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6 <br />The Finance Officer is authorized and directed to hold the executed Bonds, and any other <br />documents authorized or permitted by this resolution, in escrow on the County's behalf until the <br />conditions for the delivery of the Bonds and other documents have been completed to the Finance <br />Officer's satisfaction, and thereupon to release the executed Bonds and other documents for <br />delivery to the appropriate persons or organizations. <br />Without limiting the generality of the foregoing, this authorization and direction is <br />specifically extended to authorize the Finance Officer (a) to approve and enter into agreements to <br />carry out the refunding contemplated by this resolution, including agreements for the custody of <br />Bond proceeds and agreements for appropriate professional services, and (b) to approve changes <br />to any documents or closing certifications previously signed by County officers or employees, <br />provided that the Bonds must be in substantially the form approved by this resolution and that any <br />such changes must not substantially alter the intent of such certificates from that expressed in the <br />forms of such certificates as executed by such officers or employees. The Finance Officer's <br />authorization •of the release of any such document for delivery will constitute conclusive evidence <br />of such officer's approval of any such changes. <br />In addition, the Finance Officer is authorized and directed to take all appropriate steps for <br />the efficient and convenient carrying out of the County's on-going responsibilities with respect to <br />the Bonds. This authorization includes, without limitation, contracting with third parties for <br />reports and calculations that may be required under the Bonds, this resolution or otherwise with <br />respect to the Bonds. <br />12. Undertaking for Continuing Disclosure -- The County undertakes, for the benefit <br />of the beneficial owners of the Bonds, to provide continuing disclosure with respect to the Bonds <br />as described in Exhibit B. <br />The Board designates the Finance Officer as the County officer to be primarily responsible <br />for the County's compliance with its undertakings for continuing disclosure provided. for in this <br />resolution. The Finance Officer will provide for the filings and reports (including the reports of <br />material events) constituting the continuing disclosure provided for in this resolution. <br />13. Resolutions As To Tax Matters -- The County will not take or omit to take any <br />action the taking or omission of which will cause the Bonds to be "arbitrage bonds," within the <br />meaning of Section 148 of the "Code" (as defined below), or "private activity bonds" within the <br />meaning of Code Section 141, or otherwise cause interest on the Bonds to be includable in gross <br />income for federal income tax purposes. Without limiting the generality of the foregoing, the <br />County will comply with any Code provision that may require the County at any time to pay to the <br />United States any part of the earnings derived from the investment of the proceeds of the Bonds, <br />and the County will pay any such required rebate from its general funds. For this paragraph, <br />"Code" means the United States Internal Revenue Code of 1986, as amended, including <br />applicable Treasury regulations. <br />14. Book-Entry System for Bond Registration -- The Bonds will be issued by means <br />of a book-entry system, with one bond certificate for each maturity immobilized at The <br />