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130 <br /> (d) Baird confirms that any selling group agreement and any retail <br /> distribution agreement (to which Baird is a parry) relating to the initial sale of the Bonds <br /> to the public, together with the related pricing wires, contains or will contain language <br /> obligating each underwriter, each dealer who is a member of the selling group and each <br /> broker-dealer that is a parry to such retail distribution agreement, as applicable, to (A) <br /> report the prices at which it sells to the public the unsold Bonds of each maturity allotted <br /> to it until it is notified by Baird that either the 10% test has been satisfied as to the Bonds <br /> of that maturity or all Bonds of that maturity have been sold to the public and (B) comply <br /> with the hold-the-offering-price rule, if applicable, in each case if and for so long as <br /> directed by Baird. The County acknowledges that, in making the representation set forth <br /> in this subsection, Baird will rely on (i) in the event a selling group has been created in <br /> connection with the initial sale of the Bonds to the public, the agreement of each dealer <br /> who is a member of the selling group to comply with the hold-the-offering-price rule, if <br /> applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) <br /> in the event that a retail distribution agreement was employed in connection with the initial <br /> sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such <br /> agreement to comply with the hold-the-offering-price rule, if applicable, as set forth in the <br /> retail distribution agreement and the related pricing wires. The County further <br /> acknowledges that the Underwriters shall not be liable for the failure of any dealer who is <br /> a member of a selling group, or of any broker-dealer that is a parry to a retail distribution <br /> agreement, to comply with its corresponding agreement regarding the hold-the-offering- <br /> price rule as applicable to the Bonds. <br /> (e) The Underwriters acknowledge that sales of any Bonds to any person <br /> that is a related parry to either of the Underwriters shall not constitute sales to the public <br /> for purposes of this section. Further, for purposes of this section: <br /> i. "public" means any person other than an underwriter or a related <br /> parry, <br /> ii. "underwriter" means (A) any person that agrees pursuant to a written <br /> contract with the County (or with the lead underwriter to form an <br /> underwriting syndicate) to participate in the initial sale of the Bonds <br /> to the public and (B) any person that agrees pursuant to a written <br /> contract directly or indirectly with a person described in clause (A)to <br /> participate in the initial sale of the Bonds to the public (including a <br /> member of a selling group or a party to a retail distribution agreement <br /> participating in the initial sale of the Bonds to the public), <br /> iii. a purchaser of any of the Bonds is a "related parry" to an underwriter <br /> if the underwriter and the purchaser are subject, directly or indirectly, <br /> to (i) at least 50% common ownership of the voting power or the total <br /> value of their stock, if both entities are corporations (including direct <br /> ownership by one corporation of another), (ii) more than 50% <br /> -4- <br />