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Section 7. Dissemination Agent. The Issuer 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 Agent, with or without appointing a successor Dissemination <br />Agent. The initial Dissemination Agent shall be the Trustee. <br />Section 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure <br />Certificate, the Issuer may amend this Disclosure Certificate, and any provision of this <br />Disclosure 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), 4 or <br />5(a), it may only be made in connection with a change in circumstances that arises from <br />a change in legal requirements, change in law, or change in the identity, nature, or status <br />of an obligated person with respect to the Bonds, or type of business conducted; <br />(b) the undertakings herein, as proposed to be amended or waived, would, in <br />the opinion of nationally recognized bond counsel, have complied with the requirements <br />of the Rule at the time of the primary offering of the Bonds, after taking into account any <br />amendments or 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 <br />the Bonds in the manner provided in the Indenture for amendments to the Indenture with <br />the consent of holders, or (ii) does not, in the opinion of the Trustee or nationally <br />recognized bond counsel, materially impair the interests of the holders or beneficial <br />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 />principles on the presentation of the financial information, in order to provide information to <br />investors to enable them to evaluate the ability of the Issuer to meet its obligations. To the <br />extent reasonably feasible, the comparison shall be quantitative. A notice of the change in the <br />accounting principles shall be sent to the Repositories in the same manner as for a Listed Event <br />under Section 5(c). <br />F-4 <br />