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12. Undertaking for Continuing Disclosure — The County undertakes, for the <br /> benefit of the beneficial owners of the Bonds, to provide continuing disclosure with <br /> respect to the Bonds as described in Exhibit B. <br /> The Board designates the Finance Officer as the County officer to be primarily <br /> responsible for the County's compliance with its undertakings for continuing disclosure <br /> provided for in this resolution. The Finance Officer will provide for the filings and <br /> reports (including the reports of material events) constituting the continuing disclosure <br /> provided for in this resolution. <br /> 13. Resolutions As To Tax Matters -- The County will not take or omit to take <br /> any action the taking or omission of which will cause the Bonds to be "arbitrage bonds," <br /> within the meaning of Section 148 of the "Code" (as defined below), or "private activity <br /> bonds"within the meaning of Code Section 141, or otherwise cause interest on the Bonds <br /> to be includable in gross income for federal income tax purposes. Without limiting the <br /> generality of the foregoing, the County will comply with any Code provision that may <br /> require the County at any time to pay to the United States any part of the earnings derived <br /> from the investment of the proceeds of the Bonds, and the County will pay any such <br /> required rebate from its general funds. For this paragraph, "Code" means the United <br /> States Internal Revenue Code of 1986, as amended, including applicable Treasury <br /> regulations. <br /> 14. Book-Entry System for Bond Registration -- The Bonds will be issued <br /> by means of a book-entry system, with one bond certificate for each maturity <br /> immobilized at The Depository Trust Company, New York, New York ("DTC"), and not <br /> available for distribution to the public. The book-entry system for registration will <br /> operate as described in the Official Statement. Therefore, so long as the book-entry <br /> system of registration with DTC is in effect, (a) the County will pay principal and interest <br /> on the Bonds only to DTC or its nominee as registered owner of the Bonds, (b) the <br /> County will not be responsible or liable for any transfer of payments to parties other than <br /> DTC or for maintaining, supervising or reviewing the records maintained by DTC or any <br /> other person related to the Bonds, and (c)the County will not send redemption notices (or <br /> any other notices related to the Bonds) to anyone other than DTC or its nominee. The <br /> Board, by resolution, may elect to discontinue the County's book-entry system with <br /> DTC. The Finance Officer is authorized to enter into any agreements such officer deems <br /> appropriate to put into place and carry out the book-entry system with DTC. <br /> 15. Ratification of Professionals - The Board confirms the selection (a) of <br /> Robert M. Jessup Jr. of Sanford Holshouser LLP to serve as the County's bond counsel <br /> with respect to the Bonds, and (b) of Davenport & Co. LLC to serve as the County's <br /> financial advisor with respect to the refunding. <br /> 16. Call of Prior Bonds for Redemption - The Board directs the Finance <br /> Officer to make, on the County's behalf, an irrevocable call for redemption of such of the <br /> County's Public Improvement Bonds with Series designations 2004A, 2004B and 2005A <br /> 5 <br />