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(r) Between the date hereof and the Closing Date, the City will not supplement or amend the City Documents, the Resolution or the Official Statement in any respect that is material to the obligations of the City under this Purchase Agreement without the prior written consent of the Underwriter, which consent shall not be unreasonably withheld. Section 5. Underwriter's Representations, Covenants and Agreements. The Underwriter represents and covenants and agrees with the City that the Underwriter has been duly authorized to enter into this Purchase Agreement and to act hereunder. Section 6. Offering. (a) It shall be a condition to the City's obligations to sell and to deliver the Bonds to the Underwriter and to the Underwriter's obligations to purchase and to accept delivery of the Bonds that the entire $ principal amount of the Bonds shall be issued, sold and delivered by or at the direction of the City and purchased, accepted and paid for by the Underwriter at the Closing. On or prior to the Closing, the Underwriter will provide the City with information regarding the reoffering prices and yields on the Bonds, in such form as the City may reasonably request. (b) The Underwriter agrees to make a bona fide public offering of all the Bonds, at prices not in excess of the initial public offering prices as set forth in the Official Statement and in Exhibit D attached hereto. The Underwriter may offer and sell the Bonds to certain dealers (including dealers depositing the Bonds into investment trusts) and others at prices lower than the public offering price stated on the cover of the Official Statement. The Underwriter will provide, consistent with the requirements of MSRB, for the delivery of a copy of the Official Statement to each customer who purchases a Bond during the underwriting period. The Underwriter further agrees that it will comply with applicable laws and regulations, including without limitation Rule 15c2-12, in connection with the offering and sale of the Bonds. (c) Issue Price. Notwithstanding any provision of this Purchase Agreement to the contrary, the Underwriter and City agree to the following provisions related to the issue price of the Bonds: (1) For purposes of this section, the following defmitions apply: (i) "Public" means any person other than an underwriter or a related party to an underwriter. (ii) "underwriter" means (A) any person that agrees pursuant to a written contract with the City, as accepted and agreed to by its Controller, (or with the lead underwriter for the Bonds to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the public). (iii) "Related Party" means a purchaser of any of the Bonds who, along with the underwriter, are both subject, directly or indirectly, to (i) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are 55A6131