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i~ <br />l3. Undertakizzg for Continuing Disclosure -- The County undertakes, <br />for the benefit of the beneficial owners of the Bonds, to provide continuing <br />disclosure with respect to the Bonds as described in Exhibit B. <br />The Board designates the Finance Officer as the County officer to be <br />primarily responsible for the County's compliance with its undertakings for <br />continuing disclosure provided for in this resolution. The Finance Officer will <br />provide for the filings and reports (including the reports of material events) <br />constituting the continuing disclosure provided for in this resolution. <br />14. Resolutions As To Tax Matters -- The County will not take or omit to <br />take any action the taking or omission of which will cause the Bonds to be <br />"arbitrage bonds," within the meaning of Section 148 of the "Code" (as defined <br />below), or "private activity bonds" within the meaning of Code Section 141, or <br />otherwise cause interest on the Bonds to be includable in gross income for federal <br />income tax purposes. Without limiting the generality of the foregoing, the County <br />will comply with any Code provision that Wray require the County at any time to <br />pay to the United States any part of the earnings derived from the investment of the <br />proceeds of the Bonds, and the County will pay arry such required rebate from its <br />general funds, For this paragraph, "Code" means the United States Internal <br />Revenue Code of 1986, as amended, including applicable Treasury regulations. <br />1 S. Book-Entry System for Boz:d Registration: -- The Bonds will be <br />issued by means of a book-entry system, with one bond certificate for each <br />maturity immobilized at The Depository Trust Company, New York, New York <br />("DTC"), and not available for distribution to the public. The book-entry system <br />for registration will operate as described in the Official Statement, Therefore, (a) <br />the County will pay principal, premium, if any, and interest on the Bonds to DTC <br />or its nominee as registered owner of the Bonds, (b) the County will not be <br />responsible or liable for such transfer of payments to parties other than DTC or for <br />maintaining, supervising or reviewing the records maintained by DTC or any other <br />person related to the Bonds, and (c) the County will not mail redemption notices <br />(or any other notices related to the Bonds) to anyone other than DTC or its <br />nominee so long as the book-enh~y system of registration with DTC is in effect, <br />The County may elect to discontinue the book-entry system with DTC. The <br />Finance Officer is authorized and directed to enter into any agreements such <br />officer deems appropriate to put into place the book-entry system with DTC. <br />16. Approval of Financial Advisor- The Board confirms the selection of <br />Ferris, Baker Watts, Inc. to serve as the County's financial advisor with respect to <br />the refunding component of the bond issue, <br />