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CONTINUING DISCLOSURE UNDERTAKING <br />Pursuant to SEC Rule 15c2-12, as amended (17 CFR Part 240, § 240.ISc2-12) (the "Rule"), the County, as the <br />"obligated person" within the meaning of the Rule, has agreed, in the Resolution, to execute and deliver a Continuing <br />Disclosure Certificate, substantially in the form attached hereto as Appendix C for the benefit of the 1998 Certificate <br />Owners. The County is executing and delivering the Continuing Disclosure Certificate to enable the Underwriter to <br />comply with their legal obligations under the Rule. The County has not previously executed and delivered a <br />Continuing Disclosure Certificate with respect to any debt issues for which the County is the "obligated person" as <br />defined in the Rule. <br />CONCLUDING STATEMENT <br />All quotations from and summaries and explanations of law herein do not purport to be complete, and reference is <br />made to said laws for full and complete statements of their provisions. Information with respect to the County <br />herein has been supplied by the County, and the Underwriters have relied on the accuracy and completeness of such <br />information. <br />The information set forth herein should not be construed as representing all conditions affecting the County or the <br />Certificates. Additional information may be obtained from the County. Statements relating to other documents are <br />qualified in their entirety by reference to the provisions of such documents in tneir complete form. <br />The Official Statement is not to be construed as a contract or agreement between the County and the purchasers or <br />holders of any of the 1998 Certificates. Any statements made in this Official Statement involving matters of opinion <br />are intended merely as opinion and not as representation of fact. The information and expressions of opinion herein are <br />subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, <br />~ under any circumstances, create any implication that there has been no change in the affairs of the County, or its <br />agencies and authorities, since the date hereof. <br />MARION COUNTY <br />Bv: <br />Billy F. Wasson <br />Courthouse Square Coordinator <br />54 <br />