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by the winning bidder or such underwriter that the 10% test has been satisfied as to the Bonds of <br />that maturity, and (B) comply with the hold -the -offering -price rule, if applicable, if and for so long <br />as directed by the winning bidder or the underwriter and as set forth in the related pricing wires. <br />Sales of any Bonds to any person that is a related party to an underwriter shall not constitute <br />sales to the public for purposes of this Official Notice of Sale. Further, for purposes of this Official <br />Notice of Sale: <br />(i) "public" means any person other than an underwriter or a related party (as <br />defined in Section 1.150-1(b) of the Treasury Regulations) to an underwriter, <br />(ii) "underwriter" means (A) any person that agrees pursuant to a written <br />contract (i.e. this Official Notice of Sale) with the County (or with the lead underwriter to <br />form an underwriting syndicate) to participate in the initial sale of the Bonds to the public <br />and (B) any person that agrees pursuant to a written contract directly or indirectly with a <br />person described in clause (A) to participate in the initial sale of the Bonds to the public <br />(including a member of a selling group or a party to a retail distribution agreement <br />participating in the initial sale of the Bonds to the public), <br />(iii) generally, a purchaser of any of the Bonds is a "related party" to an <br />underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) at <br />least 50% common ownership of the voting power or the total value of their stock, if both <br />entities are corporations (including direct ownership by one corporation of another), (ii) <br />more than 50% common ownership of their capital interests or profits interests, if both <br />entities are partnerships (including direct ownership by one partnership of another), or (iii) <br />more than 50% common ownership of the value of the outstanding stock of the corporation <br />or the capital interests or profit interests of the partnership, as applicable, if one entity is a <br />corporation and the other entity is a partnership (including direct ownership of the <br />applicable stock or interests by one entity of the other), and <br />(iv) "sale date" means the date that the Bonds are awarded by the County to the <br />winning bidder. <br />CONTINUING DISCLOSURE <br />The County has covenanted to provide ongoing disclosure in accordance with Rule 15c2- <br />12 of the Securities and Exchange Commission. The specific nature of the information to be <br />contained in the annual report and the notices of material events are set forth in the Continuing <br />Disclosure Certificate which is reproduced in its entirety in Appendix D attached to the <br />Preliminary Official Statement for the Bonds. The covenants have been undertaken by the County <br />in order to assist the successful purchaser in complying with clause (b) (5) of Rule 15c2-12 of the <br />Securities and Exchange Commission. <br />13 <br />