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of the Board of County Commissioners of the Issuer (the "Clerk") as <br />its Dissemination Agent and has delegated to the Clerk the duties, <br />functions and responsibilities of the Issuer undertaken by the <br />Issuer in this Disclosure Certificate. The Issuer may, from time <br />to time, appoint or engage an alternate or substitute Dissemination <br />Agent to assist it in carrying out its obligations under this <br />Disclosure Certificate, and may discharge any such Agent, with or <br />without appointing a successor alternate or substitute <br />Dissemination Agent. The Dissemination Agent other than the Clerk <br />shall not be responsible in any manner for the content of any <br />notice or report prepared by the Issuer pursuant to this Disclosure <br />Certificate. <br />SECTION S. Amendment; Waiver. Notwithstanding any other <br />provision of this Disclosure Certificate, the Issuer may amend this <br />Disclosure Certificate, and any provision of this Disclosure <br />Certificate may be waived, provided that the following conditions <br />are satisfied: <br />(a) If the amendment or waiver relates to the provisions <br />of Sections 3(a), 4, or 5(a), it may only be made in connec- <br />tion with a change in circumstances that arises from a change <br />in legal requirements, change in law, or change in the <br />identity, nature or status of an obligated person with respect <br />to the Bonds, or the type of business conducted; <br />(b) The undertaking, as amended or taking into account <br />such waiver, would, in the opinion of nationally recognized <br />bond counsel, have complied with the requirements of the Rule <br />at the time of the original issuance of the Bonds, after <br />taking into account any amendments or interpretations of the <br />Rule, as well as any change in circumstances; and <br />(c) The amendment or waiver either (i) is approved by <br />the Holders of the Bonds in the same manner as provided in the <br />Resolution for amendments to the Resolution with the consent <br />of Holders, or (ii) does not, in the opinion of nationally <br />recognized bond counsel, materially impair the interests of <br />the Holders or Beneficial Owners of the Bonds. <br />In the event of any amendment or waiver of a provision of this <br />Disclosure Certificate, the Issuer shall describe such amendment in <br />the next Annual Report, and shall include, as applicable, a <br />narrative explanation of the reason for the amendment or waiver and <br />its impact on the type (or in the case of a change of accounting <br />principles, on the presentation) of financial information or <br />operating data being presented by the Issuer. In addition, if the <br />amendment relates to the accounting principles to be followed in <br />preparing financial statements, (i) notice of such change shall be <br />given in the same manner as for a Listed Event under Section 5(f), <br />and (ii) the Annual Report for the year in which the change is made <br />should present a comparison (in narrative form and also, if <br />