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August 21, 2006 (Regular Meeting) Page 59 The County reserves the right to modify from time to time the information to be provided to the extent necessary or appropriate in the judgment of the County, provided that: (a) 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; the information to be provided, as modified, would have complied with the requirements of Rule 15c2-12 issued under the Securities Exchange Act of 1934 ("Rule 15c2-12") as of the date of the Official Statement relating to the Bonds, after taking into account any amendments or interpretations of Rule 15c2-12, as well as any changes in circumstances; and any such modification does not materially impair the interests of the beneficial owners, as determined either by parties unaffiliated with the County (such as bond counsel), or by the approving vote of the registered owners of a majority in principal amount of the Bonds pursuant to the terms of this bond resolution, as it may be amended from time to time, at the time of the amendment. Any annual financial information containing financial information shall explain, in narrative modification and the impact of the change in the financial information being provided. To the extent permitted by the U.S. Securities and Exchange Commission, the County may discharge its undertaking described above by transmitting those documents or notices electronically to www.disclosureusa.org. The provisions of this Section shall terminate upon payment, or provision having been made for payment in a manner consistent with Rule 15c2- 12, in full of the principal of and interest on all of the Bonds. (b) (c) modified operating form, the reasons type of operating data or for the data or Section 11. The County covenants that, to the extent permitted by the Constitution and laws of the State of North Carolina, it will do and perform all acts and things to comply with the requirements of the Internal Revenue Code of 1986, as amended (the "Code"), and any related regulations and procedures in order to assure that interest paid on the Bonds will not be includable in the gross income of the owners thereof for purposes of federal income taxation, except to the extent that the County obtains an opinion of bond counsel to the effect that noncompliance would not result in interest on the Bonds being includable in the gross income of the owners of the Bonds for purposes of federal income taxation. As necessary or appropriate in connection with the issuance of the Bonds, all officers, employees and agents of the County are authorized and directed to provide certifications of material facts and estimates as to the reasonable expectations of the County as of the date(s) the Bonds are delivered and on behalf of the County to sign agreements or acknowledge instructions regarding compliance with the requirements of the Code and any related regulations and procedures relating to the Bonds. Section 12. The actions of the County Manager and the Finance Officer of the County in applying to the Local Government Commission of North Carolina to advertise and sell the Bonds are hereby approved, ratified and confirmed. The Local Government Commission of North Carolina is hereby requested to ask for sealed bids for the Bonds by publishing notices and printing and distributing a Preliminary Official Statement and an Official Statement, including any supplement thereto, relating to the sale of the Bonds. The Preliminary Official Statement, proposed to be dated on or about August 11, 2006, substantially in the form presented at this meeting, and an Official Statement, proposed to be dated on or about August 22, 2006, in substantially the form of the Preliminary Official Statement presented at this meeting, with such changes as are necessary to reflect the maturities, redemption provisions, interest rates and other pricing data of the Bonds, is hereby approved and the Chairman or Vice-Chairman of the Board, the County Manager and the Finance Officer, respectively, of the County are each hereby authorized to approve changes in such Preliminary Official Statement or Official Statement, to approve any supplement to such Preliminary Official Statement or Official Statement and to execute such Official Statement and any supplement to such Official Statement for and on behalf of the County. Section 13. There are hereby created, as may be needed, appropriate funds and/or accounts of the County for the receipt and expenditure of the proceeds of the Bonds and appropriate debt service funds and/or accounts of the County for the receipt and disbursement of debt service payments on the Bonds.