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<br />4821-4853-6027v3/200434-0005
<br />(iv) any legislation, ordinance, rule or regulation shall be introduced in, or be
<br />enacted by any governmental body, department or agency of the State, or a decision by any court of
<br />competent jurisdiction within the State shall be rendered which materially adversely affects the
<br />market price of the Bonds; or
<br />(v) the marketability of the Bonds or the market price thereof, in the reasonable
<br />opinion of the Underwriter, has been materially adversely affected by an amendment to the
<br />Constitution of the United States of America or by any legislation in or by the Congress of the United
<br />States of America or by the State, or the amendment of legislation pending as of the date of this
<br />Purchase Agreement in the Congress of the United States of America, or the recommendation to
<br />Congress or endorsement for passage (by press release, other form of notice or otherwise) of
<br />legislation by the President of the United States of America, the Treasury Department of the United
<br />States of America, the Internal Revenue Service or the Chairman or ranking minority member of the
<br />Committee on Finance of the United States Senate or the Committee on Ways and Means of the
<br />United States House of Representatives, or the proposal for consideration of legislation by either
<br />such Committee or by any member thereof, or the presentment of legislation for consideration as an
<br />option by either such Committee, or by the staff of the Joint Committee on Taxation of the Congress
<br />of the United States of America, or the favorable reporting for passage of legislation to either House
<br />of the Congress of the United States of America by a Committee of such House to which such
<br />legislation has been referred for consideration; or
<br />(vi) an order, decree or injunction shall have been issued by any court of
<br />competent jurisdiction, or order, ruling, regulation (final, temporary or proposed), official statement
<br />or other form of notice or communication issued or made by or on behalf of the Securities and
<br />Exchange Commission, or any other governmental agency having jurisdiction of the subject matter,
<br />to the effect that: (i) obligations of the general character of the Bonds, or the Bonds, including any or
<br />all underlying arrangements, are not exempt from registration under the Securities Act of 1933, as
<br />amended, or that the Trust Agreement is not exempt from qualification under the Trust Indenture Act
<br />of 1939; or (ii) the issuance, offering or sale of obligations of the general character of the Bonds, or
<br />the issuance, offering or sale of the Bonds, including any or all underlying obligations, as
<br />contemplated hereby or by the Preliminary Official Statement and the Official Statement, is or would
<br />be in violation of the federal securities laws as amended and then in effect; or
<br />(vii) legislation shall be introduced, by amendment or otherwise, or be enacted by
<br />the House of Representatives or the Senate of the Congress of the United States of America, or a
<br />decision by a court of the United States of America shall be rendered, or a stop order, ruling,
<br />regulation or official statement by or on behalf of the Securities and Exchange Commission or other
<br />governmental agency having jurisdiction of the subject matter shall be made or proposed, to the
<br />effect that the issuance, offering or sale of obligations of the general character of the Bonds, as
<br />contemplated hereby or by the Preliminary Official Statement and the Official Statement, is or would
<br />be in violation of any provision of the Securities Act of 1933, as amended and as then in effect, or the
<br />Securities Exchange Act of 1934, as amended and as then in effect, or the Trust Indenture Act of
<br />1939, as amended and as then in effect, or with the purpose or effect of otherwise prohibiting the
<br />issuance, offering or sale of the Bonds or obligations of the general character of the Bonds, as
<br />contemplated hereby or by the Preliminary Official Statement and the Official Statement; or
<br />(viii) additional material restrictions not in force as of the date hereof shall have
<br />been imposed upon trading in securities generally by any governmental authority or by any national
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