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with respect to Federal or State taxation upon revenues or other income or
<br />payments of the general character to be derived by the City or upon interest
<br />received on obligations of the general character of the Bonds, which, in the
<br />reasonable opinion of the Underwriter (after consultation with, and receipt of
<br />advice from, the City), materially adversely affects the market for the Bonds; or
<br />(ii) the United States shall have become engaged in hostilities that
<br />have resulted in a declaration of war or a national emergency or the President of
<br />the United States of America shall have committed the armed forces of the United
<br />States of America to combat so as to adversely affect the financial markets in the
<br />United States of America and that, in the reasonable opinion of the Underwriter
<br />(after consultation with, and receipt of advice from, the City), materially
<br />adversely affects the market for the Bonds; or
<br />(iii) there shall have occurred a general suspension of trading on the
<br />New York Stock Exchange, or a general banking moratorium shall have been
<br />declared by Federal, California, or New York authorities having jurisdiction and
<br />being in force; or
<br />(iv) there shall have occurred an adverse change in the financial
<br />position, results of operations, or financial condition of the City that, in the
<br />reasonable opinion of the Underwriter (after consultation with, and receipt of
<br />advice from, the City), materially adversely affects the market for the Bonds; or
<br />(v) any legislation, ordinance, rule, or regulation shall be introduced
<br />in, or be enacted by, any governmental body, department, or agency of the State,
<br />or a decision by any court of competent jurisdiction within the State or any court
<br />of the United States shall be rendered that, in the reasonable opinion of the
<br />Underwriter, materially adversely affects the market price of the Bonds; or
<br />(vi) legislation shall be enacted by the Congress of the United States, or
<br />a 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
<br />of the Bonds, including all underlying obligations, as contemplated hereby or by
<br />the Official Statement, is in violation or would be in violation of or that
<br />obligations of the general character of the Bonds, or the Bonds, are not exempt
<br />from registration under, any provision of the federal securities laws, including the
<br />Securities Act of 1933, as amended and as then in effect, or that the Indenture
<br />needs to be qualified under the Trust Indenture Act of 1939, as amended and as
<br />then in effect; or
<br />(vii) additional material restrictions not in force as of the date hereof
<br />shall have been imposed upon trading in securities generally by any governmental
<br />46331186.2
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