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'A I RUE COPY 'JERTIFICATION ON LAST PAGE J.R. SMITH. CLERK the Securities Exchange Act of 1934 to any municipal entity or obligated person with respect to this Resolution, the Existing Resolution, information, materials or communications; (C) the Purchaser and its representatives are acting for their own interests; and (D) the County has been informed that the County should discuss this Resolution, the Existing Resolution and any such other infort-nation, materials or communications with any and all internal and external advisors and experts that the County deems appropriate before acting on this Resolution, the Existing Resolution or any such other information, materials or communications. SECTION 10. APPOINTMENT OF REGISTRAR AND PAYING AGENT. The Registrar and Paying Agent for the Series 2015 Note shall be the Clerk. SECTION 11. APPROVAL OF ESCROW AGREEMENT. The County hereby authorizes and approves an Escrow Deposit Agreement, substantially in the form attached hereto as Exhibit B, with such changes and modifications thereto as shall be approved by the Chairman and Clerk, approval to be presumed by his or her execution thereof (the "Escrow Deposit Agreement"). SECTION 12. ADDITIONAL COVENANTS. (A) The County agrees to reimburse the Holder (or its agent, receiver, trustee or other representative) upon demand therefor for all reasonable legal and collection costs in connection with the exercise of the Holder's remedies or the collection of payments on the Series 2015 Note upon the occurrence of an Event of Default under the Authorizing Resolution. (B) The County agrees to notify the Holder immediately if an Event of Default under the Authorizing Resolution should occur. (C) The County agrees that, to the extent permitted by law, it will not assert any immunity it may have as a public entity under state law with respect to the Series 2015 Note or any of the Issuer's other obligations under the Authorizing Resolution. (D) The County agrees to provide to the Holder, at no cost to the Holder, (i) within 240 days after the end of each Fiscal Year of the County, a copy of its audited financial statements for such Fiscal Year; and (ii) within 30 days after adoption thereof, each of the County's annual operating and capital budgets. (E) The County agrees to comply with all county, state and federal regulations in regard to all timeframes for reporting of all budgetary, compliance and financial issues. (F) The County agrees that the County will not file or submit, or pen -nit the filing or submission, of all or any portion of this Resolution with the Municipal Securities Rulemaking Board's Electronic Municipal Market Access system (or any successor continuing disclosure vehicle) unless this Resolution or portion thereof, as applicable, to be so filed or submitted (i) has been submitted to the Holder in advance of such filing or submission and (n) shall have been redacted to the extent required by the Holder. SECTION 13. TRANSFER OF THE SERIES 2015 NOTE. The Series 2015 Note, and the rights of the Holder thereunder and under the Authorizing Resolution, may be transferred 0