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potential or actual material conflicts of interest, and material financial characteristics and material financial <br /> risks associated with the transaction to the extent required by MSRB rules . The Underwriters hereby notify <br /> the County that the Underwriters are not acting as Municipal Advisors (as defined in Section 15B of the <br /> Securities Exchange Act of 1934, as amended) , the Underwriters are not agents of the County, and the <br /> Underwriters do not have a fiduciary duty to the County in connection with the matters contemplated by <br /> this Bond Purchase Agreement . The County has consulted its own legal, financial, and other advisors to the <br /> extent it has deemed appropriate . <br /> ( 15) Miscellaneous . (a) If any provision of this Bond Purchase Agreement shall be held or <br /> deemed to be or shall, in fact, be inoperative, invalid or unenforceable as applied in any particular case in <br /> any jurisdiction or jurisdictions because it conflicts with any provisions of any constitution, statute, rule or <br /> public policy, or any other reason, such circumstances shall not have the effect of rendering the provision <br /> in question inoperable or unenforceable in any other case or circumstance, or of rendering any other <br /> provision or provisions of this Bond Purchase Agreement invalid, inoperative or unenforceable to any <br /> extent whatever . <br /> (b) This Bond Purchase Agreement may be signed in any number of counterparts , each <br /> of which shall which shall be an original, but all of which shall constitute but one and the same instrument. <br /> (c) This Bond Purchase Agreement is made solely for the benefit of and is binding on <br /> the County and the Underwriters (including successors or assigns of the Underwriters) and no other person <br /> shall acquire or have any right hereunder or by virtue hereof. It is the entire agreement of the parties , <br /> superseding all prior agreements , and may not be modified except in writing signed by both of the parties <br /> hereto . <br /> (d) Under this Bond Purchase Agreement, the Underwriters are acting as principals <br /> and not as agents or fiduciaries , and the Underwriters ' engagement is as independent contractors and not in <br /> any other capacity. The County agrees that it is solely responsible for making its own judgments in <br /> connection with the offering of the Bonds regardless of whether the Underwriters have or are currently <br /> advising the County on related or other matters . <br /> [Remainder of Page Intentionally Left Blank] <br /> - 14- <br />