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167 <br /> THE COUNTY'S CONTINUING DISCLOSURE COMPLIANCE <br /> [To be reviewed/confirmed] During the past five years, the County has not failed to comply in all <br /> material respects with the terms of its prior undertakings under Rule 15c2-12, except as described in the <br /> following paragraphs. <br /> The County had certain disclosure information that was due to be posted by January 31,2017,with <br /> respect to the fiscal year ended June 30, 2016. At that deadline, however, the County's CAFR(including <br /> its audit) for the fiscal year ended June 30, 2016, was not yet available. Prior to the deadline, the County <br /> posted certain unaudited financial statements as called for by the terms of its continuing disclosure <br /> undertakings. In this posting, however, by oversight, the County did not post its adopted budget or the <br /> supplemental financial information as required by its continuing disclosure undertakings. The County <br /> posted such required supplemental financial information in March 2017 and its adopted budget in October <br /> 2017. Additionally,for some years,while the County timely posted its annual disclosures on EMMA,such <br /> annual disclosures were not always properly linked to each of the County's CUSIP numbers. <br /> In April 2019,the County determined that it had in some circumstances inadvertently failed to post <br /> on the EMMA system information regarding its approved County budget for the fiscal year ended June 30, <br /> 2019,as required by some of the County's continuing disclosure obligations,although the County's CAFR <br /> included some budget information. Upon becoming aware of this issue, the County promptly moved to <br /> properly link the required budget information to all relevant CUSIP numbers. <br /> The County has filed notices of failure to file the items described above as required by Rule 15c2- <br /> 12,which describe the occasions of non-compliance and corrected compliance. <br /> The County is not aware of any other occasions in which it was in material noncompliance with <br /> any of its continuing disclosure undertakings.The County has not knowingly failed to comply with its prior <br /> continuing disclosure undertakings. The County believes that at this point, it has filed all the financial <br /> information that its previous commitments require,and that all required financial information is posted with <br /> regard to all relevant CUSIP numbers. <br /> UNDERWRITING <br /> The Underwriters have agreed under the terms of a Bond Purchase Agreement (the "Purchase <br /> Agreement")to purchase all of the 2021 Bonds,if any of the 2021 Bonds are to be purchased,at a purchase <br /> price equal to 100% of the principal amount of the 2021 Bonds, plus/less net original issue <br /> premium/discount of$ , less an Underwriters' discount of$ . The Underwriters' <br /> obligation to purchase the 2021 Bonds is subject to certain terms and conditions set forth in the Purchase <br /> Agreement. <br /> FHN Financial Capital Markets is a division of First Horizon Bank and First Horizon Advisors, <br /> Inc.,is a wholly owned subsidiary of First Horizon Bank. FHN Financial Capital Markets has entered into <br /> a distribution agreement with First Horizon Advisors, Inc., for the distribution of the offered Bonds at the <br /> original issue prices. Such arrangement generally provides that FHN Financial Capital Markets will share <br /> a portion of its underwriting compensation or selling concession with First Horizon Advisors,Inc. <br /> The Underwriters may offer and sell the 2021 Bonds to certain dealers(including dealers depositing <br /> the 2021 Bonds into investment trusts) and others at prices lower than the initial public offering prices <br /> stated on the inside front cover page hereof. The public offering prices may be changed from time to time <br /> by the Underwriters. <br /> 23 <br />