Orange County NC Website
95 <br /> The County has acknowledged in the Trust Agreement that its undertaking pursuant to Rule 15c2- <br /> 12 is intended to be for the benefit of the registered owners of the 2026A Bonds and is enforceable by the <br /> Trustee or by any registered owner of the 2026A Bonds. THE RIGHT TO ENFORCE THE PROVISIONS OF THE <br /> COUNTY'S RULE 15C2-12 UNDERTAKINGS IS LIMITED TO A RIGHT TO OBTAIN SPECIFIC PERFORMANCE OF <br /> THE COUNTY'S OBLIGATIONS AND A FAILURE BY THE COUNTY TO COMPLY WITH ITS RULE 15C2-12 <br /> UNDERTAKINGS WILL NOT BE AN EVENT OF DEFAULT UNDER THE TRUST AGREEMENT AND WILL NOT <br /> RESULT IN ACCELERATION OF THE INSTALLMENT PAYMENTS. <br /> The County may modify from time to time,consistent with Rule 15c2-12,the information provided <br /> or the format of the presentation of such information,to the extent necessary or appropriate in the judgment <br /> of the County; provided that(1) any such modification may only be made in connection with a change in <br /> circumstances that arises from a change in legal requirements, change in law or change in the identity, <br /> nature or status of the County; (2)the information to be provided, as modified,would have complied with <br /> the requirements of the Rule 15c2-12 as of the date of this Official Statement, after taking into account any <br /> amendments or interpretations of the Rule 15c2-12, as well as any changes in circumstances; and (3) any <br /> such modification does not materially impair the interest of the Owners or the beneficial owners, as <br /> determined by the Trustee or nationally recognized bond counsel or by the approving vote of the Owners <br /> of a majority in principal amount of the 2026A Bonds. Any annual financial information containing <br /> modified operating data or financial information will explain, in narrative form, the reasons for the <br /> modification and the impact of the change in the type of operating data or financial information being <br /> provided. <br /> The County's Rule 15c2-12 undertakings will terminate on payment, or provision having been <br /> made for payment in a manner consistent with the Rule 15c2-12, in full of the principal and interest with <br /> respect to the 2026A Bonds. <br /> THE COUNTY'S CONTINUING DISCLOSURE COMPLIANCE <br /> [to be confirmed] During the past five years,the County has complied in all material respects with <br /> the terms of its prior undertakings under Rule 15c2-12. While the County timely filed notice of the <br /> incurrence of a material financial obligation with respect to its issuance of$41,535,000 Limited Obligation <br /> Bonds, Series 2022, such notice was not properly linked to the CUSIP numbers for the County's General <br /> Obligation School Bonds, Series 2020 on EMMA. The County updated the CUSIP numbers to which such <br /> filing is linked. The County believes that at this point, it has filed all the financial information that its <br /> previous commitments require, and that all required financial information is posted with regard to all <br /> relevant CUSIP numbers. <br /> UNDERWRITING <br /> The Underwriters have agreed under the terms of a Bond Purchase Agreement (the "Purchase <br /> Agreement") to purchase all of the 2026A Bonds, if any of the 2026A Bonds are to be purchased, at a <br /> purchase price equal to 100% of the principal amount of the 2026A Bonds, plus/less net original issue <br /> premium/discount of$ , less an Underwriters' discount of$ . The Underwriters' <br /> obligation to purchase the 2026A Bonds is subject to certain terms and conditions set forth in the Purchase <br /> Agreement. <br /> The Underwriters may offer and sell the 2026A Bonds to certain dealers (including dealers <br /> depositing the 2026A Bonds into investment trusts)and others at prices lower than the initial public offering <br /> prices stated on the inside front cover page hereof. The public offering prices may be changed from time <br /> to time by the Underwriters. <br /> 22 <br />