Type of Annual Financial Information Undertaken to be Provided . The annual financial information that the University undertakes to provide will consist of (a) annual financial statements prepared (except as noted in the financial statements) in accordance with applicable generally accepted accounting principles promulgated by the Government Accounting Standards Board (“GASB”), as such principles may be changed from time to time; and (b) the tables entitled “Statement of Revenue, Expenses and Changes in Net Position,” “Parity Bond Debt Service for the Years 2011 to 2015,” “Annual Average Enrollment,” and “Enrollment Statistics” will be provided to the MSRB not later than the last day of the ninth month after the end of each fiscal year of the University (currently, a fiscal year ending June 30), as such fiscal year may be changed as required or permitted by State law, commencing with the University’s fiscal year ending June 30, 2016. Such annual financial information may be provided in a single or multiple documents, and may be incorporated by specific reference to documents available to the public on the internet website of the MSRB or filed with the SEC. If not submitted as part of the annual financial information described above, the University will provide or cause to be provided to the MSRB audited financial statements, when and if available. Amendment of Undertaking . The Undertaking is subject to amendment after the primary offering of the Series 2018 Bonds without the consent of any holder of any Series 2018 Bond, or of any broker, dealer, municipal securities dealer, participating underwriter, rating agency or the MSRB, under the circumstances and in the manner permitted by Rule 15c2-12. The University will give notice to the MSRB of the substance (or provide a copy) of any amendment to the Undertaking and a brief statement of the reasons for the amendment. If the amendment changes the type of annual financial information to be provided, the annual financial information containing the amended financial information will include a narrative explanation of the effect of that change on the type of information to be provided. Termination of Undertaking . The University’s obligations under the Undertaking shall terminate upon the legal defeasance of all of the Series 2018 Bonds. In addition, the University’s obligations under the Undertaking shall terminate if those provisions of Rule 15c2-12 which require the University to comply with the Undertaking become legally inapplicable in respect of the Series 2018 Bonds for any reason, as confirmed by an opinion of nationally recognized bond counsel or other counsel familiar with federal securities laws delivered to the University, and the University provides timely notice of such termination to the MSRB. Remedy for Failure to Comply with Undertaking . If the University or any other obligated person fails to comply with the Undertaking, the University will proceed with due diligence to cause such noncompliance to be corrected as soon as practicable after the University learns of that failure. No failure by the University or other obligated person to comply with the Undertaking will constitute a default in respect of the Series 2018 Bonds. The sole remedy of any holder of a Series 2018 Bond will be to take such actions as that holder deems necessary, including seeking an order of specific performance from an appropriate court, to compel the University or other obligated person to comply with the Undertaking. Continuing Disclosure Undertakings of the University. The University has entered into prior undertakings under Rule 15c2-12 with respect to Outstanding Parity Bonds. In 2014, the University untimely filed an event notice with respect to the January 17, 2013 rating downgrade of Assured Guaranty Municipal Corp. (formerly known as Financial Security Assurance Inc.), the bond insurer of the Series 2008 Bonds. The University failed to [(i) timely file its annual financial information for fiscal year 2012 and failed to (ii)] timely link its annual financial information for fiscal year 2013 to the CUSIP numbers associated with the System Revenue Bonds, Series 2004 and the Series 2008 Bonds. The University has subsequently filed an event notice. Except as may be described above, the University believes that in the past five years it has complied in all material respects with its prior undertakings. OTHER BOND INFORMATION Rating Moody’s Investors Service (“Moody’s) has assigned a rating of _____ to the Series 2018 Bonds. Such rating reflects only the view of the rating agency. There is no assurance that the rating will continue for any given period of time or that it will not be revised downward or withdrawn entirely by Moody’s if, in the judgment of the agency, circumstances so warrant. An explanation of the significance of the rating may be obtained from Moody’s, 7 World Trade Center, 250 Greenwich Street, New York, New York 10007, (212) 553-0300. Any such downward revision or withdrawal of the rating may have an adverse effect on the market price and liquidity of the Series 2018 Bonds.
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