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<br />D-5 <br />fiscal agent, or similar officer for the Successor Agency in a proceeding under the United States <br />Bankruptcy Code or in any other proceeding under state or federal law in which a court or <br />governmental authority has assumed jurisdiction over substantially all of the assets or business <br />of the Successor Agency, or if such jurisdiction has been assumed by leaving the existing <br />governing body and officials or officers in possession but subject to the supervision and orders <br />of a court or governmental authority, or the entry of an order confirming a plan of reorganization, <br />arrangement, or liquidation by a court or governmental authority having supervision or <br />jurisdiction over substantially all of the assets or business of the Successor Agency. <br /> <br />Section 6. Identifying Information for Filings with the MSRB. All documents provided to <br />the MSRB under the Disclosure Certificate shall be accompanied by identifying information as <br />prescribed by the MSRB. <br /> <br />Section 7. Termination of Reporting Obligation. The Successor Agency’s obligations <br />under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or <br />payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the <br />Bonds, the Successor Agency shall give notice of such termination in the same manner as for a <br />Listed Event under Section 5(c). <br /> <br />Section 8. Dissemination Agent. The Successor Agency may, from time to time, appoint <br />or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure <br />Certificate, and may discharge any Dissemination Agent, with or without appointing a successor <br />Dissemination Agent. The initial Dissemination Agent shall be _________. Any Dissemination <br />Agent may resign by providing 30 days’ written notice to the Successor Agency. <br /> <br />Section 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure <br />Certificate, the Successor Agency may amend this Disclosure Certificate, and any provision of <br />this Disclosure Certificate may be waived, provided that the following conditions are satisfied: <br /> <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 <br />status of an obligated person with respect to the Bonds, or type of business conducted; <br /> <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 /> <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 nationally recognized bond <br />counsel, materially impair the interests of the holders or beneficial owners of the Bonds. <br /> <br />If the annual financial information or operating data to be provided in the Annual Report <br />is amended pursuant to the provisions hereof, the first Annual Report filed pursuant hereto <br />containing the amended operating data or financial information shall explain, in narrative form, <br />the reasons for the amendment and the impact of the change in the type of operating data or <br />financial information being provided. <br />