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f) carry out an extensive pre -sale marketing effort for each financing to <br />be distributed by public offering so as to expose the issue to the largest <br />possible number of potential investors, thus stimulating market interest <br />and achieving the lowest interest rates available. In conjunction with the <br />pre -sale marketing activity the Underwriters shall, as deemed necessary or <br />desirable for each financing; <br />(1) investigate the desirability of and eligibility for bond <br />insurance. <br />(2) arrange meetings with the rating services and assist the Issuer <br />in preparing and making the presentations. <br />(3) arrange and conduct information meetings with institutional <br />investors and other dealer firms. <br />(4) keep the Issuer continually informed as to the status of the <br />financial markets, the pre -sale marketing activity and the interest rates <br />and terms likely to be available on the sale date. <br />(5) reserve the right for each particular financing to determine if <br />distribution of the issue can best be accomplished via public offering or <br />private placement. <br />g) employ and pay the fees of Underwriters Counsel when such counsel is <br />deemed necessary. <br />h) present a negotiated purchase, proposal to the Issuer to purchase not <br />less than all the Bonds or Notes to be issued for each financing. The <br />negotiated purchase proposals shall be subject to: <br />(1) prevailing market conditions at the time the proposal is <br />presented to the Issuer. <br />(2) terms and conditions established in the proposal. <br />(3) an unqualified opinion as to the legality and tax-exempt status <br />of the Bonds or Notes from Bond Counsel. <br />D submit an investment proposal for the investment of temporarily idle <br />proceeds of each financing so as to maximize interest earnings while <br />preserving the principal amount of the investment, maintaining liquidity <br />and minimizing market risk due to liquidation of investments prior to <br />maturity. The investment proposal will be separable from the negotiated <br />purchase proposal to purchase the Bonds/Notes. <br />j) pay their own expenses in the event any particular financing does not <br />take place. <br />2. The Issuer agrees to: <br />a) cooperate with the Underwriters in providing or developing information <br />4 <br />BQOK . 7 PAGE <br />OCT 211981 11 I <br />� J <br />