Agenda - 03-02-2006-8bOS - Laserfiche WebLink

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At present, Section 159-34 of the General Statutes of North Carolina requires the County's financial statements to be prepared in accordance with generally accepted accounting principles and to be audited in accordance with generally accepted auditing standards. If the County fails to comply with the undertaking described above, any beneficial owner of the 2006A Certificates may take action to protect and enforce the rights of the beneficial owners with respect to such undertaking, including an action for specific performance. A failure by the County to comply with its Rule 15c2-12 undertaking, however, will not be an event of default raider the Financuig Contract and will not result in acceleration of the Installment Payments. The County, at its option, may make any filing required by this undertaking solely by transmitting such filing to the Texas Municipal Advisory council (the "MAC") as provided at http:;', «~«~«~.disclosureusa.org, unless the SEC has withdrawn the interpretive advice in its letter to the MAC dated September 7, 2004. The County may modify from time to time, consistent with Rule 15c2-12, the information to be provided, to the extent necessary or appropriate in the judgment of the County, but: (1) any such modification may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law or change in the identity, nature or status of the County; (2) the information to be provided, as modified, would have complied with the requirements of Rule 15c2-12 as of the date of this Official Statement, after taking into account any amendments or interpretations of Rule 15c2-12 as well as any changes in circumstances; and (3) any such modification does not materially impair the interest of the beneficial owners, as determined by parties unaffiliated with the County (such as the Trustee or nationally recognized bond counsel) or by the approving vote of the beneficial owners of a majority in principal amount of the 2006A Certificates then Outstanding pursuant to the terms of the Indenture, as it may be amended from time to time, at the time of the amendment. Any annual financial information containing modified operating data or financial information will explain, in narrative form, the reasons for the modification and the impact of the change in the type of operating data or financial information being provided. The County's Rule 15c2-12 undertaking will terminate on payment, or provision having been made for payment in a manner consistent with Rule 15c2-12, in full of the Installment Payments or the 2006A Certificates. The County has not failed to provide any information to be provided by any undertaking previously made by the County pursuant to the requirements of Rule 15c2-12. MISCELLANEOUS Ratings As shown on the cover, the 2006A Certificates have been rated by Moody's Investors Service ("Moody's"), by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies {"Standcxrcl af~cl Poor's"), and by Fitch, Inc. (`Fitch"). Ful-ther explanation of the significance of such ratings may be obtained from Moody's, Standard & Poor's and Fitch. The ratings are not a recommendation to buy, sell or hold the 2006A Certificates and should be evaluated independently. There is no assurance that such C-883836v4 13361.00022 3 ~