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a national emergency or the President of the United States of America shall have
<br />committed the armed forces of the United States of America to combat so as to
<br />adversely affect the financial markets in the United States of America, (b) any other
<br />calamity or crisis in the financial markets of the United States or elsewhere, (c) the
<br />sovereign debt rating of the United States is downgraded by any major credit rating
<br />agency or a payment default occurs on United States Treasury obligations, or (d) a
<br />default with respect to the debt obligations of, or the institution of proceedings under
<br />any federal bankruptcy laws by or against, any state of the United States or any city,
<br />county, or other political subdivision located in the United States having a population
<br />of over 500,000; or
<br />(3) there shall have occurred a general suspension of trading on the New
<br />York Stock Exchange or other major exchange, or minimum or maximum prices for
<br />trading shall have been fixed and be in force, or maximum ranges for prices for
<br />securities shall have been required and be in force on any such exchange, whether by
<br />virtue of determination by that exchange or by order of the Securities and Exchange
<br />Commission or any other Governmental Authority having jurisdiction, or a general
<br />banking moratorium shall have been declared by Federal, California, or New York
<br />authorities having jurisdiction and being in force; or
<br />(4) there shall have occurred an adverse change in the financial position,
<br />results of operations, or financial condition of the City that, in the reasonable opinion
<br />of the Underwriter (after consultation with, and receipt of advice from, the City),
<br />materially adversely affects the market for the Bonds; or
<br />(5) any legislation, ordinance, rule, or regulation shall be introduced in,
<br />or be enacted by, any governmental body, department, or agency of the State, or a
<br />decision by any court of competent jurisdiction within the State or any court of the
<br />United States shall be rendered that, in the reasonable opinion of the Underwriter,
<br />materially adversely affects the market price of the Bonds; or
<br />(6) legislation shall be enacted by the Congress of the United States, or a
<br />decision by a court of the United States shall be rendered, or a stop order, ruling,
<br />regulation, or official statement by, or on behalf of, the Securities and Exchange
<br />Commission or any other governmental agency having jurisdiction of the subject
<br />matter shall be issued or made to the effect that the issuance, offering, or sale of
<br />obligations of the general character of the Bonds, or the issuance, offering, or sale of
<br />the Bonds, including all underlying obligations, as contemplated hereby or by the
<br />Official Statement, is in violation or would be in violation of, or that obligations of
<br />the general character of the Bonds, or the Bonds, are not exempt from registration
<br />under, any provision of the federal securities laws, including the Securities Act of
<br />1933, as amended and as then in effect, or that the Indenture needs to be qualified
<br />under the Trust Indenture Act of 1939, as amended and as then in effect; or
<br />(7) additional material restrictions not in force as of the date hereof shall
<br />have been imposed upon trading in securities generally by any governmental
<br />authority or by any national securities exchange, which restrictions materially
<br />adversely affect the ability of Underwriter to trade obligations of the general
<br />character of the Bonds; or
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