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. 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. 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.