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Upon the adoption of this resolution, the proper officials of the County including the <br />County Representative, are authorized and directed to undertake all other actions necessary for <br />the prompt sale, execution and delivery of the Bond and further to execute all closing certificates <br />and documents, including, but not limited to a separate loan or purchase agreement with the <br />Bank, required to effect the closing and delivery of the Bond in accordance with the terms of the <br />Approved Bid. In furtherance of the foregoing, the County Representative is authorized to <br />approve and enter into agreements for the payment of costs of issuance, including the fees and <br />expenses specified in the Approved Bid, including fees and out of pocket expenses of the Bank <br />(not to exceed $500) and other retained services, including Bond Counsel, Financial Advisor, <br />and other expenses customarily incurred in connection with issuance and sale of the Bond. The <br />disbursement of Bond proceeds to pay certain costs of issuance also may be made by the Escrow <br />Agent under the terms set forth in the Costs of Issuance Agreement. If the Bank utilizes the <br />services of outside counsel, the fees to be paid by the County shall not exceed $2,500. <br />Section 12. N.o Undertaking to Provide Ongjq& Disclosure. The Bond is not subject <br />to Rule 15c2-12 of the Securities and Exchange Commission under the Securities Exchange Act <br />of 1934, and the County makes no undertaking regarding ongoing disclosure with respect to the <br />As long as the Bond is outstanding, the County will provide to the Bank the information <br />specified in the Approved Bid as approved by the County Representative. <br />Section 13. Last, Stolen or DestroyedBond. In case the Bond shall be lost, stolen or <br />destroyed, the Bond Registrar may execute and deliver a new Bond of like date, number and <br />tenor to the Bank thereof upon the Bank's paying the expenses and charges of the County and <br />the Bond Registrar in connection therewith and upon its filing with the County evidence <br />-20- 502686980 v1 <br />