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RESOLUTION NO. 2003-058 Statement to the Underwriter. The County Administrator is authorized to deem final the Preliminary Official Statement prepared pursuant to this Section for purposes of Rule 15c2-12 (the "Rule") of the Securities and Exchange Commission. Upon the award of the 2003 Bonds to the Underwriter, the Issuer shall also make available a reasonable number of copies of the Official Statement to the Underwriter, who may mail such Official Statements to prospective purchasers at the Underwriter's expense. SECTION 10. CONTINUING DISCLOSURE. The Issuer hereby covenants and agrees that, in order to provide for compliance by the Issuer with the secondary market disclosure requirements of the Rule, that it will comply with and carry out all of the provisions of that certain Continuing Disclosure Certificate in substantially the form attached hereto as Exhibit C, to be executed by the Issuer and dated the date of issuance and delivery of the 2003 Bonds, as it may be amended from time to time in accordance with the terms thereof (the "Continuing Disclosure Certificate"). Notwithstanding any other provision of this Resolution, failure of the Issuer to comply with such Continuing Disclosure Certificate shall not be considered an event of default; however, any Bondholder may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the Issuer to comply with its obligations under this Section. SECTION 11. MUNICIPAL BOND INSURANCE. The purchase of a municipal bond insurance policy (the "Financial Guaranty Insurance Policy") to be issued by Ambac Assurance Corporation (." AMBAC") is hereby authorized in accordance with the commitment for insurance attached hereto as Exhibit "Dm and payment for such insurance is hereby authorized from Bond proceeds or other funds provided by the Issuer, so long as such purchase results in a net interest cost savings The County Administrator, or his designee, shall have the authority to determine whether the purchase of the Financial Guaranty Policy would result in a net interest cost savings to the County at the time the 2003 Bonds are sold. A statement of insurance is hereby authorized to be printed on or attached to the Bonds for the benefit and information of the Bondholders. For so long as the Financial Guaranty Insurance Policy is applicable to the 2003 Bonds, the additional provisions set forth in the Original Resolution regarding AMBAC as the provider of the municipal bond insurance policy shall be applicable to the 2003 Bonds and AMBAC as the provider of the Financial Guaranty Insurance Policy. In addition to the covenants and agreements of the Issuer contained in the Original Resolution regarding the rights of AMBAC which are incorporated herein, the Issuer hereby covenants and agrees for the benefit of AMBAC and the holders of the Bonds while the Financial Guaranty Insurance Policy insuring the 2003 Bonds is in full force and effect, to provide AMBAC with copies of any notices to be given to any party pursuant to the Resolution, and to provide prior notice to AMBAC of any amendments to the Resolution. SECTION 12. BOOK ENTRY ONLY BONDS. It is in the best interest of the Issuer and the residents and inhabitants thereof that the 2003 Bonds be issued utilizing a pure book -entry system of registration. In furtherance thereof, the Issuer has previously executed and delivered a Blanket Letter of Representations with The Depository Trust Company. For so long as the 2003 Bonds remain in such book entry only system of registration, in the event of a conflict between the provisions of the Original Resolution and of the Blanket Letter of Representations, the terms and provisions of the Blanket Letter of Representations shall prevail.