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(g) the United States has become engaged in hostilities which have resulted in a <br />declaration of war or a national emergency or there has occurred any other outbreak <br />of hostilities or a national or international calamity or crisis, or there has occurred <br />any escalation of existing hostilities, calamity or crisis, financial or otherwise, the <br />effect of which on the financial markets of the United States being such as, in the <br />reasonable opinion of the Underwriter, would affect materially and adversely the <br />ability of the Underwriter to market the Bonds or enforce contracts for sale of the <br />Bonds; or <br />(h) any rating of the Bonds shall have been downgraded, suspended or withdrawn by a <br />national rating service, which, in the Underwriter's reasonable opinion, materially <br />adversely affects the marketability or market price of the Bonds; or <br />(i) the commencement of any action, suit or proceeding described in Section 6(1) hereof <br />which, in the judgment of the Underwriter, materially adversely affects the market <br />price of the Bonds; or <br />(j) there shall be in force a general suspension of trading on the New York Stock <br />Exchange, or minimum or maximum prices for trading shall have been fixed and be <br />in force, or maximum ranges for prices for securities shall have been required and be <br />in force on the New York Stock Exchange, whether by virtue of determination by <br />that Exchange or by order of the Securities and Exchange Commission of the United <br />States or any other governmental authority having jurisdiction; or <br />(k) there shall have been any materially adverse change in the affairs of the Agency <br />which in the Underwriter's reasonable judgment materially adversely affects the <br />market for the Bonds. <br />10. Expenses. The Underwriter shall be under no obligation to pay and the Agency shall <br />pay or cause to be paid the expenses incident to the performance of the obligations of the Agency <br />hereunder including but not limited to (a) the costs of the preparation and printing, or other <br />reproduction (for distribution on or prior to the date hereof) of the Agency Documents and the <br />cost of preparing, printing, issuing and delivering the definitive Bonds, (b) the fees and <br />disbursements of any counsel, financial advisors, accountants or other experts or consultants <br />retained by the Agency; (c) the fees and disbursements of Bond Counsel and Disclosure Counsel; <br />(d) the cost of printing the Preliminary Official Statement and any supplements and amendments <br />thereto and the cost of printing the Official Statement, including the requisite number of copies <br />thereof for distribution by the Underwriter; (e) charges of rating agencies for the rating of the <br />Bonds, if any; and (f) the fees and disbursements of the Trustee, including but not limited to, fee <br />and disbursements of its counsel, travel and other expenses. <br />The Underwriter shall pay all expenses incurred by it in connection with the public <br />offering and distribution of the Bonds, travel, and miscellaneous fees of the California Debt and <br />Investment Advisory Commission, the fees of Underwriter's counsel and the CUSIP Service <br />Bureau charge for the assignment of CUSIP numbers to the Bonds. Such amounts will be billed <br />separately by the Underwriter and will be payable from the proceeds of the Bonds. <br />11. Notices. Any notice or other communication to be given to the Agency under this <br />Purchase Contract may be given by delivering the same in writing to such entity at the address set <br />-12- <br />