|
4
<br />4925-0715-6784.2
<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
<br />Issuer 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 />
<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-the-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 />
<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 Issuer
<br />(or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale
<br />of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly
<br />or 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 />(3) a purchaser of any of the Bonds is a “related party” to an underwriter if the underwriter and the
<br />purchaser are subject, directly or indirectly, to (A) more than 50% common ownership of the
<br />voting power or the total value of their stock, if both entities are corporations (including direct
<br />ownership by one corporation or another), (B) more than 50% common ownership of their
<br />capital interests or profits interests, if both entities are partnerships (including direct ownership
<br />by one partnership of another), or (C) more than 50% common ownership of the value of the
<br />outstanding stock of the corporation or the capital interests or profit interests of the partnership,
|