Exhibit B -- Undertaking for Continuing Disclosure

The Town undertakes, for the benefit of the beneficial owners of the Bonds, to provide the following:

(a)        by not later than seven months from the end of each of the Town’s fiscal years, to each nationally recognized municipal securities information repository (“NRMSIR”), and the state information depository for the State of North Carolina ("SID”), if any, audited Town financial statements for such fiscal year, if available, prepared in accordance with Section 159-34 of the General Statutes of North Carolina, as it may be amended from time to time, or any successor statute, or, if such audited financial statements are not available by seven months from the end of any fiscal year, unaudited Town financial statements for such fiscal year, to be replaced subsequently by audited Town financial statements to be delivered within 15 days after such audited financial statements become available for distribution;

 (b)       by not later than seven months from the end of each of the Town’s fiscal years, to each NRMSIR, and to the SID, if any, (i) the financial and statistical data as of a date not earlier than the end of the preceding fiscal year (which data will be prepared at least annually, will specify the date as to which such information was prepared and will be delivered with any subsequent material events notices specified in subparagraph (c) below) for the type of information included under heading "The Town - Debt Information” and “- Tax Information” in the final Official Statement (excluding any information on overlapping or underlying units), and (ii) the combined budget of the Town for the current fiscal year, to the extent such items are not included in the audited financial statements referred to in (a) above;

 (c)       in a timely manner, to each NRMSIR or to the Municipal Securities Rulemaking Board ("MSRB"), and to the SID, if any, notice of any of the following events with respect to the Bonds, if material:

 (1)       principal and interest payment delinquencies;

 (2)       non-payment related defaults;

 (3)       unscheduled draws on debt service reserves reflecting financial difficulties;

(4)        unscheduled draws on any credit enhancements reflecting financial difficulties;

 (5)       substitution of credit or liquidity providers, or their failure to perform;

 (6)       adverse tax opinions or events affecting the tax-exempt status of the Bonds;

 (7)       modifications to rights of the beneficial owners of the Bonds;

 (8)       Bond calls;

 (9)       defeasances;

 (10)     release, substitution or sale of any property securing repayment of the Bonds; and

 (11)     rating changes; and

 (d)      in a timely manner, to each NRMSIR or to the MSRB, and to the SID, if any, notice of a failure of the Town to provide required annual financial information described in (a) or (b) above on or before the date specified.

If the Town fails to comply with the undertaking described above, any beneficial owner of the Bonds may take action to protect and enforce the rights of all beneficial owners with respect to such undertaking, including an action for specific performance; provided, however, that failure to comply with such undertaking will not be an event of default and will not result in any acceleration of payment of the Bonds. All actions will be instituted, had and maintained in the manner provided in this paragraph for the benefit of all beneficial owners of the Bonds.

The Town, 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://www.disclosureusa.org, unless the SEC has withdrawn the interpretive advice in its letter to the MAC dated September 7, 2004.

The Town reserves the right to modify from time to time the information to be provided to the extent necessary or appropriate in the Town’s judgment, 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 Town;

 (b)       the information to be provided, as modified, would have complied with the requirements of Rule 15c2-12 as of the date of the final Official Statement, after taking into account any amendments or interpretations of Rule 15c2-12, as well as any changes in circumstances; and

(c)        any such modification does not materially impair the interests of the beneficial owners, as determined either by parties unaffiliated with the Town or by the approving vote of the registered owners of a majority in principal amount of the Bonds pursuant to the terms of the bond resolution, 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.