Common use of Appointment of Dealer Manager Clause in Contracts

Appointment of Dealer Manager. The City and the Authority hereby appoint Xxxxx Fargo Bank, N.A. (“Xxxxx Fargo”) as dealer manager for the Tender/Exchange Program (the “Dealer Manager”) and authorizes the Dealer Manager to act on the Authority’s behalf in accordance with the terms of the Tender/Exchange Documents. In connection therewith, the Dealer Manager agrees, in accordance with its customary practice, to perform those services in connection with the Tender/Exchange Program as are customarily performed by investment banks in connection with tender offers of like nature, including, without limitation, using reasonable efforts to solicit tenders of Target Bonds in the United States pursuant to the Tender/Exchange Program and communicating generally in the United States regarding the Tender/Exchange Program with brokers, dealers, commercial banks and trust companies and other holders of the Target Bonds. Pursuant to the Invitation, each Bondowner who participates in the Exchange Invitation must be either (i) a sophisticated municipal market professional as defined in Rule D-15 of the Municipal Securities Rulemaking Board or (ii) a “qualified institutional buyer” within the meaning of Rule 144a promulgated under the Securities Act of 1933, as amended, all as more particularly set forth in the Invitation. The parties acknowledge and agree that the Dealer Manager may perform certain of its services contemplated hereby through its affiliates and any of its affiliates performing services hereunder shall be entitled to the benefits and be subject to the terms and conditions of this Agreement. The City and the Authority acknowledge that they, together with their municipal advisor, will make the final determination of the Target Bonds to be accepted for purchase or exchange pursuant to the Tender/Exchange Program, and the terms applicable thereto. The City and the Authority have approved and prepared the Tender/Exchange Documents and are solely responsible for the Tender/Exchange Documents and authorize the Dealer Manager to use the Tender/Exchange Documents in connection with the solicitation of offers to tender Target Bonds for purchase or exchange as described in the Tender/Exchange Documents. The City and the Authority shall have sole authority for acceptance or rejection of any and all tenders of Target Bonds. The Dealer Manager agrees to furnish no written material to holders of the Target Bonds in connection with the Tender/Exchange Program other than the Tender/Exchange Documents. The City and the Authority acknowledge and agree that (i) the Dealer Manager is not acting as a municipal advisor within the meaning of Section 15B of Securities Exchange Act, as amended, (ii) the primary role of the Dealer Manager, as Dealer Manager, is to solicits offers for tender for purchase or exchange pursuant to the Tender/Exchange Documents, in an arm’s-length commercial transaction among the City, the Authority and the Dealer Manager, and the Dealer Manager has financial and other interests that differ from those of the City and the Corporation;

Appointment of Dealer Manager. (a) The City Company hereby appoints you and authorizes you to act as the Authority hereby appoint Xxxxx Fargo Bank, N.A. (“Xxxxx Fargo”) as exclusive dealer manager for the Tender/Exchange Program (the “Dealer Manager”) to the Company in connection with the Exchange Offer. On the basis of the representations, warranties and authorizes agreements contained in this Agreement, you hereby accept such appointment upon the terms and subject to the conditions set forth in this Agreement, until the earlier of (a) the termination by either party of this Agreement in accordance herewith and (b) the Settlement Date (as defined below). As Dealer Manager to act on the Authority’s behalf Manager, you agree, in accordance with your customary practice, to use your customary reasonable efforts to solicit Old Notes to be surrendered for exchange pursuant to the terms of the Tender/Exchange Documents. In connection therewith, Offer from “qualified institutional buyers” (as that term is defined in Rule 144A under the Dealer Manager agrees, in accordance with its customary practice, Securities Act (as defined below)) and to perform those services in connection with the Tender/Exchange Program Offer as are customarily performed by investment banks dealer managers in connection with tender exchange offers of like nature. (b) The Company acknowledges and agrees that the Dealer Manager and each of its affiliates, includingand its and their respective officers, without limitationdirectors, using reasonable efforts to solicit tenders of Target Bonds in the United States pursuant to the Tender/Exchange Program and communicating generally in the United States regarding the Tender/Exchange Program with brokersshareholders, dealerspartners, commercial banks and trust companies and other holders of the Target Bonds. Pursuant to the Invitationmembers, each Bondowner who participates in the Exchange Invitation must be either controlling persons (i) a sophisticated municipal market professional as defined in Rule D-15 of the Municipal Securities Rulemaking Board or (ii) a “qualified institutional buyer” within the meaning of Rule 144a promulgated under Section 15 of the Securities Act of 1933, as amended, all or Section 20(a) of the Securities Exchange Act of 1934, as more particularly set forth amended), employees, agents, representatives, counsel and other advisors and their respective successors, heirs and assigns shall have no liability (in tort, contract, or otherwise) to the InvitationCompany, its affiliates or any other person for any losses, claims, damages, liabilities, or expenses arising from any act or omission on the part of any broker or dealer in securities, bank or trust company, or any other person in connection with the Exchange Offer or arising from your engagement or services as Dealer Manager hereunder or otherwise in connection with the Exchange Offer, except solely to the extent such losses, claims, damages, liabilities, or expenses are determined by a final and nonappealable judgment of a court of competent jurisdiction to have resulted from your gross negligence, willful misconduct or bad faith. The parties acknowledge Company acknowledges and agree agrees that you shall act as an independent contractor, and nothing herein contained shall constitute you an agent of the Company or any other person in connection with the solicitation of any Old Notes pursuant to the Exchange Offer. The Company shall have sole authority for the acceptance or rejection of any and all tenders of Old Notes. Neither the Company nor any of its affiliates shall be deemed to act as your agents. The Company acknowledges and agrees that you may perform your services as Dealer Manager may perform certain of its services contemplated hereby hereunder through its affiliates or in conjunction with your affiliates, and any of its your affiliates performing services hereunder shall be entitled to the benefits and be subject to the terms and conditions of this Agreement. The City Company acknowledges and agrees that you shall not be deemed for any purpose, to act as a partner or joint venturer of, or a member of a syndicate or group with, the Authority acknowledge that they, together with their municipal advisor, will make the final determination Company or any of the Target Bonds to be accepted for purchase or exchange pursuant to the Tender/Exchange Program, and the terms applicable thereto. The City and the Authority have approved and prepared the Tender/Exchange Documents and are solely responsible for the Tender/Exchange Documents and authorize the Dealer Manager to use the Tender/Exchange Documents its affiliates in connection with the solicitation Exchange Offer, any exchange of offers to tender Target Bonds Old Notes for purchase New Notes or exchange as described in the Tender/Exchange Documents. otherwise. (c) The City Company acknowledges and the Authority shall have sole authority for acceptance or rejection of any and all tenders of Target Bonds. The Dealer Manager agrees to furnish no written material to holders of the Target Bonds in connection with the Tender/Exchange Program other than the Tender/Exchange Documents. The City and the Authority acknowledge and agree that (i) the Dealer Manager is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Exchange Offer (including in connection with determining the terms of the Exchange Offer and the New Notes) and not acting as a municipal advisor within fiduciary to, or an agent of, the meaning of Section 15B of Securities Exchange ActCompany or any other person. Additionally, the Company acknowledges and agrees that you are not advising the Company or any other person as amendedto any legal, (ii) the primary role tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the Dealer Managerterms of the New Notes and the Exchange Offer, as Dealer Manager, is to solicits offers for tender for purchase and you shall have no responsibility or exchange pursuant liability to the Tender/Exchange Documents, in an arm’s-length commercial transaction among Company with respect thereto. Any review by you of the CityCompany, the Authority Exchange Offer, the New Notes or other matters relating to the Exchange Offer will be performed solely for your benefit and the Dealer Manager, and the Dealer Manager has financial and other interests that differ from those shall not be on behalf of the City and the Corporation;Company.

Appointment of Dealer Manager. The City Commission hereby appoints Xxxxxxx Xxxxx & Co. LLC (“Goldman”) and the Authority hereby appoint Xxxxx Fargo Bank, N.A. (“Xxxxx Fargo”) as co-dealer manager managers for the Tender/Exchange Tender Program (each a “Dealer Manager” and, collectively, the “Dealer ManagerManagers”) and authorizes the Dealer Manager Managers to act on the AuthorityCommission’s behalf in accordance with the terms of the Tender/Exchange DocumentsTender Materials. In connection therewith, the each Dealer Manager agrees, in accordance with its customary practice, to perform those services in connection with the Tender/Exchange Tender Program as are customarily performed by investment banks in connection with tender offers of like nature, including, without limitation, using reasonable efforts to solicit tenders of Target Bonds Securities in the United States pursuant to the Tender/Exchange Tender Program and communicating generally in the United States regarding the Tender/Exchange Tender Program with brokers, dealers, commercial banks and trust companies and other holders of the Target Bonds. Pursuant to the Invitation, each Bondowner who participates in the Exchange Invitation must be either (i) a sophisticated municipal market professional as defined in Rule D-15 of the Municipal Securities Rulemaking Board or (ii) a “qualified institutional buyer” within the meaning of Rule 144a promulgated under the Securities Act of 1933, as amended, all as more particularly set forth in the InvitationSecurities. The parties acknowledge and agree that the each Dealer Manager may perform certain of its services contemplated hereby through its affiliates and any of its affiliates performing services hereunder shall be entitled to the benefits and be subject to the terms and conditions of this Agreement. The City and the Authority acknowledge that they, together with their municipal advisor, will make the final determination of the Target Bonds to be accepted for purchase or exchange pursuant to the Tender/Exchange Program, and the terms applicable thereto. The City and the Authority have Commission has approved and prepared the Tender/Exchange Documents Tender Materials and are is solely responsible for the Tender/Exchange Documents Tender Materials and authorize authorizes the Dealer Manager Managers to use the Tender/Exchange Documents Tender Materials in connection with the solicitation of offers to tender Target Bonds for purchase or exchange tenders as described in the Tender/Exchange DocumentsTender Materials. The City and the Authority Commission shall have sole authority for acceptance or rejection of any and all tenders of Target BondsSecurities. The Dealer Manager agrees Managers agree to furnish no written material to holders of the Target Bonds Securities in connection with the Tender/Exchange Tender Program other than the Tender/Exchange DocumentsTender Materials. The City and the Authority acknowledge and agree that (i) Commission acknowledges the Dealer Manager is Managers are not acting as municipal advisors, financial advisors or fiduciaries to the Commission or any other person or entity and that the Dealer Managers have not assumed any advisory or fiduciary responsibility to the Commission with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Dealer Managers have provided other services or are currently providing other services to the Commission on other matters). It is understood that nothing in this Agreement nor the nature of any Dealer Manager services shall be deemed to create a municipal advisor within fiduciary or agency relationship between either Dealer Manager and the meaning of Section 15B of Securities Exchange ActCommission and the Commission expressly disclaims any such fiduciary or agency relationship with the Dealer Managers. The Commission authorizes the Dealer Managers to communicate regarding the Tender Program with The Depository Trust Company (“DTC”), as amendedinformation and tender agent (the “Information and Tender Agent”), (ii) the primary role of the Dealer Managerand U.S. Bank, National Association, as Dealer Manager, is to solicits offers for tender for purchase or exchange pursuant to the Tender/Exchange Documents, in an arm’s-length commercial transaction among the City, the Authority and the Dealer Manager, and the Dealer Manager has financial and other interests that differ from those of the City and the Corporation;trustee.

Appointment of Dealer Manager. (a) The City Company hereby appoints you and authorizes you to act as the Authority hereby appoint Xxxxx Fargo Bank, N.A. (“Xxxxx Fargo”) as exclusive dealer manager for the Tender/Exchange Program (the “Dealer Manager”) and authorizes to the Dealer Manager to act on the Authority’s behalf Company in accordance connection with the terms Rights Offering. On the basis of the Tender/Exchange Documentsrepresentations, warranties and agreements contained in this Agreement, you hereby accept such appointment upon the terms and subject to the conditions set forth in this Agreement until the earlier of: (i) the termination by either party of this Agreement and (ii) the date of the issuance of the New Notes and the Unit Warrants to holders that have exercised the Rights distributed in the Rights Offering (the “Settlement Date”). In connection therewithAs Dealer Manager, the Dealer Manager agreesyou agree, in accordance with its your customary practice, to perform those services in connection with the Tender/Exchange Program Rights Offering as are customarily performed by investment banks you in connection with tender offers transactions of like nature and by investment banking firms in connection with acting as dealer manager of rights offerings of like nature, including, without limitationbut not limited to, assisting the Company in its preparation of the Rights Offering Materials (as defined below) and using commercially reasonable efforts to solicit tenders assist the Company in identifying Rights holders, soliciting the exercise of Target Bonds in the United States Rights pursuant to the Tender/Exchange Program and Rights Offering, communicating generally in the United States regarding the Tender/Exchange Program Rights Offering with brokers, dealers, commercial banks and banks, trust companies and other holders persons, including other Rights holders, and facilitating communications with Rights Holders until the date on which the Rights subscription period expires or the Rights Offering is otherwise terminated in accordance with its terms. (b) The Company acknowledges and agrees that the Dealer Manager and each of the Target Bonds. Pursuant to the Invitationits affiliates, each Bondowner who participates in the Exchange Invitation must be either and its and their respective officers, directors, shareholders, partners, members, controlling persons (i) a sophisticated municipal market professional as defined in Rule D-15 of the Municipal Securities Rulemaking Board or (ii) a “qualified institutional buyer” within the meaning of Rule 144a promulgated under Section 15 of the Securities Act (as defined below) or Section 20(a) of 1933the Exchange Act (as defined below)), employees, agents, representatives, counsel and other advisors and their respective successors, heirs and assigns shall have no liability (in tort, contract, or otherwise) to the Company, its affiliates or any other person for any losses, claims, damages, liabilities, or expenses arising from any act or omission on the part of any broker or dealer in securities, bank or trust company, or any other person in connection with the Rights Offering or arising from your engagement or services as amendedDealer Manager hereunder or otherwise in connection with the Rights Offering, all as more particularly set forth in except solely to the Invitationextent such losses, claims, damages, liabilities, or expenses are determined by a final and nonappealable judgment of a court of competent jurisdiction to have resulted primarily from your fraud, bad faith, gross negligence or willful misconduct. The parties acknowledge Company acknowledges and agree agrees that you shall act as an independent contractor, and nothing herein contained shall constitute you an agent of the Company or any other person in connection with activities undertaken in furtherance of the Rights Offering. Neither the Company nor any of its affiliates shall be deemed to act as your agents. The Company acknowledges and agrees that you may perform your services as Dealer Manager may perform certain of its services contemplated hereby hereunder through its affiliates or in conjunction with your affiliates, and any of its your affiliates performing services hereunder shall be entitled to the benefits and be subject to the terms and conditions of this Agreement. The City Company acknowledges and agrees that you shall not be deemed for any purpose, to act as a partner or joint venture of, or a member of a syndicate or group with, the Authority acknowledge that they, together with their municipal advisor, will make the final determination Company or any of the Target Bonds to be accepted for purchase or exchange pursuant to the Tender/Exchange Program, and the terms applicable thereto. The City and the Authority have approved and prepared the Tender/Exchange Documents and are solely responsible for the Tender/Exchange Documents and authorize the Dealer Manager to use the Tender/Exchange Documents its affiliates in connection with the solicitation of offers Rights Offering, any activities related to tender Target Bonds for purchase the Transactions or exchange as described in the Tender/Exchange Documents. otherwise. (c) The City Company acknowledges and the Authority shall have sole authority for acceptance or rejection of any and all tenders of Target Bonds. The Dealer Manager agrees to furnish no written material to holders of the Target Bonds in connection with the Tender/Exchange Program other than the Tender/Exchange Documents. The City and the Authority acknowledge and agree that (i) the Dealer Manager is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Rights Offering (including in connection with advising with respect to the terms of the Rights Offering, the Rights, the Units, the New Notes and the Warrants) and not acting as a municipal financial advisor within or a fiduciary to, or an agent of, the meaning of Section 15B of Securities Exchange ActCompany or any other person. Additionally, the Company acknowledges and agrees that you are not advising the Company or any other person as amendedto any legal, (ii) the primary role tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the Dealer Managerterms of the Rights Offering, as Dealer Managerthe Rights, is to solicits offers for tender for purchase the Units, the New Notes and the Warrants, and you shall have no responsibility or exchange pursuant liability to the Tender/Exchange Documents, in an arm’s-length commercial transaction among Company with respect thereto. Any review by you of the CityCompany, the Authority Rights Offering, the Rights, the Units, the New Notes and the Dealer Manager, Warrants or other matters relating to the Rights Offering will be performed solely for your benefit and the Dealer Manager has financial and other interests that differ from those shall not be on behalf of the City and the Corporation;Company.

Appointment of Dealer Manager. The City and the Authority Issuer hereby appoint Xxxxx Fargo Bankappoints X. X. Xx La Xxxx & Co., N.A. (“Xxxxx Fargo”) Inc. as exclusive dealer manager for in connection with the Tender/Exchange Program Tender Offer (the “Dealer Manager”) and authorizes the Dealer Manager X. X. Xx Xx Xxxx & Co., Inc. to act on the Authority’s its behalf in accordance with this Dealer Manager Agreement (this “Agreement”) and the terms of the Tender/Exchange DocumentsTender Offer Materials. In connection therewith, the The Dealer Manager agreesand any broker, in accordance with its customary practicedealer, commercial bank or trust company are authorized to perform those services use the Tender Offer Materials in connection with the Tender/Exchange Program as are customarily performed by investment banks in connection Dealer Manager’s solicitation, together with tender the Issuer, of offers of like nature, including, without limitation, using reasonable efforts for Bonds to solicit tenders of Target Bonds in be tendered to the United States Issuer for purchase pursuant to the Tender/Exchange Program and communicating generally in the United States regarding the Tender/Exchange Program with brokers, dealers, commercial banks and trust companies and other holders terms of the Target Bonds. Pursuant to the Invitation, each Bondowner who participates in the Exchange Invitation must be either (i) a sophisticated municipal market professional as defined in Rule D-15 of the Municipal Securities Rulemaking Board or (ii) a “qualified institutional buyer” within the meaning of Rule 144a promulgated under the Securities Act of 1933, as amended, all as more particularly set forth in the Invitation. The parties acknowledge and agree that the Dealer Manager may perform certain of its services contemplated hereby through its affiliates and any of its affiliates performing services hereunder shall be entitled to the benefits and be subject to the terms and conditions of this Agreement. The City and the Authority acknowledge that they, together with their municipal advisor, will make the final determination of the Target Bonds to be accepted for purchase or exchange pursuant to the Tender/Exchange Program, and the terms applicable thereto. The City and the Authority have approved and prepared the Tender/Exchange Documents and are solely responsible for the Tender/Exchange Documents and authorize the Dealer Manager to use the Tender/Exchange Documents in connection with the solicitation of offers to tender Target Bonds for purchase or exchange as described in the Tender/Exchange Documents. The City and the Authority shall have sole authority for acceptance or rejection of any and all tenders of Target BondsTender Offer. The Dealer Manager agrees to furnish no written material to holders of the Target Bonds in connection with the Tender/Exchange Program Tender Offer other than the Tender/Exchange Documents. The City Tender Offer Materials, and the Authority acknowledge and agree that (i) the Dealer Manager is not acting as a municipal advisor within authorized to accept on the meaning of Section 15B of Securities Exchange ActIssuer’s behalf any offer made in response to the Tender Offer, as amendedor otherwise bind the City, (ii) without the primary role City’s prior written consent. It is understood that nothing in this Agreement nor the nature of the Dealer Manager’s services shall be deemed to create a fiduciary or agency relationship between the Dealer Manager and the Issuer. The Issuer authorizes the Dealer Manager to communicate with The Depository Trust Company (the “DTC”), and Bondholder Communications Group, as information and tender agent (the “Information and Tender Agent”). The Issuer has instructed or will instruct DTC and the Information and Tender Agent to advise the Dealer Manager, is Manager at least daily as to solicits offers for tender for purchase or exchange the principal amount of Bonds that have been tendered pursuant to the Tender/Exchange Documents, Tender Offer and such other matters in an arm’s-length commercial transaction among connection with the City, the Authority and the Dealer Manager, and Tender Offer as the Dealer Manager has financial and other interests that differ from those of the City and the Corporation;may reasonably request.

Appointment of Dealer Manager. The City Authority and the Authority City hereby appoint Xxxxxxx Xxxxx Fargo Bank, N.A. & Co. LLC (“Xxxxx FargoXxxxxxx Xxxxx”) as dealer manager for the Tender/Exchange Tender Program (the “Dealer Manager”) and authorizes authorize the Dealer Manager to act on the City’s and Authority’s behalf in accordance with the terms of the Tender/Exchange Tender Documents. In connection therewith, the Dealer Manager agrees, in accordance with its customary practice, to perform those services in connection with the Tender/Exchange Tender Program as are customarily performed by investment banks in connection with tender offers of like nature, including, without limitation, using reasonable efforts to solicit tenders of Target Bonds in the United States pursuant to the Tender/Exchange Tender Program and communicating generally in the United States regarding the Tender/Exchange Tender Program with brokers, dealers, commercial banks and trust companies and other holders of the Target Bonds. Pursuant to the Invitation, each Bondowner who participates in the Exchange Invitation must be either (i) a sophisticated municipal market professional as defined in Rule D-15 of the Municipal Securities Rulemaking Board or (ii) a “qualified institutional buyer” within the meaning of Rule 144a promulgated under the Securities Act of 1933, as amended, all as more particularly set forth in the Invitation. The parties acknowledge and agree that the Dealer Manager may perform certain of its services contemplated hereby through its affiliates and any of its affiliates performing services hereunder shall be entitled to the benefits and be subject to the terms and conditions of this Agreement. The City Authority and the City acknowledge that the Dealer Manager and its affiliates are engaged in a broad range of securities activities and financial services. In the ordinary course of the Dealer Manager’s business, the Dealer Manager or its affiliates (i) may at any time hold long or short positions, and may trade or otherwise effect transactions, for its own account or the accounts of its customers, in debt securities of the Authority and the City, including but not limited to, the Target Bonds, and (ii) may at any time be providing or arranging financing and other financial services to companies or entities that may be involved in a competing transaction. The Authority and the City acknowledge that they, together with their municipal advisor, will make the final determination of the Target Bonds to be accepted for purchase or exchange pursuant to the Tender/Exchange Tender Program, and the terms applicable thereto. The City Authority and the Authority City have approved and prepared prepared, or will approve and prepare, the Tender/Exchange Tender Documents and are solely responsible for the Tender/Exchange Tender Documents (subject to the rights of the Dealer Manager to consent to any amendment, supplement or additional materials pursuant to Section 3(b) hereof), and authorize the Dealer Manager to use the Tender/Exchange Tender Documents in connection with the solicitation of offers to tender Target Bonds for purchase or exchange as described in the Tender/Exchange Tender Documents. The City Authority and the Authority City shall have sole authority for acceptance or rejection of any and all tenders of Target Bonds. The Dealer Manager agrees to furnish no written material to holders of the Target Bonds in connection with the Tender/Exchange Tender Program other than the Tender/Exchange Tender Documents. The City Authority and the Authority City acknowledge and agree that (i) the Dealer Manager is not acting as a municipal advisor within the meaning of Section 15B of Securities Exchange Act, as amended, (ii) the primary role of the Dealer Manager, as Dealer Manager, is to solicits offers for tender for purchase or exchange pursuant to the Tender/Exchange Tender Documents, in an arm’s-length commercial transaction among the CityAuthority, the Authority City and the Dealer Manager, and the Dealer Manager has financial and other interests that differ from those of the Authority and the City; (iii) the Dealer Manager is not acting as a municipal advisor, financial advisor or fiduciary of the Authority or the City and the Corporation;Dealer Manager has not assumed an advisory or fiduciary responsibility in favor of the Authority or the City with respect to the Tender Program or the discussions, undertakings and procedures leading thereto (irrespective of whether the Dealer Manager has provided other services or is currently providing other services to the Authority or the City on other matters),

Appointment of Dealer Manager. Metro-Xxxxxxx-Xxxxx, Inc., a Delaware ----------------------------- corporation, proposes to distribute (the "Rights Offering") to holders of record of its common stock, $.01 par value per share (the "Common Stock") as of the close of business on __________________, 1998 (the "Record Date"), at no charge to such holders, transferable rights (the "Rights") to subscribe for and purchase, at the election of the holders of the Rights (the "Rights Holders"), up to an aggregate of ________________ shares of Common Stock (the "Underlying Shares") at a subscription price of $_______ per share (the "Subscription Price"). Holders of the Common Stock will receive _______ Right(s) for each share of Common Stock held as of the Record Date. Each Right consists of a basic subscription privilege under which the Rights Holders may purchase one share of Common Stock for each Right held. In addition, Rights Holders who exercise their basic subscription privilege in full will be eligible to subscribe for additional shares of Common Stock as described in the Registration Statement, as defined below. It is anticipated that the Rights will be exercisable for a period of _____ days (the "Subscription Period"), subject to extension by the Company, and that through the next to last day in such period, the Rights will be eligible for trading on the New York Stock Exchange (the "NYSE"). The City Rights and the Authority hereby appoint Xxxxx Fargo BankUnderlying Shares are referred to herein as the "Securities." This Dealer Manager Agreement, N.A. (“Xxxxx Fargo”) as dealer manager for amended, supplemented or modified from time to time, is referred to herein as this "Agreement." The Company has prepared and filed with the Tender/Securities and Exchange Program Commission (the “Dealer Manager”"Commission") and authorizes the Dealer Manager to act on the Authority’s behalf in accordance with the terms provisions of the Tender/Exchange Documents. In connection therewithSecurities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"), a registration statement, including a prospectus, relating to the Securities. The registration statement as amended at the time when it shall become effective, or, if a post- effective amendment is filed with respect thereto, as amended by such post- effective amendment at the time of its effectiveness, is referred to in this Agreement as the "Registration Statement", and the prospectus included therein at the time the Registration Statement was declared effective is the Rights Offering Prospectus. Any reference in this Agreement to the Registration Statement, any preliminary Rights Offering Prospectus or the Rights Offering Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to the relevant provisions of Form S-1 under the Securities Act, as of the effective date of the Registration Statement or the date of such preliminary prospectus or the Rights Offering Prospectus, as the case may be. Terms with capitals that are not otherwise defined herein shall have the meanings set froth in the Registration Statement (unless the context otherwise requires). The Company hereby appoints you as exclusive Dealer Manager agreesManagers, and authorizes you to act as such, in connection with the Rights Offering. As Dealer Managers, you agree, in accordance with its your customary practice, to perform those services in connection with the Tender/Exchange Program Rights Offering as are customarily performed by investment banks banking concerns in connection with tender offers rights offerings of like nature, including, without limitation, including but not limited to using reasonable best efforts to solicit tenders the exercise of Target Bonds in the United States Rights pursuant to the Tender/Exchange Program Rights Offering and communicating generally in the United States regarding the Tender/Exchange Program Rights Offering with brokers, dealers, commercial banks and trust companies and other holders persons, including Rights Holders. In such capacity you shall act as an independent contractor, and each of the Target Bonds. Pursuant your duties arising out of your engagement pursuant to this Agreement shall be owed solely to the Invitation, each Bondowner who participates in the Exchange Invitation must be either (i) a sophisticated municipal market professional as defined in Rule D-15 of the Municipal Securities Rulemaking Board or (ii) a “qualified institutional buyer” within the meaning of Rule 144a promulgated under the Securities Act of 1933, as amended, all as more particularly set forth in the Invitation. The parties acknowledge and agree that the Dealer Manager may perform certain of its services contemplated hereby through its affiliates and any of its affiliates performing services hereunder shall be entitled to the benefits and be subject to the terms and conditions of this Agreement. The City and the Authority acknowledge that they, together with their municipal advisor, will make the final determination of the Target Bonds to be accepted for purchase or exchange pursuant to the Tender/Exchange Program, and the terms applicable thereto. The City and the Authority have approved and prepared the Tender/Exchange Documents and are solely responsible for the Tender/Exchange Documents and authorize the Dealer Manager to use the Tender/Exchange Documents in connection with the solicitation of offers to tender Target Bonds for purchase or exchange as described in the Tender/Exchange Documents. The City and the Authority shall have sole authority for acceptance or rejection of any and all tenders of Target Bonds. The Dealer Manager agrees to furnish no written material to holders of the Target Bonds in connection with the Tender/Exchange Program other than the Tender/Exchange Documents. The City and the Authority acknowledge and agree that (i) the Dealer Manager is not acting as a municipal advisor within the meaning of Section 15B of Securities Exchange Act, as amended, (ii) the primary role of the Dealer Manager, as Dealer Manager, is to solicits offers for tender for purchase or exchange pursuant to the Tender/Exchange Documents, in an arm’s-length commercial transaction among the City, the Authority and the Dealer Manager, and the Dealer Manager has financial and other interests that differ from those of the City and the Corporation;Company.

Appointment of Dealer Manager. (a) The City Company and the Authority Guarantors hereby appoint Xxxxx Fargo Bank, N.A. (“Xxxxx Fargo”) as and authorize the several dealer manager for the Tender/Exchange Program managers listed in Schedule I hereto (the “Dealer Managers” and each a “Dealer Manager”) ), for whom you are acting as representative (the “Representative”), to act as the dealer managers to the Company and authorizes the Guarantors in connection with the Exchange Offer. On the basis of the representations, warranties and agreements contained in this Agreement, the Dealer Manager to act on the Authority’s behalf in accordance with Managers hereby accept such appointment upon the terms of and subject to the Tender/Exchange Documentsconditions set forth in this Agreement. In connection therewithAs Dealer Managers, the each Dealer Manager agrees, in accordance with its customary practice, to perform those services in connection with the Tender/Exchange Program Offer as are customarily performed by investment banks it in connection with tender exchange offers of like nature, including, without limitationbut not limited to, using reasonable efforts to solicit soliciting tenders of Target Bonds in the United States Old Securities pursuant to the Tender/Exchange Program Offer and communicating generally in the United States regarding the Tender/Exchange Program Offer with brokers, dealers, commercial banks and trust companies and other persons, including holders of Old Securities. (b) The Company and the Target Bonds. Pursuant to the InvitationGuarantors acknowledge and agree that, each Bondowner who participates in the Exchange Invitation must be either (i) a sophisticated municipal market professional except as defined in Rule D-15 of the Municipal Securities Rulemaking Board or (ii) a “qualified institutional buyer” within the meaning of Rule 144a promulgated under the Securities Act of 1933, as amended, all as more particularly set forth in Section 9(b), neither of the InvitationDealer Managers shall have any liability (in tort, contract, or otherwise) to the Company, any Guarantor, any of their respective affiliates, or any other person for any losses, claims, damages, liabilities, or expenses arising from any act or omission on the part of any broker or dealer in securities, bank or trust company, or any other person in connection with the Exchange Offer or arising from their engagement or services as Dealer Managers hereunder or otherwise in connection with the Exchange Offer, except for any such losses, claims, damages, liabilities, or expenses that are determined by a final and nonappealable judgment of a court of competent jurisdiction to have resulted from their gross negligence or willful misconduct. The parties Company and the Guarantors acknowledge and agree that each of the Dealer Manager Managers shall act as an independent contractor, and nothing herein contained shall constitute the Dealer Managers as agents of the Company, the Guarantors or any other person in connection with the solicitation of any Old Securities pursuant to the Exchange Offer. None of the Company, any Guarantor or any of their respective affiliates shall be deemed to act as the Dealer Managers’ agents. The Company and the Guarantors acknowledge and agree that each of the Dealer Managers may perform certain of its services contemplated hereby as Dealer Managers hereunder through or in conjunction with its affiliates respective affiliates, and any of its such affiliates performing services hereunder shall be entitled to the benefits and be subject to the terms and conditions of this Agreement. The City Company and the Authority Guarantors acknowledge and agree that they, together with their municipal advisor, will make the final determination of the Target Bonds to be accepted for purchase or exchange pursuant to the Tender/Exchange Program, and the terms applicable thereto. The City and the Authority have approved and prepared the Tender/Exchange Documents and are solely responsible for the Tender/Exchange Documents and authorize the Dealer Manager Managers shall not be deemed for any purpose, to use act as a partner or joint venture of, or a member of a syndicate or group with, the Tender/Exchange Documents Company, any Guarantor or any of their respective affiliates in connection with the solicitation Exchange Offer, any exchange of offers to tender Target Bonds Old Securities for purchase New Securities or exchange as described in the Tender/Exchange Documents. otherwise. (c) The City Company and the Authority shall have sole authority for acceptance or rejection of any and all tenders of Target Bonds. The Dealer Manager agrees to furnish no written material to holders of the Target Bonds in connection with the Tender/Exchange Program other than the Tender/Exchange Documents. The City and the Authority Guarantors acknowledge and agree that (i) the Dealer Manager is not acting as a municipal advisor within the meaning of Section 15B of Securities Exchange Act, as amended, (ii) the primary role each of the Dealer Manager, as Dealer Manager, Managers is to solicits offers for tender for purchase or exchange pursuant acting solely in the capacity of an arm’s length contractual counterparty to the Tender/Company and the Guarantors with respect to the Exchange DocumentsOffer (including in connection with determining the terms of the Exchange Offer and the New Securities) and not as a financial advisor or a fiduciary to, in or an arm’s-length commercial transaction among the Cityagent of, the Authority Company, the Guarantors or any other person. Additionally, the Company and the Guarantors acknowledge and agree that neither of the Dealer ManagerManagers is advising the Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the terms of the New Securities and the Exchange Offer, and the Dealer Manager has financial and other interests that differ from those Managers shall have no responsibility or liability to the Company or any Guarantor with respect thereto. Any review by either of the City Dealer Managers of the Company, the Guarantors, the Exchange Offer, the New Securities or other matters relating to the Exchange Offer will be performed solely for the benefit of such Dealer Manager and shall not be on behalf of the Corporation;Company or any Guarantor.

Appointment of Dealer Manager. (a) The City Company hereby appoints you and authorizes you to act as the Authority hereby appoint Xxxxx Fargo Bank, N.A. (“Xxxxx Fargo”) as exclusive dealer manager for the Tender/Exchange Program (the “Dealer Manager”) to the Company in connection with the Tender/Exchange Offers. On the basis of the representations, warranties and authorizes agreements contained in this Agreement, you hereby accept such appointment upon the terms and subject to the conditions set forth in this Agreement, until the earlier of (a) the termination by either party of this Agreement in accordance herewith and (b) the Settlement Date (as defined below). As Dealer Manager to act on the Authority’s behalf Manager, you agree, in accordance with your customary practice, to use your customary reasonable efforts to solicit Outstanding Notes to be surrendered for purchase or exchange pursuant to the terms of the Tender/Exchange Documents. In connection therewith, the Dealer Manager agrees, in accordance with its customary practice, Offers and to perform those services in connection with the Tender/Exchange Program Offers as are customarily performed by investment banks dealer managers in connection with tender exchange offers of like nature. (b) The Company acknowledges and agrees that the Dealer Manager and each of its affiliates, includingand its and their respective officers, without limitationdirectors, using reasonable efforts to solicit tenders of Target Bonds in the United States pursuant to the Tender/Exchange Program and communicating generally in the United States regarding the Tender/Exchange Program with brokersshareholders, dealerspartners, commercial banks and trust companies and other holders of the Target Bonds. Pursuant to the Invitationmembers, each Bondowner who participates in the Exchange Invitation must be either controlling persons (i) a sophisticated municipal market professional as defined in Rule D-15 of the Municipal Securities Rulemaking Board or (ii) a “qualified institutional buyer” within the meaning of Rule 144a promulgated under Section 15 of the Securities Act of 1933, as amended, all or Section 20(a) of the Securities Exchange Act of 1934, as more particularly set forth amended), employees, agents, representatives, counsel and other advisors and their respective successors, heirs and assigns shall have no liability (in tort, contract, or otherwise) to the InvitationCompany, its affiliates or any other person for any losses, claims, damages, liabilities, or expenses arising from any act or omission on the part of any broker or dealer in securities, bank or trust company, or any other person in connection with the Tender/Exchange Offers or arising from your engagement or services as Dealer Manager hereunder or otherwise in connection with the Tender/Exchange Offers, except solely to the extent such losses, claims, damages, liabilities, or expenses are determined by a final and nonappealable judgment of a court of competent jurisdiction to have resulted from your gross negligence, willful misconduct or bad faith. The parties acknowledge Company acknowledges and agree agrees that you shall act as an independent contractor, and nothing herein contained shall constitute you an agent of the Company or any other person in connection with the solicitation of any Outstanding Notes pursuant to the Tender/Exchange Offers. The Company shall have sole authority for the acceptance or rejection of any and all tenders of Outstanding Notes. Neither the Company nor any of its affiliates shall be deemed to act as your agents. The Company acknowledges and agrees that you may perform your services as Dealer Manager may perform certain of its services contemplated hereby hereunder through its affiliates or in conjunction with your affiliates, and any of its your affiliates performing services hereunder shall be entitled to the benefits and be subject to the terms and conditions of this Agreement. The City Company acknowledges and agrees that you shall not be deemed for any purpose, to act as a partner or joint venturer of, or a member of a syndicate or group with, the Authority acknowledge that they, together with their municipal advisor, will make the final determination Company or any of the Target Bonds to be accepted for purchase or exchange pursuant to the Tender/Exchange Program, and the terms applicable thereto. The City and the Authority have approved and prepared the Tender/Exchange Documents and are solely responsible for the Tender/Exchange Documents and authorize the Dealer Manager to use the Tender/Exchange Documents in connection with the solicitation of offers to tender Target Bonds for purchase or exchange as described in the Tender/Exchange Documents. The City and the Authority shall have sole authority for acceptance or rejection of any and all tenders of Target Bonds. The Dealer Manager agrees to furnish no written material to holders of the Target Bonds its affiliates in connection with the Tender/Exchange Program other than the Tender/Exchange Documents. Offers, any exchange of Outstanding 3.25% Notes for New Notes or otherwise. (c) The City Company acknowledges and the Authority acknowledge and agree agrees that (i) the Dealer Manager is not acting as a municipal advisor within solely in the meaning capacity of Section 15B of Securities Exchange Act, as amended, (ii) an arm’s length contractual counterparty to the primary role of the Dealer Manager, as Dealer Manager, is to solicits offers for tender for purchase or exchange pursuant Company with respect to the Tender/Exchange DocumentsOffers (including in connection with determining the terms of the Tender/Exchange Offers and the New Notes) and not as a fiduciary to, in or an arm’s-length commercial transaction among the Cityagent of, the Authority Company or any other person. Additionally, the Company acknowledges and agrees that you are not advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the terms of the New Notes and the Dealer ManagerTender/Exchange Offers, and you shall have no responsibility or liability to the Dealer Manager has financial and other interests that differ from those Company with respect thereto. Any review by you of the City Company, the Tender/Exchange Offers, the New Notes or other matters relating to the Tender/Exchange Offers will be performed solely for your benefit and shall not be on behalf of the Corporation;Company.