If, prior to delivery of the Series 2018 Bonds, the interest receivable by the owners of such Series 2018 Bonds becomes includable in gross income for federal income tax purposes, or becomes subject to federal income tax other than as described in the Preliminary Official Statement, the successful bidder, at its option, may be relieved of its obligation to purchase the Series 2018 Bonds and, in that case, the good faith deposit accompanying its bid will be returned without interest. The Series 2018 Bonds will be delivered in “book-entry only” form in accordance with the letter of representations from the University to DTC. As of the date of the award of the Series 2018 Bonds, each successful bidder must either participate in DTC or clear through or maintain a custodial relationship with an entity that participates in DTC. The University will furnish to the successful bidder one CD-ROM transcript of proceedings; additional transcripts will be furnished at the successful bidder’s cost. Establishment of Issue Price Hold-the-Offering-Price Rule May Apply if Competitive Sale Requirements are Not Satisfied The successful bidder shall assist the University in establishing the issue price of the Series 2018 Bonds and shall execute and deliver to the University on the Closing Date an “issue price” or similar certificate setting forth the reasonably expected initial offering price to the public or the sales price or prices of the Series 2018 Bonds, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit A, with such modifications as may be appropriate or necessary, in the reasonable judgment of the successful bidder, the University and Bond Counsel. All actions to be taken by the University under this Official Notice of Sale to establish the issue price of the Series 2018 Bonds may be taken on behalf of the University by the University’s Financial Advisor identified herein and any notice or report to be provided to the University may be provided to the University’s Financial Advisor. The University intends that the provisions of Treasury Regulation Section 1.148-1(f)(3)(i) (defining “competitive sale” for purposes of establishing the issue price of the Series 2018 Bonds) will apply to the initial sale of the Series 2018 Bonds (the “competitive sale requirements”) because: (i) the University shall disseminate this Official Notice of Sale to potential underwriters in a manner that is reasonably designed to reach potential underwriters; (ii) all bidders shall have an equal opportunity to bid; (iii) the University may receive bids from at least three underwriters of municipal bonds who have established industry reputations for underwriting new issuances of municipal bonds; and (iv) University anticipates awarding the sale of the Series 2018 Bonds to the bidder who submits a firm offer to purchase the Series 2018 Bonds at the highest price (or lowest interest cost), as set forth in this Official Notice of Sale. Any bid submitted pursuant to this Official Notice of Sale shall be considered a firm offer for the purchase of the Bonds, as specified in the bid. By submitting a bid for the Bonds, each bidder certifies that it has an established industry reputation for underwriting new issuance of municipal bonds unless specifically noted in the bid. In the event that the competitive sale requirements are not satisfied , the University shall so advise the successful bidder. The University will treat (i) the first price at which 10% of a maturity of the Series 2018 Bonds (the “10% test”) is sold to the public on the sale date as the issue price of that maturity or (ii) the initial offering price to the public as of the sale date of any maturity of the Series 2018 Bonds as the issue price of that maturity (the “hold-the-offering- price rule”), in each case applied on a maturity-by-maturity basis. The successful bidder shall advise the University if any maturity of the Series 2018 Bonds satisfies the 10% test as of the date and time of the award of the Series 2018 Bonds. The University shall promptly advise the successful bidder, at or before the time of award of the Series 2018 Bonds, which maturities of the Series 2018 Bonds shall be subject to the 10% test or shall be subject to the hold-the-offering-price rule. Bids will not be subject to cancellation in the event that the University determines to apply the hold-the-offering-price rule to any maturity of the Series 2018 Bonds. Bidders should prepare their bids on the assumption that some or all of the maturities of the Series 2018 Bonds will be subject to the hold-the-offering-price rule in order to establish the issue price of the Series 2018 Bonds. By submitting a bid, the successful bidder shall (i) confirm that the underwriters have offered or will offer the Series 2018 Bonds to the public on or before the date of award at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in the bid submitted by the successful bidder and (ii) agree, on behalf of the underwriters participating in the purchase of the Series 2018 Bonds, that the underwriters will neither offer nor sell unsold Series 2018 Bonds of any maturity to which the hold-the-offering-price rule shall apply to any person at a
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