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Exchange Commission. If the document included by reference is a final official <br /> statement, it must be available from the Municipal Securities Rulemaking Board. The <br /> City shall clearly identify each such other document so included by reference. <br /> (c) In addition to any of the information expressly required to be provided under this <br /> Disclosure Certificate, the City shall provide such further material information, if any, as may <br /> be necessary to make the specifically required statements,in the light of the circumstances under <br /> which they are made,not misleading. <br /> Section 5. Termination of Reporting Obligation. The City's obligations under this <br /> Disclosure Certificate shall terminate upon the legal defeasance,prior prepayment or payment <br /> in full of all of the Bonds. If such termination occurs prior to the final maturity of the City's <br /> obligations under the Lease Agreement, the City shall promptly file a notice of such occurrence <br /> with the Municipal Securities Rulemaking Board and each State Repository with a copy to the <br /> Trustee. <br /> Section 6. Dissemination Agent. The City may, from time to time, appoint or engage a <br /> Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, <br /> and may discharge any such Dissemination Agent, with or without appointing a successor <br /> Dissemination Agent. The initial Dissemination Agent shall be U.S. Trust Company of <br /> California, N.A.. Any Dissemination Agent may resign by providing thirty days'written notice <br /> 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 <br /> only be made in connection with a change in circumstances that arises from a change in legal <br /> requirements, change in law, or change in the identity,nature, or status of an obligated person <br /> with respect to the Bonds, or type of business conducted; <br /> (b) the undertakings herein, as proposed to be amended or waived, would, in the <br /> opinion of nationally recognized bond counsel,have complied with the requirements of the Rule <br /> at the time of the primary offering of the Bonds, after taking into account any amendments or <br /> interpretations of the Rule,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 <br /> the manner provided in the Indenture for amendments to the Indenture with the consent of <br /> holders,or (ii)does not,in the opinion of nationally recognized bond counsel,materially impair <br /> the interests of the holders or beneficial owners of the Bonds. <br /> If the annual financial information or operating data to be provided in the Annual <br /> Report is amended pursuant to the provisions hereof,the first annual financial information filed <br /> pursuant hereto containing the amended operating data or financial information shall explain, <br /> in narrative form, the reasons for the amendment and the impact of the change in the type of <br /> operating data or financial information being provided. <br /> If an amendment is made to the undertaking specifying the accounting principles to be <br /> followed in preparing financial statements, the annual financial information for the year in <br /> which the change is made shall present a comparison between the financial statements or <br /> information prepared on the basis of the new accounting principles and those prepared on the <br /> basis of the former accounting principles. The comparison shall include a qualitative discussion <br /> of the differences in the accounting principles and the impact of the change in the accounting <br /> -3- <br />