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131 <br /> The Underwriters shall promptly advise the County when the Underwriters have sold 10% of that <br /> maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public,if <br /> that occurs prior to the close of the fifth(5th)business day after the sale date.] <br /> (d) Baird confirms that any selling group agreement and any retail distribution <br /> agreement(to which Baird is a party)relating to the initial sale of the Bonds to the public,together with the <br /> related pricing wires, contains or will contain language obligating each underwriter, each dealer who is a <br /> member of the selling group and each broker-dealer that is a party to such retail distribution agreement, as <br /> applicable,to(A)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 of that maturity <br /> or all Bonds of that maturity have been sold to the public and(B) comply with the hold-the-offering-price <br /> rule, if applicable, in each case if and for so long as directed by Baird. The County acknowledges that, in <br /> making the representation set forth in this subsection,Baird will rely on(i)in the event a selling group has <br /> been created in connection with the initial sale of the Bonds to the public,the agreement of each dealer who <br /> is a member of the selling group to comply with the hold-the-offering-price rule, if applicable, as set forth <br /> in a selling group agreement and the related pricing wires, and (ii) in the event that a retail distribution <br /> agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of <br /> each broker-dealer that is a party to such agreement to comply with the hold-the-offering-price rule, if <br /> applicable,as set forth in the 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 a member of a <br /> selling group, or of any broker-dealer that is a party to a retail distribution agreement, to comply with its <br /> corresponding agreement regarding the hold-the-offering-price rule as applicable to the Bonds. <br /> (e) The Underwriters acknowledge that sales of any Bonds to any person that is a <br /> related parry to either of the Underwriters shall not constitute sales to the public for purposes of this section. <br /> Further, for purposes of this section: <br /> i. "public"means any person other than an underwriter or a related party, <br /> ii. "underwriter"means(A)any person that agrees pursuant to a written contract with <br /> the County (or with the lead underwriter to form an underwriting syndicate) to <br /> participate in the initial sale of the Bonds to the public and (B) any person that <br /> agrees pursuant to a written contract directly or indirectly with a person described <br /> in clause (A)to participate in the initial sale of the Bonds to the public (including <br /> a 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 if the <br /> underwriter and the purchaser are subject, directly or indirectly,to(i)at least 50% <br /> common ownership of the voting power or the total value of their stock, if both <br /> entities are corporations (including direct ownership by one corporation of <br /> another),(ii)more than 50%common ownership of their capital interests or profits <br /> interests, if both entities are partnerships (including direct ownership by one <br /> partnership of another),or(iii)more than 50%common ownership of the value of <br /> the outstanding stock of the corporation or the capital interests or profit interests <br /> of the partnership, as applicable, if one entity is a corporation and the other entity <br /> is a partnership (including direct ownership of the applicable stock or interests by <br /> one entity of the other), and <br /> iv. "sale date" means the date of execution of this Bond Purchase Agreement by all <br /> parties. <br /> -3- <br />