Common use of Solicitation of Tenders Clause in Contracts

Solicitation of Tenders. (a) The Dealer Manager agrees to use its reasonable efforts to solicit tenders of the Target Bonds for purchase or exchange pursuant to the Tender/Exchange Documents. Neither the Dealer Manager nor any of its affiliates, nor any partners, directors, officers, agents, employees or controlling persons (if any) of the Dealer Manager nor any of its affiliates (the Dealer Manager and any of its affiliates, and any partners, directors, officers, agents, employees or controlling persons (if any) of the Dealer Manager or any of the Dealer Manager’s affiliates being collectively hereinafter referred to as the “Dealer Manager Parties”), shall have any liability in tort, contract or otherwise to the City or the Authority or any other person for any act or omission on the part of any Target Bonds broker or dealer (other than any related Dealer Manager Party), commercial bank or trust company that solicits tenders, and no Dealer Manager Party shall have any liability to the City or the Authority or any person asserting claims on behalf of or in right of the City or the Authority in connection with or as a result of either its engagement or any matter governed by this Agreement except to the extent that such liability is finally judicially determined by a court of competent jurisdiction to have resulted from such Dealer Manager Party’s own gross negligence, willful misconduct or bad faith in performing the services that are the subject of this Agreement. In soliciting tenders, no Target Bonds broker or dealer (other than the Dealer Manager), commercial bank or trust company shall be deemed to act as the agent of the City or the Authority or the Dealer Manager. The Dealer Manager shall not be deemed the agent of any Target Bonds broker or dealer or of any commercial bank or trust company. (b) The City and the Authority agree to furnish to the Dealer Manager as many copies as the Dealer Manager may reasonably request of the Tender/Exchange Documents in final form for use by the Dealer Manager in connection with the Tender/Exchange Program. The City and the Authority shall not amend or supplement the Tender/Exchange Documents, or prepare or approve any additional material for use in connection with the Tender/Exchange Program, without the Dealer Manager’s prior written consent, which consent shall not be unreasonably withheld, and if such consent is withheld for any reason, the City and the Authority may terminate this Agreement. (c) Except for the 2022 Bonds POS and references to the Tender/Exchange Program and the Dealer Manager in connection with submissions to the Authority and in the transcript for the Series 2022 Bonds, the City and the Authority will not use or publish any material in connection with the Tender/Exchange Program that is reasonably expected to be viewed by potential investors, or refer to the Dealer Manager in any such material, without the Dealer Manager’s consent, which consent shall not be unreasonably withheld. (d) The City and the Authority agree to furnish or cause to be furnished to the Dealer Manager, to the extent the same is available to the Authority, lists showing the names and addresses of, and principal amount of the Target Bonds held by, the Bondowners of the Target Bonds as of a recent date, and shall use commercially reasonable efforts to cause the Dealer Manager to be advised from day to day during the period of the Tender/Exchange Program as to any transfers of the Bondowners of the Target Bonds. The Dealer Manager agrees to use such information only in connection with the Tender/Exchange Program and not to furnish such information to any other person except in connection with the Tender/Exchange Program. (e) The City and the Authority shall use commercially reasonable efforts to cause the Information Agent to orally inform the Dealer Manager during each business day during the Tender/Exchange Program (to be followed on a daily basis by written confirmation) as to the principal amount of the Target Bonds which have been tendered pursuant to the Tender/Exchange Program during the time period since its previous daily report to the Dealer Manager under this provision. (f) The City will advise the Dealer Manager promptly, after it receives notice, or otherwise becomes aware, of (i) the occurrence of any event that could reasonably be expected to cause the City to withdraw, rescind or terminate the Tender/Exchange Program or would permit the Authority to exercise any right not to purchase or exchange Target Bonds tendered pursuant to the Tender/Exchange Program, (ii) the occurrence of any event, or the discovery of any fact, the occurrence or existence of which would require the making of any change in any of the Tender/Exchange Documents then being used or would cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect, (iii) any proposal by the City or requirement to make, amend or supplement any Tender/Exchange Documents or any filing in connection with the Tender/Exchange Program pursuant to the Securities Exchange Act of 1934 (the “1934 Act”) or any applicable law, rule or regulation,

Solicitation of Tenders. (a) The Each Dealer Manager agrees to use its reasonable efforts to solicit tenders of the Target Bonds for purchase or exchange Securities pursuant to the Tender/Exchange DocumentsTender Materials. Neither the Dealer Manager nor any of its respective affiliates, nor any partners, directors, officers, agents, employees or controlling persons (if any) of the a Dealer Manager nor any of its respective affiliates (the each Dealer Manager and any of its respective affiliates, and any partners, directors, officers, agents, employees or controlling persons (if any) of the respective Dealer Manager or any of the respective Dealer Manager’s affiliates being collectively hereinafter referred to as the “Dealer Manager Managers Parties”), shall have any liability in tort, contract or otherwise to the City or the Authority Commission or any other person for any act or omission on the part of any Target Bonds securities broker or dealer (other than any related Dealer Manager Managers Party), commercial bank or trust company that solicits tenders, and no Dealer Manager Managers Party shall have any liability to the City or the Authority Commission or any person asserting claims on behalf of or in right of the City or the Authority Commission in connection with or as a result of either its engagement or any matter governed by this Agreement except to the extent that such liability is finally judicially determined by a court of competent jurisdiction to have resulted from such Dealer Manager Managers Party’s own gross negligence, willful misconduct or bad faith in performing the services that are the subject of this Agreement. In soliciting tenders, no Target Bonds securities broker or dealer (other than the Dealer ManagerManagers), commercial bank or trust company shall be deemed to act as the agent of the City or the Authority Commission or the Dealer ManagerManagers. The Dealer Manager Managers shall not be deemed the agent of any Target Bonds securities broker or dealer or of any commercial bank or trust company. (b) The City and the Authority agree Commission agrees to furnish to the Dealer Manager Managers as many copies as the Dealer Manager Managers may reasonably request of the Tender/Exchange Documents Tender Materials in final form for use by the Dealer Manager Managers in connection with the Tender/Exchange Tender Program. The City and the Authority Commission shall not amend or supplement the Tender/Exchange DocumentsTender Materials, or prepare or approve any additional material for use in connection with the Tender/Exchange Tender Program, without the Dealer Manager’s Managers’ prior written consent, which consent shall not be unreasonably withheld, and if such consent is withheld for any reason, the City and the Authority Commission may terminate this Agreement. (c) Except for the 2022 Bonds POS and references to the Tender/Exchange Program and the Dealer Manager in connection with submissions to the Authority and in the transcript for the Series 2022 Bonds, the City and the Authority will not use or publish any material in connection with the Tender/Exchange Program that is reasonably expected to be viewed by potential investors, or refer to the Dealer Manager in any such material, without the Dealer Manager’s consent, which consent shall not be unreasonably withheld. (d) The City and the Authority agree to furnish or cause to be furnished to the Dealer Manager, to the extent the same is available to the Authority, lists showing the names and addresses of, and principal amount of the Target Bonds held by, the Bondowners of the Target Bonds as of a recent date, and shall use commercially reasonable efforts to cause the Dealer Manager to be advised from day to day during the period of the Tender/Exchange Program as to any transfers of the Bondowners of the Target Bonds. The Dealer Manager agrees to use such information only in connection with the Tender/Exchange Program and not to furnish such information to any other person except in connection with the Tender/Exchange Program. (e) The City and the Authority shall use commercially reasonable efforts to cause the Information Agent to orally inform the Dealer Manager during each business day during the Tender/Exchange Program (to be followed on a daily basis by written confirmation) as to the principal amount of the Target Bonds which have been tendered pursuant to the Tender/Exchange Program during the time period since its previous daily report to the Dealer Manager under this provision. (f) The City Commission will advise the Dealer Manager you promptly, after it receives notice, or otherwise becomes aware, of (i) the occurrence of any event that could reasonably be expected to cause the City Commission to withdraw, rescind or terminate the Tender/Exchange Tender Program or would permit the Authority Commission to exercise any right not to purchase or exchange Target Bonds Securities tendered pursuant to the Tender/Exchange Tender Program, (ii) the occurrence of any event, or the discovery of any fact, the occurrence or existence of which would require the making of any change in any of the Tender/Exchange Documents Tender Materials then being used or would cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect, (iii) any proposal by the City Commission or requirement to make, amend or supplement any Tender/Exchange Documents Tender Materials, (iv) any material developments in connection with the Tender Program, including, without limitation, the commencement of any lawsuit concerning or related to the Tender Program, (v) the issuance by a federal or state agency of competent jurisdiction and authority of any comment or order or the taking of any other action concerning the Tender Program (and, if in writing, the Commission will furnish you with a copy thereof), and (vi) any other information relating to the Tender Program, the Tender Materials or this Agreement that you may from time to time reasonably request. (d) Except with respect to the disclosure documents referenced in the second immediately following sentence, the Commission will not use or publish any material in connection with the Tender Program that is reasonably expected to be viewed by potential investors, or refer to the Dealer Managers in any such material, without the Dealer Managers’ consent, which consent shall not be unreasonably withheld. The Commission will promptly inform the Dealer Managers of any litigation or administrative action or claim with respect to the Tender Program. The Dealer Managers consent to the references to the Tender Program and the Dealer Managers in the Preliminary Official Statement and final Official Statement relating to the San Diego County Regional Transportation Commission Sales Tax Revenue Bonds (Limited Tax Bonds), 2023 Series A (the “2023A Bonds”). The Dealer Managers also consent to the references to the Tender Program and the Dealer Managers in connection with submissions to the Commission’s Board and Committees and in the transcript for the 2023A Bonds. (e) The Commission agrees to furnish or cause to be furnished to the Dealer Managers, to the extent the same is available to the Commission, lists showing the names and addresses of, and principal amount of the Securities held by, the Registered or Beneficial Owners of the Securities as of a recent date, and shall use commercially reasonable efforts to cause the Dealer Managers to be advised from day to day during the period of the Tender Program as to any transfers of the Registered or Beneficial Owners of the Securities. The Dealer Managers agree to use such information only in connection with the Tender Program and not to furnish such information to any other person except in connection with the Tender Program. (f) The Commission shall use commercially reasonable efforts to cause the Information and Tender Agent to orally inform the Dealer Managers during each business day during the Tender Program (to be followed on a daily basis by written confirmation) as to the principal amount of the Securities which have been tendered pursuant to the Tender Program during the time period since its previous daily report to the Dealer Managers under this provision. (g) The Commission shall advise the Dealer Managers promptly upon its becoming aware of any of the following: (i) the occurrence of any event which could cause the Commission to withdraw, rescind or terminate the Tender Program or would permit the Commission to exercise any right not to purchase Securities tendered under the Tender Program, (ii) the occurrence of any event, or the discovery of any fact, the occurrence or existence of which the Commission believes would make it necessary or advisable to make any change in the Tender Materials being used or would cause any representation or warranty contained in this Agreement to be untrue or inaccurate, (iii) any proposal by the Commission or requirement to make, amend or supplement any Tender Materials or any filing in connection with the Tender/Exchange Tender Program pursuant to the Securities Exchange Act of 1934 (the “1934 Act”) or any applicable law, rule or regulation,, (iv) the issuance by any state or federal regulatory authority of competent jurisdiction of any comment or order or the taking of any other action concerning the tender offer (and, if in writing, the Commission will furnish the Dealer Manager with a copy thereof), (v) any material developments in connection with the Tender Program or the financing thereof, including, without limitation, the commencement of any lawsuit relating to the Tender Program and (vi) any other material information relating to the Tender Program, the Tender Materials or this Agreement which the Dealer Managers may from time to time reasonably request.

Solicitation of Tenders. (a) The Dealer Manager agrees to use its reasonable efforts to solicit tenders of the Target Bonds for purchase or exchange pursuant to the Tender/Exchange DocumentsTender Documents and in accordance with Section 1 hereof. Neither the Dealer Manager nor any of its affiliates, nor any partners, directors, officers, agents, employees or controlling persons (if any) of the Dealer Manager nor any of its affiliates (the Dealer Manager and any of its affiliates, and any partners, directors, officers, agents, employees or controlling persons (if any) of the Dealer Manager or any of the Dealer Manager’s affiliates being collectively hereinafter referred to as the “Dealer Manager Parties”), shall have any liability in tort, contract or otherwise to the City Authority or the Authority City or any other person for any act or omission on the part of any Target Bonds broker or dealer (other than any related Dealer Manager Party), or commercial bank or trust company that solicits tenders, and no Dealer Manager Party shall have any liability to the City Authority or the Authority City or any person asserting claims on behalf of or in right of the City Authority or the Authority City in connection with or as a result of either its engagement or any matter governed by this Agreement except to the extent that such liability is finally judicially determined by a court of competent jurisdiction to have resulted from such Dealer Manager Party’s own gross negligence, willful misconduct or bad faith in performing the services that are the subject of this Agreement. In soliciting tenders, no Target Bonds broker or dealer (other than the Dealer Manager), commercial bank or trust company shall be deemed to act as the agent of the Authority, the City or the Authority or the Dealer Manager. The Dealer Manager shall not be deemed the agent of any Target Bonds broker or dealer or of any commercial bank or trust company. (b) The City Authority and the Authority City agree to furnish to the Dealer Manager as many copies as the Dealer Manager may reasonably request of the Tender/Exchange Tender Documents in final form for use by the Dealer Manager in connection with the Tender/Exchange Tender Program. The City Authority and the Authority City shall not amend or supplement the Tender/Exchange Tender Documents, or prepare or approve any additional material for use in connection with the Tender/Exchange Tender Program, without the Dealer Manager’s prior written consent, which consent shall not be unreasonably withheld, and if such consent is withheld for any reason, the City Authority and the Authority City may terminate this Agreement. (c) Except for the 2022 2024-A Bonds POS and references to the Tender/Exchange Tender Program and the Dealer Manager in connection with submissions to the City and the Authority and in the transcript for the Series 2022 2024-A Bonds, the City Authority and the Authority City will not use or publish any material in connection with the Tender/Exchange Tender Program that is reasonably expected to be viewed by potential investors, or refer to the Dealer Manager in any such material, without the Dealer Manager’s consent, which consent shall not be unreasonably withheld. (d) The City and the Authority agree agrees to furnish or cause to be furnished to the Dealer Manager, to the extent the same is available to the AuthorityCity, lists showing the names and addresses of, and principal amount of the Target Bonds held by, the Bondowners of the Target Bonds as of a recent date, and shall use commercially reasonable efforts to cause the Dealer Manager to be advised from day to day during the period of the Tender/Exchange Tender Program as to any transfers of the Bondowners of the Target Bonds. The Dealer Manager agrees to use such information only in connection with the Tender/Exchange Tender Program and not to furnish such information to any other person except in connection with the Tender/Exchange Tender Program. (e) The City and the Authority shall use commercially reasonable efforts to cause the Information Agent to orally inform the Dealer Manager during each business day during the Tender/Exchange Tender Program (to be followed on a daily basis by written confirmation) as to the principal amount of the Target Bonds which have been tendered pursuant to the Tender/Exchange Tender Program during the time period since its previous daily report to the Dealer Manager under this provision. (f) The Authority and the City will advise the Dealer Manager promptly, after it either receives notice, or otherwise becomes aware, of (i) the occurrence of any event that could reasonably be expected to cause the Authority or the City to withdraw, rescind or terminate the Tender/Exchange Tender Program or would permit the Authority or the City to exercise any right not to purchase or exchange Target Bonds tendered pursuant to the Tender/Exchange Tender Program, (ii) the occurrence of any event, or the discovery of any fact, the occurrence or existence of which would require the making of any change in any of the Tender/Exchange Tender Documents then being used or would cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect, (iii) any proposal by the Authority or the City or requirement to make, amend or supplement any Tender/Exchange Tender Documents or any filing in connection with the Tender/Exchange Tender Program pursuant to the Securities Exchange Act of 1934 (the “1934 Act”) or any applicable law, rule or regulation,, (iv) any material developments in connection with the Tender Program, (v) the issuance by a federal or state agency of competent jurisdiction and authority of any comment or order or the taking of any other action concerning the Tender Program (and, if in writing, the Authority or the City will furnish the Dealer Manager with a copy thereof), (vi) the commencement or threat of commencement of any litigation or administrative action or claim with respect to the Tender Program; and (vii) any other information relating to the Tender Program, the Tender Documents or this Agreement that the Dealer Manager may from time to time reasonably request.

Solicitation of Tenders. (a) The Dealer Manager agrees You agree to use its your customary reasonable efforts to solicit tenders of the Target Bonds for purchase or exchange Securities pursuant to the Tender/Exchange DocumentsTender Offer. Neither the Dealer Manager you nor any of its your affiliates, nor any partners, directors, officers, agents, employees or controlling persons (if any) of the Dealer Manager nor any of its affiliates (the Dealer Manager and any of its affiliates, and any partners, directors, officers, agents, employees or controlling persons (if any) of the Dealer Manager you or any of the Dealer Manager’s affiliates being collectively hereinafter referred to as the “Dealer Manager Parties”)your affiliates, shall have any liability in tort, contract or otherwise to the City or the Authority Company or any other person for any act or omission on the part of any Target Bonds securities broker or dealer (other than any related Dealer Manager Partyyourselves), commercial bank or trust company that solicits tenders, and no Dealer Manager Party neither you nor any of such persons or entities referred to above shall have any liability to the City or the Authority Company or any person asserting claims on behalf of or in right of the City or the Authority Company in connection with or as a result of either its your engagement or any matter governed by referred to in this Agreement except agreement except, as to each Dealer Manager, severally and not jointly, to the extent that such liability is finally judicially determined by a court results from the gross negligence or bad faith of competent jurisdiction to have resulted from such Dealer Manager Party’s own gross negligence, willful misconduct or bad faith in performing the services that are the subject of this Agreementagreement. In soliciting tenders, no Target Bonds securities broker or dealer (other than the Dealer Manageryourselves), commercial bank or trust company shall be deemed to act as your agent or the agent of the City or the Authority or the Company, and you, as Dealer Manager. The Dealer Manager Managers, shall not be deemed the agent of any Target Bonds other securities broker or dealer or of any commercial bank or trust company. Anything herein to the contrary notwithstanding, the obligations of you, as Dealer Managers, shall be several and not joint and no Dealer Manager shall be liable for any action or omission of the other Dealer Managers. (b) The City and the Authority agree Company agrees to furnish to the Dealer Manager you as many copies as the Dealer Manager you may reasonably request of the Tender/Exchange Documents Offer Material and Additional Material in final form for use by the Dealer Manager you in connection with the Tender/Exchange ProgramTender Offer. The City and the Authority Company shall not amend or supplement the Tender/Exchange DocumentsOffer Material, or prepare or approve any additional material Additional Material for use in connection with the Tender/Exchange ProgramTender Offer, without the Dealer Manager’s prior written consent, which consent shall not be unreasonably withheld, and if such consent is withheld for any reason, the City and the Authority may terminate this Agreement. (c) Except for the 2022 Bonds POS and references to the Tender/Exchange Program and the Dealer Manager in connection with submissions to the Authority and in the transcript for the Series 2022 Bonds, the City and the Authority will not use or publish any material in connection with the Tender/Exchange Program that is reasonably expected to be viewed by potential investors, or refer to the Dealer Manager in any such material, without the Dealer Manager’s your consent, which consent shall not be unreasonably withheld. (c) The Company agrees to advise you promptly of (i) the occurrence of any event which could cause the Company to withdraw, rescind, terminate or modify the Tender Offer, (ii) any proposal or requirement to amend or supplement the Offer Material or Additional Material or (iii) any other information relating to the Tender Offer which you may from time to time reasonably request. (d) The City and Company will not use or publish any material in connection with the Authority agree Tender Offer, or refer to you in any such material, without your consent, which consent shall not be unreasonably withheld. The Company will promptly inform you of any litigation or administrative action or claim with respect to the Tender Offer. (e) The Company agrees to furnish or cause to be furnished to the Dealer Manageryou, to the extent the same is available to the AuthorityCompany, cards or lists or copies thereof showing the names and addresses of, and principal amount of the Target Bonds Securities held by, the Bondowners Registered or Beneficial Owners of the Target Bonds Securities as of a recent date, and shall use commercially reasonable its best efforts to cause the Dealer Manager to be advised advise you from day to day during the period of the Tender/Exchange Program Tender Offer as to any transfers changes in identity of the Bondowners Registered or Beneficial Owners of the Target BondsSecurities. The Dealer Manager agrees You agree to use such information only in connection with the Tender/Exchange Program Tender Offer and not to furnish such information to any other person except in connection with the Tender/Exchange ProgramTender Offer. (ef) The City and Company shall arrange for the Authority shall use commercially reasonable efforts depositary named in the Letter of Transmittal orally to cause the Information Agent to orally inform the Dealer Manager you during each business day during the Tender/Exchange Program Tender Offer (to be followed on a daily basis by written confirmation) as to the principal amount of the Target Bonds Securities which have been tendered pursuant to the Tender/Exchange Program Tender Offer during the time period interval since its previous daily report to the Dealer Manager you under this provision. (f) The City will advise , and the Dealer Manager promptly, after it receives notice, or otherwise becomes aware, of (i) the occurrence names and addresses of any event that could reasonably be expected to cause the City to withdraw, rescind registered holder tendering $50,000 or terminate the Tender/Exchange Program or would permit the Authority to exercise any right not to purchase or exchange Target Bonds tendered pursuant to the Tender/Exchange Program, (ii) the occurrence more aggregate principal amount of any event, or the discovery of any fact, the occurrence or existence of which would require the making of any change in any of the Tender/Exchange Documents then being used or would cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect, (iii) any proposal by the City or requirement to make, amend or supplement any Tender/Exchange Documents or any filing in connection with the Tender/Exchange Program pursuant to the Securities Exchange Act of 1934 (the “1934 Act”) or any applicable law, rule or regulation,Securities.

Solicitation of Tenders. (a) The Dealer Manager agrees Managers agree to use its their reasonable efforts best efforts, in accordance with their customary practices, to solicit tenders Holders of the Target Bonds for purchase or exchange DBS Securities and GSS Securities, in each case, pursuant to the Tender/applicable Exchange Documents. Neither Offer and related Consent Solicitation; notwithstanding the foregoing, nothing set forth in this Agreement shall require the Dealer Manager nor Managers to continue to render services hereunder (i) for the period during which any of its affiliates, nor any partners, directors, officers, agents, employees restraining order shall remain in effect with respect to an Exchange Offer or controlling persons (if any) of the Dealer Manager nor any of its affiliates (the Dealer Manager and any of its affiliates, and any partners, directors, officers, agents, employees related Consent Solicitation or controlling persons (if any) of the Dealer Manager or with respect to any of the transactions in connection with, or contemplated by, such Exchange Offer or related Consent Solicitation or this Agreement if, in the Dealer Manager’s affiliates being collectively hereinafter referred Managers' sole judgment, they believe it inadvisable to as render services pursuant hereto, or (ii) if the “Dealer Manager Parties”)Managers' continuing so to act would, in their sole judgment, violate any statute, regulation or other law of the United States or any state or other jurisdiction applicable to such Exchange Offer or Consent Solicitation; (b) The Dealer Managers shall have not be under any liability in tort, contract or otherwise to the City Company or the Authority or any other person its Subsidiaries for any act or omission on the part of any Target Bonds broker or dealer (other than any related Dealer Manager Party)dealer, commercial bank or trust company that which solicits tendersholders, and no the Dealer Manager Party Managers, and the Indemnified Persons (as defined in Schedule A hereto), shall have any no liability to the City or the Authority Company, its Subsidiaries or any other person asserting claims on behalf of or in right of the City or the Authority in connection with the services rendered pursuant to this Agreement, except for any liability for claims, liabilities, losses, damages or as a result of either its engagement or any matter governed by this Agreement except to the extent that such liability is finally judicially expenses determined by a court of competent jurisdiction by a final judgment (which judgment is no longer subject to appeal or review) to have resulted primarily from actions taken or omitted to be taken as a result of the Dealer Managers' or such Indemnified Person's gross negligence or willful misconduct; (c) The Offering Documents will be prepared or approved by the Company; the Dealer Manager Party’s own gross negligence, willful misconduct or bad faith in performing the services that are the subject of this Agreement. In soliciting tenders, no Target Bonds Managers and any other broker or dealer (other than the Dealer Manager), or any commercial bank or trust company are authorized to use the Offering Documents in connection with the solicitation of Holders; the Company shall be deemed not amend or supplement the Offering Documents or prepare or approve any related material for use in connection with an Exchange Offer or related Consent Solicitation without first having submitted a copy thereof to act as the agent of the City or the Authority or the Dealer Manager. The Managers within a reasonable period of time prior to the use thereof; the Dealer Manager shall not be deemed Managers may rely on the agent accuracy and adequacy of written materials delivered to them by the Company without any Target Bonds broker independent investigation or dealer or of any commercial bank or trust company. (b) The City and verification thereof; the Authority agree Company agrees, at its expense, to furnish to the Dealer Manager Managers as many copies as the Dealer Manager may reasonably request of the Tender/Exchange Offering Documents in final form for use by the Dealer Manager Managers in connection with the Tender/an Exchange Program. The City Offer and the Authority shall not amend or supplement the Tender/Exchange Documents, or prepare or approve any additional material for use in connection with the Tender/Exchange Program, without related Consent Solicitation as the Dealer Manager’s prior written consent, which consent shall not be unreasonably withheld, and if such consent is withheld for any reason, the City and the Authority Managers may terminate this Agreement. (c) Except for the 2022 Bonds POS and references to the Tender/Exchange Program and the Dealer Manager in connection with submissions to the Authority and in the transcript for the Series 2022 Bonds, the City and the Authority will not use or publish any material in connection with the Tender/Exchange Program that is reasonably expected to be viewed by potential investors, or refer to the Dealer Manager in any such material, without the Dealer Manager’s consent, which consent shall not be unreasonably withheld.request; (d) The City and the Authority agree Company agrees to furnish or cause to be furnished to the Dealer Manager, to the extent the same is available to the Authority, Managers cards or lists or copies thereof showing the names and addresses of, and the principal amount of DBS Securities or GSS Securities, as applicable, held by the Target Bonds held by, the Bondowners registered Holders of the Target Bonds DBS Securities and GSS Securities, respectively, as of a recent the appropriate date, and shall use commercially reasonable efforts to cause advise the Dealer Manager to be advised from day to day Managers upon request (but not more frequently than once each business day) during the period continuance of the Tender/an Exchange Program Offer as to any transfers of the Bondowners record of the Target Bonds. The Dealer Manager agrees to use such information only in connection with the Tender/Exchange Program and not to furnish such information to any other person except in connection with the Tender/Exchange Program.DBS Securities or GSS Securities, as applicable; (e) The City and the Authority Company shall use commercially reasonable efforts to cause the Information Agent to orally inform the Dealer Manager during Managers upon request (but not more frequently than once each business day day) during the Tender/an Exchange Program Offer (to be followed on a daily basis by written confirmation) as to the principal amount amounts of the Target Bonds DBS Securities and GSS Securities, as applicable, which have been tendered pursuant to the Tender/such Exchange Program Offer during the time period interval since its previous daily report to the Dealer Manager under Managers pursuant to this provision., and the names and addresses of any registered Holders (i) who have tendered DBS Securities or GSS Securities or (ii) who have delivered Consents to either of the Proposed Amendments; (f) The City will Company agrees to advise the Dealer Manager promptly, after it receives notice, or otherwise becomes aware, Managers promptly of (i) the occurrence of any event that which could reasonably be expected to cause the City Company to withdraw, rescind rescind, or terminate modify an Exchange Offer or related Consent Solicitation; and (g) The Company shall arrange for the Tender/Exchange Program or would permit exchange agent named in the Authority to exercise any right not to purchase or exchange Target Bonds tendered pursuant Offering Documents relating to the Tender/Exchange Program, (ii) Offers and the occurrence of any event, or Consent Solicitations to cooperate with the discovery of any fact, the occurrence or existence of which would require the making of any change Dealer Managers in any of the Tender/Exchange Documents then being used or would cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect, (iii) any proposal all respects reasonably requested by the City or requirement to make, amend or supplement any Tender/Exchange Documents or any filing in connection with the Tender/Exchange Program pursuant to the Securities Exchange Act of 1934 (the “1934 Act”) or any applicable law, rule or regulation,Dealer Managers.

Solicitation of Tenders. (a) The Dealer Manager agrees You agree to use its your commercially reasonable efforts (i) to solicit tenders of the Target Bonds for purchase or exchange Debentures pursuant to the Tender/Exchange DocumentsOffer (ii) to communicate with brokers, dealers, commercial banks and trust companies with respect to the Exchange Offer and the Rescission Offer (iii) perform the duties ascribed to you herein and in the Exchange Offer Material and (iv) to perform such other services in connection with the Exchange Offer and Rescission Offer as are customarily performed by investment banks of national standing acting in such roles in connection with exchange offers and rescission offers similar to the transaction contemplated hereby. Neither the Dealer Manager you nor any of its your affiliates, nor any partners, current and former directors, officers, agents, employees or controlling persons (if any) ), as the case may be, of the Dealer Manager nor any of its affiliates (the Dealer Manager and any of its affiliates, and any partners, directors, officers, agents, employees or controlling persons (if any) of the Dealer Manager you or any of the Dealer Manager’s your affiliates being collectively hereinafter referred to as the “Dealer Manager Parties”), shall have any liability (in tort, contract or otherwise otherwise) to the City or the Authority Company or any other person for any act or omission on the part of any Target Bonds securities broker or dealer (other than any related Dealer Manager Partyyourselves), commercial bank or trust company that solicits tenders, and no Dealer Manager Party neither you nor any of such other persons or entities referred to above shall have any liability to the City or the Authority Company or any person asserting claims on behalf of or in right of the City or the Authority Company in connection with or as a result of either its your engagement or any matter governed by referred to in this Agreement except to the extent that such liability is finally judicially determined by a court of competent jurisdiction to have resulted results from such Dealer Manager Party’s own your gross negligence, bad faith or willful misconduct or bad faith in performing the services that are the subject of this Agreement. In soliciting tendersor obtaining a tender of Old Debentures, no Target Bonds you, as Dealer Manager, shall act as independent contractors. No securities broker or dealer (other than the Dealer Manageryourselves), commercial bank or trust company shall be deemed to act as your agent or the agent of the City or the Authority or the Company, and you, as Dealer Manager. The Dealer Manager , shall not be deemed the agent of any Target Bonds other securities broker or dealer or of any commercial bank or trust company. (b) The City and the Authority agree to furnish to the Dealer Manager as many copies as the Dealer Manager may reasonably request of the Tender/Exchange Documents in final form for use by the Dealer Manager in connection with the Tender/Exchange Program. The City and the Authority Company shall not amend or supplement the Tender/Exchange Documents, or prepare or approve any additional material for use in connection with the Tender/Exchange Program, without be deemed to act as agent of the Dealer Manager’s prior written consent, which consent shall not be unreasonably withheld, and if such consent is withheld for any reason, the City and the Authority may terminate this Agreement. (c) Except for the 2022 Bonds POS and references to the Tender/Exchange Program and the Dealer Manager in connection with submissions to the Authority and in the transcript for the Series 2022 Bonds, the City and the Authority will not use or publish any material in connection with the Tender/Exchange Program that is reasonably expected to be viewed by potential investors, or refer to the Dealer Manager in any such material, without the Dealer Manager’s consent, which consent shall not be unreasonably withheld. (d) The City and the Authority agree to furnish or cause to be furnished to the Dealer Manager, to the extent the same is available to the Authority, lists showing the names and addresses of, and principal amount of the Target Bonds held by, the Bondowners of the Target Bonds as of a recent date, and shall use commercially reasonable efforts to cause the Dealer Manager to be advised from day to day during the period of the Tender/Exchange Program as to any transfers of the Bondowners of the Target Bonds. The Dealer Manager agrees to use such information only in connection with the Tender/Exchange Program and not to furnish such information to any other person except in connection with the Tender/Exchange Program. (e) The City and the Authority shall use commercially reasonable efforts to cause the Information Agent to orally inform the Dealer Manager during each business day during the Tender/Exchange Program (to be followed on a daily basis by written confirmation) as to the principal amount of the Target Bonds which have been tendered pursuant to the Tender/Exchange Program during the time period since its previous daily report to the Dealer Manager under this provision. (f) The City will advise the Dealer Manager promptly, after it receives notice, or otherwise becomes aware, of (i) the occurrence of any event that could reasonably be expected to cause the City to withdraw, rescind or terminate the Tender/Exchange Program or would permit the Authority to exercise any right not to purchase or exchange Target Bonds tendered pursuant to the Tender/Exchange Program, (ii) the occurrence of any event, or the discovery of any fact, the occurrence or existence of which would require the making of any change in any of the Tender/Exchange Documents then being used or would cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect, (iii) any proposal by the City or requirement to make, amend or supplement any Tender/Exchange Documents or any filing in connection with the Tender/Exchange Program pursuant to the Securities Exchange Act of 1934 (the “1934 Act”) or any applicable law, rule or regulation,

Solicitation of Tenders. (a) The Dealer Manager agrees You agree to use its your customary reasonable efforts to solicit tenders of the Target Bonds for purchase or exchange Convertible Notes pursuant to the Tender/Exchange DocumentsOffer. Neither the Dealer Manager you nor any of its your affiliates, nor any partners, directors, officers, agents, employees or controlling persons (if any) of the Dealer Manager nor any of its affiliates (the Dealer Manager and any of its affiliates, and any partners, directors, officers, agents, employees or controlling persons (if any) of the Dealer Manager or any of the Dealer Manager’s affiliates being collectively hereinafter referred to as the “Dealer Manager Parties”), shall have any liability in tort, contract or otherwise to the City or Company, the Authority Operating Partnership or any other person for any act or omission on the part of any Target Bonds securities broker or dealer (other than any related Dealer Manager Partyyourselves), commercial bank or bank, trust company or other nominee that solicits tenders, and no Dealer Manager Party neither you nor any of such other persons or entities referred to above shall have any liability to the City or Company, the Authority Operating Partnership or any person asserting claims on behalf of or in right of the City or Company and the Authority Operating Partnership in connection with or as a result of either its your engagement or any matter governed by referred to in this Agreement Agreement, except to the extent that such liability is finally judicially determined by a court of competent jurisdiction to have resulted results from such Dealer Manager Party’s own your gross negligence, willful misconduct negligence or bad faith in performing the services that are the subject of this Agreement. In soliciting tenders, no Target Bonds securities broker or dealer (other than the Dealer Manageryourselves), commercial bank or bank, trust company or other nominee shall be deemed to act as your agent, the agent of the City Company, or the Authority or agent of the Operating Partnership and you, as Joint Dealer Manager. The Dealer Manager Managers, shall not be deemed the agent of any Target Bonds other securities broker or dealer or of any commercial bank bank, trust company or trust company. (b) The City other nominee. In soliciting or obtaining tenders of Convertible Notes, you shall not be and 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 agree to furnish to Company, the Dealer Manager as many copies as the Dealer Manager may reasonably request Operating Partnership or any of the Tender/Exchange Documents in final form for use by the Dealer Manager their affiliates in connection with the Tender/Exchange ProgramOffer, any exchange of the Convertible Notes, or otherwise, and none of the Company, the Operating Partnership or any of their affiliates shall be deemed to act as your agent. The City Company and the Authority shall not amend Operating Partnership acknowledge that you and your affiliates may own Convertible Notes as of the date hereof. The Company and the Operating Partnership also acknowledge and agree that, notwithstanding your engagement as Joint Dealer Managers pursuant to this Agreement, you and your affiliates may continue to manage such investments and take such other actions as you and your affiliates deem appropriate in your or supplement their own economic interests, as the Tender/Exchange Documentscase may be, or prepare or approve any additional material for use in connection with the Tender/Exchange Programincluding, without the Dealer Manager’s prior written consentlimitation, which consent shall not be unreasonably withheld, looking to your or their own interests and if such consent is withheld for any reason, the City and the Authority may terminate this Agreement. (c) Except for the 2022 Bonds POS and references objectives in determining whether to the Tender/Exchange Program and the Dealer Manager in connection with submissions to the Authority and in the transcript for the Series 2022 Bonds, the City and the Authority will not use or publish any material in connection with the Tender/Exchange Program that is reasonably expected to be viewed by potential investors, or refer to the Dealer Manager in any such material, without the Dealer Manager’s consent, which consent shall not be unreasonably withheld. (d) The City and the Authority agree to furnish or cause to be furnished to the Dealer Manager, to the extent the same is available to the Authority, lists showing the names and addresses of, and principal amount of the Target Bonds held by, the Bondowners of the Target Bonds as of a recent date, and shall use commercially reasonable efforts to cause the Dealer Manager to be advised from day to day during the period of the Tender/Exchange Program as to any transfers of the Bondowners of the Target Bonds. The Dealer Manager agrees to use such information only in connection with the Tender/Exchange Program and not to furnish such information to any other person except in connection with the Tender/Exchange Program. (e) The City and the Authority shall use commercially reasonable efforts to cause the Information Agent to orally inform the Dealer Manager during each business day during the Tender/Exchange Program (to be followed on a daily basis by written confirmation) as to the principal amount of the Target Bonds which have been tendered tender Convertible Notes pursuant to the Tender/Exchange Program during Offer and, if applicable, to subsequently sell any or all of the time period since its previous daily report Shares received in the Exchange Offer. The Company and the Operating Partnership further understand that, in the event that you or your affiliates tender Convertible Notes, you or such affiliates will realize your or their proportionate share of the Shares. The Company and the Operating Partnership hereby agree not to claim that you have a conflict of interest by virtue of such ownership of Convertible Notes or that you or your affiliates, in your or their capacity as holders of Convertible Notes, as the case may be, must act in a particular manner with respect to the Exchange Offer as a result of your engagement hereunder as Joint Dealer Manager under this provisionManagers. (f) The City will advise the Dealer Manager promptly, after it receives notice, or otherwise becomes aware, of (i) the occurrence of any event that could reasonably be expected to cause the City to withdraw, rescind or terminate the Tender/Exchange Program or would permit the Authority to exercise any right not to purchase or exchange Target Bonds tendered pursuant to the Tender/Exchange Program, (ii) the occurrence of any event, or the discovery of any fact, the occurrence or existence of which would require the making of any change in any of the Tender/Exchange Documents then being used or would cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect, (iii) any proposal by the City or requirement to make, amend or supplement any Tender/Exchange Documents or any filing in connection with the Tender/Exchange Program pursuant to the Securities Exchange Act of 1934 (the “1934 Act”) or any applicable law, rule or regulation,

Solicitation of Tenders. (a) The Dealer Manager agrees You agree to use its your commercially reasonable efforts to solicit tenders of the Target Bonds for purchase or exchange Old Securities and consents pursuant to the Tender/Exchange DocumentsOffer in accordance with your customary practice only from holders of Old Securities who are “qualified institutional buyers” or QIBS (as defined in Rule 144A under the Securities Act) or who are non-U.S. persons (within the meaning of Regulations under the Securities Act) outside the United States, provided, that, in each case, such holders also qualify as exempt “institutional investors” under the state securities laws of each jurisdiction. Neither the Dealer Manager you nor any of its your affiliates, nor any partners, directors, officers, agents, employees or controlling persons (if any) of the Dealer Manager nor any of its affiliates (the Dealer Manager and any of its affiliates, and any partners, directors, officers, agentsmembers, employees or controlling persons (if any) of the Dealer Manager you or any of the Dealer Manager’s your affiliates being collectively hereinafter referred to as the (you and any such party, collectively, “Dealer Manager Affiliated Parties”), shall have any liability in tort, contract or otherwise to the City or the Authority any Note Party or any other person for any act or omission on the part of any Target Bonds securities broker or dealer (other than any related Dealer Manager Partyyourself), commercial bank or trust company that solicits tenderstenders and consents, and no Dealer Manager neither you nor any other Affiliated Party shall have any liability to the City or the Authority any Note Party or any person asserting claims on behalf of or in right of the City or the Authority any Note Party in connection with or as a result of either its your engagement or any matter governed by referred to in this Agreement agreement except to the extent that such liability is finally judicially determined by a court of competent jurisdiction to have resulted results from such Dealer Manager Party’s your own gross negligence, bad faith or willful misconduct or bad faith in performing the services that are the subject of this Agreementagreement. In soliciting tenders, no Target Bonds securities broker or dealer (other than the Dealer Manageryourself), commercial bank or trust company shall be deemed to act as your agent or the agent of the City or the Authority or the Note Parties, and you, as Dealer Manager. The Dealer Manager , shall not be deemed to be the agent of any Target Bonds other securities broker or dealer or of any commercial bank or trust company. (b) The City and the Authority agree Company agrees to furnish to the Dealer Manager you as many copies as the Dealer Manager you may reasonably request of the Tender/Exchange Documents Offer Material in final form for use by the Dealer Manager you in connection with the Tender/Exchange ProgramOffer. The City and Except in accordance with Section 2(c) above, the Authority Note Parties shall not amend or supplement the Tender/Exchange Documents, or prepare or approve any additional material for use in connection with the Tender/Exchange Program, Offer Material without the Dealer Manager’s prior written your consent, which consent shall not be unreasonably withheld. In the event that (i) the Company uses or permits the use of any such amended Offer Material in connection with the Exchange Offer or files any such amended Offer Material with any federal, state or local governmental or regulatory agency or authority without your prior approval or (ii) if at any time you shall determine that any condition set forth in Section 7 shall not be satisfied, then you (A) shall have a reasonable period of time after discovering or being informed of such event to elect whether to withdraw as Dealer Manager in connection with the Exchange Offer without any liability or penalty to you or any other Affiliated Party, (B) shall be entitled promptly to receive the payment of all fees and if expenses payable to you under this agreement which have accrued and become payable on or prior to the date of such consent is withheld for any reason, withdrawal and (C) shall continue to be entitled to the City indemnification and the Authority may terminate this Agreementcontribution provisions contained in Section 8. (c) Except for the 2022 Bonds POS and references to the Tender/Exchange Program and the Dealer Manager in connection with submissions to the Authority and in the transcript for the Series 2022 Bonds, the City and the Authority will not use or publish any material in connection with the Tender/Exchange Program that is reasonably expected to be viewed by potential investors, or refer to the Dealer Manager in any such material, without the Dealer Manager’s consent, which consent shall not be unreasonably withheld. (d) The City and the Authority agree to furnish or cause to be furnished to the Dealer Manager, to the extent the same is available to the Authority, lists showing the names and addresses of, and principal amount of the Target Bonds held by, the Bondowners of the Target Bonds as of a recent date, and shall use commercially reasonable efforts to cause the Dealer Manager to be advised from day to day during the period of the Tender/Exchange Program as to any transfers of the Bondowners of the Target Bonds. The Dealer Manager Company agrees to use such information only in connection with the Tender/Exchange Program and not to furnish such information to any other person except in connection with the Tender/Exchange Program. (e) The City and the Authority shall use commercially reasonable efforts to cause the Information Agent to orally inform the Dealer Manager during each business day during the Tender/Exchange Program (to be followed on a daily basis by written confirmation) as to the principal amount of the Target Bonds which have been tendered pursuant to the Tender/Exchange Program during the time period since its previous daily report to the Dealer Manager under this provision. (f) The City will advise the Dealer Manager promptly, after it receives notice, or otherwise becomes aware, you promptly of (i) the occurrence of any event or discovery of any fact that could would reasonably be expected to cause or which causes the City Company to withdraw, rescind rescind, terminate or terminate modify the Tender/Exchange Program or would permit the Authority to exercise any right not to purchase or exchange Target Bonds tendered pursuant to the Tender/Exchange ProgramOffer, (ii) the occurrence of any event, or the discovery of any fact, the occurrence or existence of which would reasonably be expected to require the making of any change in any of the Tender/Exchange Documents then being used Offer Material or Rule 165 Material or would reasonably be expected to cause any a representation or warranty contained in this Agreement agreement to be untrue or inaccurate in any material respect, provided, that the Company shall only be required to make such advisements with respect to this clause (ii) prior to the consummation of the Exchange Offer, (iii) any proposal by the City or requirement to makemodify, amend or supplement any Tender/Exchange Documents of the Offer Material or Rule 165 Material, (iv) the issuance of any comments or order or the taking of any other action by the Commission any other securities commission or other similar authority or any administrative or judicial tribunal or other governmental agency or instrumentality concerning the Exchange Offer (and, if in writing, the Company will furnish you a copy thereof) and (v) any other information relating to the Exchange Offer which you may from time to time reasonably request. (d) The Company represents and agrees that it has not made and will not make any written communications in connection with or related to the Exchange Offer that could constitute a “prospectus” for the purposes of Section 5(b)(1) of the Securities Act except Rule 165 Material and to provide you with a copy of all Rule 165 Material promptly after filing of the same with the Commission. (e) The Company has filed and will continue to file with the Commission pursuant to Rule 425 of the Securities Act all written communications made by the Company in connection with or relating to the Exchange Offer required to be filed on the date of their first use. (f) The Note Parties will not use or publish any material in connection with the Tender/Exchange Program Offer, or refer to you in any such material, without your consent, which consent shall not be unreasonably withheld. The Company will promptly inform you of any material developments in connection with the Exchange Offer, including, any litigation or administrative action or claim with respect to the Exchange Offer. (g) The Company shall provide you, to the extent the same is available to the Company, cards or lists or copies thereof showing the names and addresses of, and principal amount of Old Securities held by, the Registered or Beneficial Owners of Old Securities as of a recent date, and shall use its commercially reasonable efforts to advise you from day to day during the period of the Exchange Offer as to any changes in identity of the Registered or Beneficial Owners of Old Securities. You agree to use such information only in connection with the Exchange Offer and not to furnish such information to any other person except in connection with the Exchange Offer. (h) The Company shall arrange for Global Bondholder Services Corporation to serve as information agent and exchange agent (in such capacities, the “Exchange Agent”) in connection with the Exchange Offer and, as such, to advise you in writing during each Business Day during the Exchange Offer as to the principal amount of Old Securities which have been tendered pursuant to the Exchange Offer during the interval since its previous daily report to you and as to such other matters relating to the Exchange Offer as you may reasonably request. (i) Each Note Party agrees not to take, directly or indirectly, any action that is designed to cause or result, or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of any Note Party or its subsidiaries in connection with the Exchange Offer. (j) Prior to the issuance of the New Securities, the Company agrees to use its commercially reasonable efforts to obtain the registration or qualification of the New Securities under the securities or Blue Sky laws of such jurisdictions as may be required for the consummation of the Exchange Act Offer. The Company will promptly advise you of 1934 the receipt by the Note Parties of any notification with respect to the suspension of the qualification or exemption of the New Securities for delivery in any jurisdiction or the initiation or threatening of any proceeding for such purpose. (k) The Company will cause all the “1934 Act”Old Securities accepted in the Exchange Offer to be cancelled and retired upon their delivery to the Company. The Company will cooperate with you and use its best efforts to permit the New Securities to be eligible for clearance and settlement through DTC. (l) You may, with the prior written consent of the Company, which consent shall not be unreasonably withheld, and at your own expense, at any time on or after the Commencement Date, place an announcement in any applicable lawnewspapers and periodicals as you may choose, rule or regulation,stating that Xxxxxxx, Xxxxx & Co. is acting as Dealer Manager in connection with the Exchange Offer.