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passed upon for the Authority and City by the City Attorney, and by Best Best Best & Krieger LLP, Riverside, <br />Califonua, Disclosure Counsel. <br />UNDERWRITING <br />The Bonds are being sold to Stifel, Nicolaus & Company, Incorporated (the "Underwriters "). The <br />Underwriters have agreed, subject to certain conditions, to purchase the Bonds from the Authority at a purchase <br />price of $ (being the principal amount of the Bonds, less an Underwriter's discount of <br />$ plus /less original issue premium of $ . The obligations of the Underwriter are <br />subject to certain conditions precedent, and they will be obligated to purchase all such Bonds if any such Bonds <br />are purchased. The Underwriter intends to offer the Bonds to the public initially at the prices and/or yield set <br />forth on the inside cover page of this Official Statement, which prices or yields may subsequently change <br />without any requirement of prior notice. <br />The Underwriter reserves the right to join with dealers and other underwriters in offering the Bonds to <br />the public. The Underwriter may offer and sell Bonds to certain dealers (including dealers depositing Bonds <br />into investment trusts) at prices lower than the public offering prices, and such dealers may re -allow any such <br />discounts on sales to other dealers. In reoffering Bonds to the public, the Underwriter may over - allocate or <br />effect transactions which stabilize or maintain the market prices for Bonds at levels above those which might <br />otherwise prevail. Such stabilization, if commenced, may be discontinued at any time. <br />[Balance of this page intentionally left blank] <br />44 <br />