CCSD BOA REVI ARD OF TR ISED AGEN RUSTEES NDA

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(FORM <strong>OF</strong> ASSIGNMENT) FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto (Name and Address of Transferee) the within note and does hereby irrevocably constitute and appoint _______________________________ attorney to transfer the within note on the books kept for registration thereof, with full power of substitution in the premises. Dated: ___________________________________ Signature Guaranteed _____________________________________________ (Authorized Officer) ___________________________________ (Signature must be guaranteed by a participant in the Securities Transfer Agent Medallions Program (STAMP)) _____________________________________________ Notice: The signature to the assignment must correspond with the name of the registered owner as it appears upon the face of the within note in every particular, without alteration or enlargement or any change whatever. B - 4 2/22/16 Board Agenda Agenda Item 9.5B (A&F D-IX) Page 41 of 49
EXHIBIT C DISCLOSURE DISSEMINATION <strong>AGEN</strong>T AGREEMENT This Disclosure Dissemination Agent Agreement (the "Disclosure Agreement"), dated as of _________, 2016, is executed and delivered by Charleston County School District, South Carolina (the "Issuer") and Digital Assurance Certification, L.L.C., as exclusive Disclosure Dissemination Agent (the "Disclosure Dissemination Agent" or "DAC"), for the benefit of the Holders (hereinafter defined) of the Bonds (hereinafter defined) in order to assist the Participating Underwriters in complying with Rule 15c2- 12 of the United States Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time (the "Rule"). Inasmuch as the Bonds have a stated maturity of less than 18 months, the limited exemption provided by S.E.C. Rule 15c2-12(d)(3) applies to the Bonds, and the Issuer's obligations are limited to compliance with S.E.C. Rule 15c2-12(b)(5)(i)(C). The services provided under this Disclosure Agreement solely relate to the execution of instructions received from the Issuer through use of the DAC system and do not constitute "advice" within the meaning of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Act"). DAC will not provide any advice or recommendation to the Issuer or anyone on the Issuer's behalf regarding the "issuance of municipal securities" or any "municipal financial product" as defined in the Act and nothing in this Disclosure Agreement shall be interpreted to the contrary. SECTION 1. Definitions. Capitalized terms not otherwise defined in this Disclosure Agreement shall have the meaning assigned in the Rule or, to the extent not in conflict with the Rule, in the Official Statement (hereinafter defined). The capitalized terms shall have the following meanings: "Bonds" means the obligations as listed on the attached Exhibit A, with the 9-digit CUSIP numbers relating thereto. "Certification" means a written certification of compliance signed by the Disclosure Representative stating that the Notice Event notice delivered to the Disclosure Dissemination Agent is the Notice Event notice required to be submitted to the MSRB under this Disclosure Agreement. A Certification shall accompany each such document submitted to the Disclosure Dissemination Agent by the Issuer and include the full name of the Bonds and the 9-digit CUSIP numbers for all Bonds to which the document applies. "Disclosure Dissemination Agent" means Digital Assurance Certification, L.L.C, acting in its capacity as Disclosure Dissemination Agent hereunder, or any successor Disclosure Dissemination Agent designated in writing by the Issuer pursuant to Section 6 hereof. "Disclosure Representative" means the Chief Financial and Operations Officer of the Issuer or his or her designee, or such other person as the Issuer shall designate in writing to the Disclosure Dissemination Agent from time to time as the person responsible for providing Information to the Disclosure Dissemination Agent. "Force Majeure Event" means: (i) acts of God, war, or terrorist action; (ii) failure or shut-down of the Electronic Municipal Market Access system maintained by the MSRB; or (iii) to the extent beyond the Disclosure Dissemination Agent's reasonable control, interruptions in telecommunications or utilities services, failure, malfunction or error of any telecommunications, computer or other electrical, mechanical or technological application, service or system, computer virus, interruptions in Internet service or telephone service (including due to a virus, electrical delivery problem or similar occurrence) that affect Internet users generally, or in the local area in which the Disclosure Dissemination Agent or C - 1 2/22/16 Board Agenda Agenda Item 9.5B (A&F D-IX) Page 42 of 49
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CCSD BOA REVI ARD OF TR ISED AGEN RUSTEES NDA

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