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maturity have been sold to the public and (B) comply with the hold-the-offering-price rule, if applicable, in
each case if and for so long as directed by the Underwriter. The Issuer acknowledges that, in making the
representation set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has
been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who
is a member of the selling group to comply with the hold-the-offering-price rule, if applicable, as set forth
in a selling group agreement and the related pricing wires, and (ii) in the event that a retail distribution
agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of
each broker-dealer that is a party to such agreement to comply with the hold-the-offering-price rule, if
applicable, as set forth in the retail distribution agreement and the related pricing wires. The Issuer further
acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a
selling group, or of any broker-dealer that is a party to a retail distribution agreement, to comply with its
corresponding agreement regarding the hold-the-offering-price rule as applicable to the Bonds.
(d) The Underwriter acknowledges that sales of any Bonds to any person that is a related party
to the Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes
of this section:
(i) “public” means any person other than an underwriter or a related party,
(ii) “underwriter” means (A) any person that agrees pursuant to a written contract with
the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the
initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract
directly or indirectly with a person described in clause (A) to participate in the initial sale of the
Bonds to the public (including a member of a selling group or a party to a retail distribution
agreement participating in the initial sale of the Bonds to the public),
(iii) a purchaser of any of the Bonds is a “related party” to an underwriter if the
underwriter and the purchaser are subject, directly or indirectly, to (A) more than 50% common
ownership of the voting power or the total value of their stock, if both entities are corporations
(including direct ownership by one corporation of another), (B) more than 50% common ownership
of their capital interests or profits interests, if both entities are partnerships (including direct
ownership by one partnership of another), or (C) more than 50% common ownership of the value
of the outstanding stock of the corporation or the capital interests or profit interests of the
partnership, as applicable, if one entity is a corporation and the other entity is a partnership
(including direct ownership of the applicable stock or interests by one entity of the other), and
(iv) “sale date” means the date of execution of this Bond Purchase Agreement by all
parties.
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