Ordinance 2002-162 - Laserfiche WebLink

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"Reserve Fund Instrument" means the issued by "State" means the State of Florida. with respect to the Bonds. "Underwriter" means Banc of America Securities LLC. "Underwriter's Counsel" means Moyle, Flanigan, Katz, Raymond & Sheehan, P.A. SECTION 2. Purchase and Sale of the Bonds. Upon the terms and conditions contained herein and upon the basis of the representations herein set forth, the Underwriter will purchase and the Issuer will sell, all, but not less than all, of the Bonds at an aggregate purchase price of $ , plus accrued interest from , 2002 to the date of Closing. The discount of $ reflected in the foregoing purchase price represents $ of net original issue discount and $ of underwriting discount with respect to the Bonds. The Bonds will have such terms and conditions as described in the Preliminary Official Statement and in Schedule A hereto, and will be. issued pursuant to the Bond Indenture. The Issuer will lend the proceeds of the Bonds to the Borrowers pursuant to the Loan Agreements. Pursuant to the Loan Agreements, the Borrowers will in the aggregate agree to make payments in amounts and at times corresponding to the principal and interest payments required on the Bonds. The Underwriter agrees to make an initial bona-fide public offering of the Bonds at the offering prices or yields set forth in Schedule A; provided, however, that the Underwriter reserves the right to: (i) offer and sell the Bonds to certain dealers and others at prices lower than such offering prices; (ii) change such offering prices after the initial offering to such extent as the Underwriter shall deem necessary in connection with the marketing of the Bonds. The Issuer and the Borrowers (i) ratify and approve the use by the Underwriter prior to the date hereof of the Preliminary Official Statement in connection with the offering of the Bonds and (ii) agree that the Official Statement and copies of the Loan Agreements and the Bond Indenture may be used by the Underwriter in the offering of the Bonds and (iii) agree that they will cooperate reasonably with the Underwriter if the Underwriter decides to qualify the Bonds under the securities act of any state except as limited by Sections 30) and 40) hereof. The Issuer and the Borrowers acknowledge that they have received a copy of the Preliminary Official Statement and have reviewed the same to their satisfaction, including the information therein under the section "Underwriting." SECTION 3. Representations, Warranties and Covenants of the Issuer. The Issuer represents and warrants to and covenants with the Underwriter and the Borrowers that: (a) The Issuer is a separate legal entity duly created and validly existing under Section 163.01, Florida Statutes. 3