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on (i) the agreement of each underwriter to comply with the requirements for establishing issue price of
<br />the Bonds, including, but not limited to, its agreement to comply with the Hold -the -Offering -Price Rule,
<br />if applicable to the Bonds, as set forth in an agreement among underwriters and the related pricing wires,
<br />(ii) in the event a selling group has been created in connection with the initial sale of the Bonds to the
<br />public, the agreement of each dealer who is a member of the selling group to comply with the
<br />requirements for establishing issue price of the Bonds, including but not limited to, its agreement to
<br />comply with the Hold -the -Offering -Price Rule, if applicable to the Bonds, as set forth in a selling group
<br />agreement and the related pricing wires, and (iii) in the event that an underwriter or dealer who is a
<br />member of the selling group is a party to a third -party distribution agreement that was employed in
<br />connection with the initial sale of the Bonds to the public, the agreement of each broker -dealer that is a
<br />party to such agreement to comply with the requirements for establishing issue price of the Bonds,
<br />including, but not limited to, its agreement to comply with the Hold -the -Offering -Price Rule, if applicable
<br />to the Bonds, as set forth in the third -party distribution agreement and the related pricing wires. The City
<br />further acknowledges that each underwriter shall be solely liable for its failure to comply with its
<br />agreement regarding the requirements for establishing issue price of the Bonds, including but not limited
<br />to, its agreement to comply with the Hold -the -Offering -Price Rule, if applicable to the Bonds, and that no
<br />underwriter shall be liable for the failure of any other underwriter, or of any dealer who is a member of a
<br />selling group, or of any broker -dealer that is a party to a third -party distribution agreement to comply with
<br />its corresponding agreement to comply with the requirements for establishing issue price of the Bonds,
<br />including, but not limited to, its agreement to comply with the Hold -the -Offering -Price Rule if applicable
<br />to the Bonds.
<br />By submitting a bid, each bidder confirms that: (i) any agreement among underwriters, any selling group
<br />agreement and each third -party distribution agreement (to which the bidder is a party) relating to the
<br />initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain
<br />language obligating each underwriter, each dealer who is a member of the selling group, and each broker -
<br />dealer that is a party to such third -party distribution agreement, as applicable, (A) to comply with the
<br />Hold-tbe-Offering-Price Rule, if applicable if and for so long as directed by the winning bidder and as set
<br />forth in the related pricing wires, (B) to promptly notify the winning bidder of any sales of Bonds that to
<br />its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial
<br />sale of the Bonds to the public (each such term being used as defined below), and (C) to acknowledge
<br />that, unless otherwise advised by the underwriter, dealer or broker -dealer, the winning bidder shall
<br />assume that each order submitted by the underwriter, dealer or broker -dealer is a sale to the public, and
<br />(ii) any agreement among underwriters or selling group agreement relating to the initial sale of the Bonds
<br />to the public, together with the related pricing wires, contains or will contain language obligating each
<br />underwriter or dealer that is a. party to a third -party distribution agreement to be employed in connection
<br />with the initial sale of the Bonds to the public to require each broker -dealer that is a party to such retail
<br />distribution agreement to comply with the Hold -the -Offering -Price Rule, if applicable, in each case if and
<br />for so long as directed by the winning bidder or the underwriter and as set forth in the related pricing
<br />wires.
<br />Notes: Sales of any Bonds to any person that is a related party to an underwriter participating in the
<br />initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute
<br />sales to the public for purposes of this Notice of Sale. Further, for purposes of this Notice of Sale:
<br />(1) `public " means any person other than an underwriter or a related party,
<br />(2) "underwriter" means (A) any person that agrees pursuant to a written contract with the City (or
<br />with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of
<br />the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or
<br />indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to
<br />the public (including a member of a selling group or a party to a third party distribution
<br />agreement participating in the initial sale of the Bonds to the public).
<br />A-4
<br />CE155-29-699697.vl
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