date; or the date on which the Underwriter has sold at least 10% of that maturity of the Series 2020A Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter confirms that any selling group agreement and any retail distribution agreement relating to the initial sale of the Series 2020A Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such retail distribution agreement, as applicable, to (i) report the prices at which it sells to the public the unsold Series 2020A Bonds of each maturity allotted to it until it is notified by the Underwriter that either the 10% test has been satisfied as to the Series 2020A Bonds of that maturity or all Series 2020A Bonds of that maturity have been sold to the public and (ii) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter. The Issuer acknowledges that, in making the representation set forth in this subsection, the Underwriter will rely on (1) in the event a selling group has been created in connection with the initial sale of the Series 2020A Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (2) in the event that a retail distribution agreement was employed in connection with the initial sale of the Series 2020A Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Issuer further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a retail distribution agreement, to comply with its corresponding agreement regarding the hold-the-offering-price rule as applicable to the Series 2020A Bonds. The Underwriter acknowledges that sales of any Series 2020A Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:

Establishment of Issue Price. The Underwriter agrees to Together with the other Underwriters participating in the Account, you shall assist the Issuer us in establishing the issue price of the Series 2020A Bonds Securities, including providing such information and shall execute and deliver certifications regarding sales of the Securities (including sales to any person that is a “related party” to an “underwriter” participating in the initial sale of the Securities to the Issuer at Closing an “issue price” or similar certificatepublic”, together with the supporting pricing wires or equivalent communicationseach such term being used as defined below) as we may request from time to time. Unless otherwise notified by us, substantially in the form attached hereto as Exhibit B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Issuer and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Series 2020A Bonds. All actions to be taken by the Issuer under this section to establish the issue price of the Series 2020A Bonds may be taken on behalf of the Issuer by the Underwriter Advisor and any notice or report to be provided to the Issuer may be provided to the Underwriter. [Except as otherwise set forth in Schedule A attached to Exhibit B,] you shall assume that the Issuer will treat the first price at which 10% of each maturity of the Series 2020A Bonds Securities (the “10% test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Agreement, the Underwriter shall report to the Issuer the price or prices at which it has sold to the public each maturity of the Series 2020A Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Series 2020A BondsSecurities, the Underwriter agrees you agree to promptly report to the Issuer us the prices at which it sells you sell the unsold Series 2020A Bonds Securities of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until either (i) you have sold all Securities of that maturity allocated to you or (ii) we advise you that the 10% test has been satisfied as to the Series 2020A Bonds Securities of that maturity maturity, provided that, your reporting obligation after the Closing Date may be at reasonable periodic intervals or until all Series 2020A Bonds otherwise upon our request. For purposes of this Section, if Securities mature on the same date but have different interest rates, each separate CUSIP number within that maturity have been sold will be treated as a separate maturity of the Securities. We shall notify you, in one or more Pricing Wires at or prior to the public. [Schedule A and subsection (c) shall apply only if the Underwriter agrees to apply the hold-the-offering-price rule, as described below.] The Underwriter confirms that it has offered the Series 2020A Bonds to the public on or before the date of this Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth on Schedule ___ attached to Exhibit B, except as otherwise set forth therein. Schedule ___ also sets forth, as time of the date of this Agreement, Pricing Wire allocating the maturitiesSecurities, if any, of the Series 2020A Bonds for which the 10% test has not been satisfied as to any maturity of the Securities and for which whether we have agreed, on behalf of the Issuer and Underwriters participating in the Underwriter agree that Account, to accept the restrictions set forth in the next sentence shall applysentence, which will allow the Issuer to treat the initial offering price to the public of each such maturity as of the sale date of that maturity as the issue price of that maturity (the “hold-the-offering-price rule”). So In the event that the hold-the-offering-price rule shall be applicable to any maturity of the Securities, you agree that, so long as the hold-the-offering-price rule remains applicable to any maturity of the Series 2020A Bondsthat maturity, the Underwriter you will neither offer nor sell unsold Series 2020A Bonds Securities of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following: the close of the fifth (5th) business day after the sale date; or the date on which we have notified the Underwriter Underwriters that the Account has sold at least 10% of that maturity of the Series 2020A Bonds Securities to the public at a price that is no higher than the initial offering price to the public. The Underwriter confirms You acknowledge that any selling group agreement and any retail distribution agreement relating to the initial sale of the Series 2020A Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such retail distribution agreement, as applicable, to (i) report the prices at which it sells to the public the unsold Series 2020A Bonds of each maturity allotted to it until it is notified by the Underwriter that either the 10% test has been satisfied as to the Series 2020A Bonds of that maturity or all Series 2020A Bonds of that maturity have been sold to the public and (ii) comply with the hold-the-offering-price rule, if applicable, in each case if and you shall be solely liable for so long as directed by the Underwriter. The Issuer acknowledges that, in making the representation set forth in this subsection, the Underwriter will rely on (1) in the event a selling group has been created in connection with the initial sale of the Series 2020A Bonds to the public, the agreement of each dealer who is a member of the selling group your failure to comply with the hold-the-offering-price rulerequirements of this Section VI, if applicableincluding, as set forth in a selling group agreement and the related pricing wiresbut not limited to, and (2) in the event that a retail distribution agreement was employed in connection with the initial sale of the Series 2020A Bonds to the public, the agreement of each broker-dealer that is a party to such your agreement to comply with the hold-the-offering-price rule, if applicableapplicable to the Securities. Notwithstanding any provisions in the Purchase Contract relating to liability of the Account to the Issuer in connection with the establishment of issue price of the Securities, as set forth among the Underwriters participating in the retail distribution agreement and the related pricing wires. The Issuer further acknowledges that the Account, no Underwriter shall not be liable for the failure of any other Underwriter, or of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a retail third-party distribution agreement, to comply with its corresponding agreement regarding the establishment of the issue price of the Securities, including, but not limited to, its agreement to comply with the hold-the-offering-price rule as rule, if applicable to the Series 2020A BondsSecurities. The Underwriter acknowledges In the event that sales the Account, or any one or more Underwriters participating in the Account, become liable or make any payment to the Issuer under the Purchase Contract as a result of the failure of any Series 2020A Bonds to Underwriter, or of any person broker-dealer that is a related party to a third-party distribution agreement, to comply with its agreement regarding the establishment of the issue price of the Securities, the Underwriter that has failed to comply, or the Underwriter that is party to such third-party distribution agreement, shall not constitute sales indemnify the other Underwriters participating in the Account for any such liability or payment, in accordance with Section VIII.B of this Master Agreement. In the event that a selling group is created in connection with the initial sale of the Securities to the public for purposes public, we agree that the Selling Group Agreement shall contain the agreement of this section. Further, for purposes each dealer who is a member of this sectionthe selling group:

Establishment of Issue Price. The Underwriter agrees to Together with the other Underwriters participating in the Account, you shall assist the Issuer us in establishing the issue price of the Series 2020A Bonds Securities, including providing such information and shall execute and deliver certifications regarding sales of the Securities (including sales to any person that is a “related party” to an “underwriter” participating in the initial sale of the Securities to the Issuer at Closing an “issue price” or similar certificatepublic”, together with the supporting pricing wires or equivalent communicationseach such term being used as defined below) as we may request from time to time. Unless otherwise notified by us, substantially in the form attached hereto as Exhibit B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Issuer and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Series 2020A Bonds. All actions to be taken by the Issuer under this section to establish the issue price of the Series 2020A Bonds may be taken on behalf of the Issuer by the Underwriter Advisor and any notice or report to be provided to the Issuer may be provided to the Underwriter. [Except as otherwise set forth in Schedule A attached to Exhibit B,] you shall assume that the Issuer will treat the first price at which 10% of each maturity of the Series 2020A Bonds Securities (the “10% test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Agreement, the Underwriter shall report to the Issuer the price or prices at which it has sold to the public each maturity of the Series 2020A Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Series 2020A BondsSecurities, the Underwriter agrees you agree to promptly report to the Issuer us the prices at which it sells you sell the unsold Series 2020A Bonds Securities of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until either (i) you have sold all Securities of that maturity allocated to you or (ii) we advise you that the 10% test has been satisfied as to the Series 2020A Bonds Securities of that maturity maturity, provided that, your reporting obligation after the Closing Date may be at reasonable periodic intervals or until all Series 2020A Bonds otherwise upon our request. For purposes of this Section, if Securities mature on the same date but have different interest rates, each separate CUSIP number within that maturity have been sold will be treated as a separate maturity of the Securities. We shall notify you, in one or more Pricing Wires at or prior to the public. [Schedule A and subsection (c) shall apply only if the Underwriter agrees to apply the hold-the-offering-price rule, as described below.] The Underwriter confirms that it has offered the Series 2020A Bonds to the public on or before the date of this Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth on Schedule ___ attached to Exhibit B, except as otherwise set forth therein. Schedule ___ also sets forth, as time of the date of this Agreement, Pricing Wire allocating the maturitiesSecurities, if any, of the Series 2020A Bonds for which the 10% test has not been satisfied as to any maturity of the Securities and for which whether we have agreed, on behalf of the Issuer and Underwriters participating in the Underwriter agree that Account, to accept the restrictions set forth in the next sentence shall applysentence, which will allow the Issuer to treat the initial offering price to the public of each such maturity as of the sale date of that maturity as the issue price of that maturity (the “hold-the-offering-price rule”). So In the event that the hold-the-offering-price rule shall be applicable to any maturity of the Securities, you agree that, so long as the hold-the-offering-price rule remains applicable to any maturity of the Series 2020A Bondsthat maturity, the Underwriter you will neither offer nor sell unsold Series 2020A Bonds Securities of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following: the close of the fifth (5th) business day after the sale date; or the date on which the Underwriter has sold at least 10% of that maturity of the Series 2020A Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter confirms that any selling group agreement and any retail distribution agreement relating to the initial sale of the Series 2020A Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such retail distribution agreement, as applicable, to (i) report the prices at which it sells to the public the unsold Series 2020A Bonds of each maturity allotted to it until it is notified by the Underwriter that either the 10% test has been satisfied as to the Series 2020A Bonds of that maturity or all Series 2020A Bonds of that maturity have been sold to the public and (ii) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter. The Issuer acknowledges that, in making the representation set forth in this subsection, the Underwriter will rely on (1) in the event a selling group has been created in connection with the initial sale of the Series 2020A Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (2) in the event that a retail distribution agreement was employed in connection with the initial sale of the Series 2020A Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Issuer further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a retail distribution agreement, to comply with its corresponding agreement regarding the hold-the-offering-price rule as applicable to the Series 2020A Bonds. The Underwriter acknowledges that sales of any Series 2020A Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:

Establishment of Issue Price. The Underwriter agrees to make a bona fide public offering of all of the Bonds at prices not to exceed the public offering prices set forth on the cover of the Official Statement and may subsequently change such offering prices without any requirement of prior notice. The Underwriter may offer and sell Bonds to certain dealers (including dealers depositing Bonds into investment trusts) and others at prices lower than the public offering prices stated on the cover of the Official Statement. The Underwriter agrees to assist the Issuer CBE in establishing the issue price of the Series 2020A Bonds and shall execute and deliver to the Issuer CBE at Closing an “"issue price” " or similar certificatecertificate substantially in the form attached hereto as Exhibit C, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit B, with modifications to such modifications certificate as may be deemed appropriate or necessary, in the reasonable judgment of the Underwriter, the Issuer CBE and Bond CounselCounsel (as defined below), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Series 2020A Bonds. All actions to be taken by the Issuer under this section to establish the issue price of the Series 2020A Bonds may be taken on behalf of the Issuer by the Underwriter Advisor and any notice or report to be provided to the Issuer may be provided to the Underwriter. [Except as otherwise for the maturities set forth in Schedule Exhibit A attached to Exhibit Bhereto,] the Issuer CBE will treat the first price at which 10% of each maturity of the Series 2020A Bonds (the “"10% test”") is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Agreement, the Underwriter shall report to the Issuer the price or prices at which it has sold to the public each maturity of the Series 2020A Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Series 2020A Bonds, the Underwriter agrees to promptly report to the Issuer the prices at which it sells the unsold Series 2020A Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until the 10% test has been satisfied as to the Series 2020A Bonds of that maturity or until all Series 2020A Bonds of that maturity have been sold to the public. [Schedule A and subsection (c) shall apply only if the Underwriter agrees to apply the hold-the-offering-price rule, as described below.] The Underwriter confirms that it has offered the Series 2020A Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “"initial offering price”"), or at the corresponding yield or yields, set forth on Schedule ___ attached to in the final Official Statement (as defined below). Exhibit B, except as otherwise set forth therein. Schedule ___ also A sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Series 2020A Bonds for which the 10% test has not been satisfied and for which the Issuer CBE and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Issuer CBE to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “"hold-the-offering-price rule”"). So long as the hold-the-offering-price rule remains applicable to any maturity of the Series 2020A Bonds, the Underwriter will neither offer nor sell unsold Series 2020A Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following: the close of the fifth (5th) business day after the sale date; or the date on which the Underwriter has sold at least 10% of that maturity of the Series 2020A Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter confirms shall promptly advise the CBE or the CBE's municipal advisor when the Underwriter has sold 10% of that any selling group agreement and any retail distribution agreement relating maturity of the Bonds to the public at a price that is no higher than the initial sale of the Series 2020A Bonds offering price to the public, together with if that occurs prior to the related pricing wires, contains or will contain language obligating each dealer who is a member close of the selling group and each broker-dealer that is a party to such retail distribution agreement, as applicable, to fifth (i5th) report business day after the prices at which it sells to the public the unsold Series 2020A Bonds of each maturity allotted to it until it is notified by the Underwriter that either the 10% test has been satisfied as to the Series 2020A Bonds of that maturity or all Series 2020A Bonds of that maturity have been sold to the public and (ii) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter. sale date.] The Issuer CBE acknowledges that, in making the representation set forth in this subsection, the Underwriter will rely on (1i) in the event a selling group has been created in connection with the initial sale of the Series 2020A Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (2ii) in the event that the Underwriter is a party to a retail distribution agreement that was employed in connection with the initial sale of the Series 2020A Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Issuer CBE further acknowledges that the Underwriter shall be solely liable for its failure to comply with its agreement regarding the hold-the-offering-price rule, and that the Underwriter shall not be liable to the CBE for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a retail distribution agreement, agreement to comply with its corresponding agreement regarding the hold-the-offering-price rule rule, as applicable to the Series 2020A Bonds. The Underwriter confirms that any selling group agreement and each retail distribution agreement (to which the Underwriter is a party) relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating the Underwriter, each dealer who is a member of the selling group and each broker-dealer that is a party to such retail distribution agreement, as applicable, to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the Underwriter that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the public and (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter and as set forth in the related pricing wires. The Underwriter acknowledges that sales of any Series 2020A Bonds to any person that is a related party to the Underwriter an underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this sectionSection 1:

Establishment of Issue Price. The Underwriter agrees to assist the Issuer in establishing the issue price of the Series 2020A Bonds and shall execute and deliver to the Issuer at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Issuer and Co-Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Series 2020A Bonds. All actions to be taken by the Issuer under this section to establish the issue price of the Series 2020A Bonds may be taken on behalf of the Issuer by the Underwriter Advisor Issuer’s Co-Bond Counsel and any notice or report to be provided to the Issuer may be provided to the UnderwriterIssuer’s Co-Bond Counsel. [Except as otherwise set forth in Schedule A attached to Exhibit B,] the The Issuer will treat the first price at which 10% of each maturity of the Series 2020A Bonds (the “10% test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Agreement, the Underwriter shall report to the Issuer the price or prices at which it has sold to the public each maturity of the Series 2020A Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Series 2020A Bonds, the Underwriter agrees to promptly report to the Issuer the prices at which it sells the unsold Series 2020A Bonds of that maturity have been sold by the Underwriter to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until the 10% test has been satisfied as to the Series 2020A Bonds of that maturity or until all Series 2020A Bonds of that maturity have been sold to the public. [Schedule A and subsection (c) shall apply only if the Underwriter agrees to apply the hold-the-offering-price rule, as described below.] The Underwriter confirms that it has offered the Series 2020A Bonds to the public on or before the date of this Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth on Schedule ___ attached to Exhibit B, except as otherwise set forth therein. Schedule ___ also sets forth, as of the date of this Agreement, the maturities, if any, of the Series 2020A Bonds for which the 10% test has not been satisfied and for which the Issuer and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Issuer to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Series 2020A Bonds, the Underwriter will neither offer nor sell unsold Series 2020A Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following: the close of the fifth (5th) business day after the sale date; or the date on which the Underwriter has sold at least 10% of that maturity of the Series 2020A Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter confirms that any selling group agreement and any retail distribution agreement relating to the initial sale of the Series 2020A Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such retail distribution agreement, as applicable, to (iA) report the prices at which it sells to the public the unsold Series 2020A Bonds of each maturity allotted to it until it is notified by the Underwriter that either the 10% test has been satisfied as to the Series 2020A Bonds of that maturity or all Series 2020A Bonds of that maturity have been sold to the public and (iiB) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter. The Issuer acknowledges that, in making the representation set forth in this subsection, the Underwriter will rely on (1i) in the event a selling group has been created in connection with the initial sale of the Series 2020A Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (2ii) in the event that a retail distribution agreement was employed in connection with the initial sale of the Series 2020A Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Issuer further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a retail distribution agreement, to comply with its corresponding agreement regarding the hold-the-offering-price rule as applicable to the Series 2020A Bonds. The Underwriter acknowledges that sales of any Series 2020A Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section: