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(b) the undertakings herein, as proposed to be amended or waived, <br /> would, in the opinion of nationally recognized bond counsel, have <br /> complied with the requirements of the Rule at the time of the <br /> primary offering of the Bonds, after taking into account any <br /> amendments or interpretations of the Rule, as well as any change in <br /> circumstances; and <br /> (c) the proposed amendment or waiver either (i) is approved by holders <br /> of the Bonds in the manner provided in the Indenture for <br /> amendments to the Indenture with the consent of holders, or (ii) <br /> does not, in the opinion of the Trustee or nationally recognized bond <br /> 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 under the provisions hereof, the first annual financial information filed <br /> hereunder 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 <br /> type of operating data or financial information being provided . <br /> If an amendment is made to the undertaking specifying the accounting principles <br /> to be followed in preparing financial statements, the annual financial information for the <br /> year in which the change is made shall present a comparison between the financial <br /> statements or information prepared on the basis of the new accounting principles and <br /> those prepared on the basis of the former accounting principles. The comparison shall <br /> include a qualitative discussion of the differences in the accounting principles and the <br /> impact of the change in the accounting principles on the presentation of the financial <br /> information , in order to provide information to investors to enable them to evaluate the <br /> ability of the City to meet its obligations. To the extent reasonably feasible, the <br /> comparison shall be quantitative. A notice of the change in the accounting principles <br /> shall be filed with the MSRB. <br /> Section 8. Additional Information. Nothing herein prevents the City from <br /> disseminating any other information , using the means of dissemination set forth in this <br /> Disclosure Certificate or any other means of communication , or including any other <br /> information in any Annual Report, in addition to that which is required by this Disclosure <br /> Certificate. If the City chooses to include any information in any Annual Report in <br /> addition to that which is specifically required by this Disclosure Certificate, the City shall <br /> have no obligation under this Disclosure Certificate to update such information or include <br /> it in any future Annual Report. <br /> Section 9. Default. If the City fails to comply with any provision of this <br /> Disclosure Certificate any holder or beneficial owner of the Bonds may take such actions <br /> as may be necessary and appropriate, including seeking mandate or specific <br /> performance by court order, to cause the City to comply with its obligations under this <br /> Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed <br /> an Event of Default under the Financing Agreement or the Indenture, and the sole <br /> remedy under this Disclosure Certificate if the City fails to comply with this Disclosure <br /> Certificate shall be an action to compel performance. <br /> -4- <br />