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. Trust and the Trust Agreement, fees and disbursements of Bond Counsel, fees and disbursements <br />of the County Attorney, fees and disbursements of Trustee's counsel, fees and disbursements of <br />Underwriter's counsel, fees and disbursements of the Company's counsel, fees and expenses of <br />the County's accountants, any fees charged by investment rating agencies for the rating of the <br />Bonds, fees of the Local Government Commission and the North Carolina Municipal Council <br />and any paying agent fees and additional miscellaneous fees and costs incurred in connection <br />with and related to the transaction. <br />The Underwriter shall pay all advertising expenses and blue sky expenses in connection <br />with the public offering of the Bonds and all other expenses incurred by the Underwriter in <br />connection with its public offering and distribution of the Bonds, including the CUSIP Service <br />Bureau service charge for the assignment of CUSIP numbers for the Bonds, but excluding fees <br />and disbursements of Underwriter's counsel. The Company shall not be liable for payment of <br />any of the above expenses, fees or disbursements, nor any other expenses, fees or disbursements <br />which are charged or shall arise as a result of the delivery of the Bonds. <br />11. Notices. Any notice or other communication to be given to the County under this <br />Purchase Contract may be given by delivering the same in writing to Orange County, North <br />Carolina, P.O. Box 1818, Hillsborough, North Carolina 27278, Attention: Financial Services <br />Director. Any notice or other communication to be given to the Underwriter under this Purchase <br />Contract may be given by delivering the same in writing to BB&T Capital Markets, a division of <br />Scott & Stringfellow, LLC, 200 South College Street, Suite 750, Charlotte, North Carolina <br />28202. Any notice or other communication to be given to the Company under this Purchase <br />Contract may be given by delivering the same in writing to Orange County Public Facilities <br />Company c/o Orange County Manager, P.O. Box 1818, Hillsborough, North Carolina 27278. <br />12. Benefats of Purchase Contract. This Purchase Contract is made solely for the <br />benefit of the Underwriter and the Company and their respective successors or assigns, and no <br />other person, including any purchaser of the Bonds, shall acquire or have any right hereunder or <br />by virtue hereof. <br />13. Approvals by Underwriter. The approval of the Underwriter in connection with <br />this Purchase Contract or .any document contemplated by it will be in writing signed by the <br />Underwriter and delivered to the Company or the County. <br />14. Assignment. This Purchase Contract may not be assigned by the Company <br />without the prior written consent of the Underwriter. Any assignment for which consent is not <br />given will be void. <br />15. Business Days. The term "business day" as used in this Purchase Contract will <br />mean any day on which the New York Stock Exchange is open for business. <br />16. Severability. If any one or more of the provisions of this Purchase Contract is, for <br />any reason, held to be illegal or invalid, such illegality or invalidity will not affect any other <br />provisions of this Purchase Contract and this Purchase Contract wilt be construed and enforced <br />• as if such illegal or invalid provisions had not been contained herein. <br />11 <br />3025651v2 15249.00084 <br />