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144 <br /> compensation, any potential or actual material conflicts of interest, and material financial <br /> characteristics and material financial risks associated with the transaction to the extent <br /> required by MSRB rules. The Underwriters hereby notify the County that the Underwriters <br /> are not acting as Municipal Advisors (as defined in Section 15B of the Securities Exchange <br /> 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 <br /> contemplated by this Bond Purchase Agreement. The County has consulted its own legal, <br /> financial, and other advisors to the extent it has deemed appropriate. <br /> (15) Miscellaneous. (a) If any provision of this Bond Purchase Agreement shall <br /> be held or deemed to be or shall, in fact,be inoperative, invalid or unenforceable as applied <br /> in any particular case in any jurisdiction or jurisdictions because it conflicts with any <br /> provisions of any constitution, statute, rule or public policy, or any other reason, such <br /> circumstances shall not have the effect of rendering the provision in question inoperable or <br /> unenforceable in any other case or circumstance, or of rendering any other provision or <br /> 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 <br /> counterparts, each of which shall which shall be an original,but all of which shall constitute <br /> but one and the same instrument. <br /> (c) This Bond Purchase Agreement is made solely for the benefit of and <br /> is binding on the County and the Underwriters (including successors or assigns of the <br /> Underwriters) and no other person shall acquire or have any right hereunder or by virtue <br /> hereof. It is the entire agreement of the parties, superseding all prior agreements, and may <br /> not be modified except in writing signed by both of the parties hereto. <br /> (d) Under this Bond Purchase Agreement, the Underwriters are acting as <br /> principals and not as agents or fiduciaries, and the Underwriters' engagement is as <br /> independent contractors and not in any other capacity. The County agrees that it is solely <br /> responsible for making its own judgments in connection with the offering of the Bonds <br /> regardless of whether the Underwriters have or are currently advising the County on related <br /> or other matters. <br /> [Remainder of Page Intentionally Left Blank] <br /> -18- <br />