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The initial Dissemination Agent shall be U.S. Trust Company of California, N.A.. Any Dissemination <br /> Agent may resign by providing thirty days' written notice to the City and the Trustee. <br /> Section 7. Amendment; Waiver. Notwithstanding any other provision of this Disclosure <br /> Certificate, the City may amend this Disclosure Certificate, and any provision of this Disclosure <br /> Certificate may be waived,provided that the following conditions are satisfied: <br /> (a) if the amendment or waiver relates to the provisions of Sections 3(a) or 4, it may only be <br /> made in connection with a change in circumstances that arises from a change in legal requirements, <br /> change in law, or change in the identity, nature, or status of an obligated person with respect to the <br /> Bonds,or type of business conducted; <br /> (b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of <br /> nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the <br /> primary offering of the Bonds, after taking into account any amendments or interpretations of the Rule, <br /> as well as any change in circumstances;and <br /> (c) the proposed amendment or waiver either (i) is approved by holders of the Bonds in the <br /> manner provided in the Indenture for amendments to the Indenture with the consent of holders, or (ii) <br /> does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the <br /> holders or beneficial owners of the Bonds. <br /> If the annual financial information or operating data to be provided in the Annual Report is <br /> amended pursuant to the provisions hereof, the first annual financial information filed pursuant hereto <br /> containing the amended operating data or financial information shall explain, in narrative form, the <br /> reasons for the amendment and the impact of the change in the type of operating data or financial <br /> information being provided. <br /> If an amendment is made to the undertaking specifying the accounting principles to be followed <br /> in preparing financial statements, the annual financial information for the year in which the change is <br /> made shall present a comparison between the financial statements or information prepared on the basis <br /> of the new accounting principles and those prepared on the basis of the former accounting principles. <br /> The comparison shall include a qualitative discussion of the differences in the accounting principles and <br /> the impact of the change in the accounting principles on the presentation of the financial information,in <br /> order to provide information to investors to enable them to evaluate the ability of the City to meet its <br /> obligations. To the extent reasonably feasible, the comparison shall be quantitative. A notice of the <br /> change in the accounting principles shall be sent to the Municipal Securities Rulemaking Board and <br /> each State Repository with a copy to the Trustee. <br /> Section 8. Additional Information. Nothing in this Disclosure Certificate shall be deemed to <br /> prevent the City from disseminating any other information, using the means of dissemination set forth <br /> in this Disclosure Certificate or any other means of communication, or including any other information <br /> in any Annual Report or notice of occurrence of a Listed Event,in addition to that which is required by <br /> this Disclosure Certificate. If the City chooses to include any information in any Annual Report or notice <br /> of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure <br /> Certificate,the City shall have no obligation under this Disclosure Certificate to update such information <br /> or include it in any future Annual Report or notice of occurrence of a Listed Event. <br /> Section 9. Default. In the event off a failure of the City to comply with any provision of this <br /> Disclosure Certificate the Trustee, at the written direction of any Participating Underwriter or the <br /> holders of at least 25% aggregate principal amount of Outstanding Bonds, shall,but only to the extent <br /> moneys or other indemnity, satisfactory to the Trustee, has been furnished to the Trustee to hold it <br /> harmless from any loss, costs, liability or expense, including fees and expenses of its attorneys and any <br /> additional fees of the Trustee, or any holder or beneficial owner of the Bonds may, take such actions as <br /> may be necessary and appropriate, including seeking mandate or specific performance by court order, <br /> to cause the City to comply with its obligations under this Disclosure Certificate. A default under this <br /> Disclosure Certificate shall not be deemed an Event of Default under the Trust Agreement,and the sole <br /> Appendix F <br /> Page 3 <br />