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(d) The Underwriters shall have the right to terminate its obligations under this Purchase
<br />Agreement to purchase, to accept delivery of and to pay for the Bonds by notifying the City of its election
<br />to do so if, after the execution hereof and prior to the Closing Date:
<br />(1) In the reasonable opinion of the Underwriters, the market price of the Bonds has
<br />been materially adversely affected by an amendment to the Constitution of the United States or
<br />by any legislation in or by the Congress of the United States or by the State or by the amendment
<br />of legislation pending as of the date of this Purchase Agreement in the Congress of the United
<br />States, or the recommendation to Congress or endorsement for passage (by press release, other
<br />form or notice or otherwise) of legislation by the President of the United States, the Treasury
<br />Department of the United States, the Internal Revenue Service or the Chairman or ranking
<br />minority member of the Committee on Finance of the United States Senate or the Committee on
<br />Ways and Means of the United States House of Representatives, or the proposal for consideration
<br />of legislation by either such Committee or by any member thereof, or the presentment of
<br />legislation for consideration as an option by either such Committee, or by the staff of the Joint
<br />Committee on Taxation of the Congress of the United States, or the favorable reporting for
<br />passage of legislation to either House of the Congress of the United States by a Committee of
<br />such House to which such legislation has been referred for consideration, or any decision of any
<br />federal or State court or any ruling or regulation (final, temporary or proposed) or official
<br />statement on behalf of the United States Treasury Department, the Internal Revenue Service or
<br />other federal or State authority materially adversely affecting the federal or State tax status of the
<br />City, or notes or obligations of the general character of the Bonds;
<br />(2) The outbreak or declaration of war, institution of a police action, engagement in
<br />military hostilities by the United States, or any escalation of any existing conflict or hostilities in
<br />which the United States is involved, or the occurrences of any other national emergency or
<br />calamity or crisis or any change in financial markets resulting from the foregoing, which, in the
<br />reasonable opinion of the Underwriters, would make it impracticable or inadvisable to proceed
<br />with the offer, sale or delivery of the Bonds on the terms and in the manner contemplated in the
<br />Official Statement;
<br />(3) The declaration of a general banking moratorium by federal, New York or
<br />California authorities, or the general suspension or material limitation of trading on the New York
<br />Stock Exchange, the Nasdaq National Market, in any over - the - counter market or any national
<br />securities exchange which materially adversely affects the market price of the Bonds;
<br />(4) The imposition by the New York Stock Exchange or other national securities
<br />exchange, or any governmental authority, of any material restrictions not now in force with
<br />respect to the Bonds or obligations of the general character of the Bonds or securities generally,
<br />or the material increase of any such restrictions now in force, including those relating to the
<br />extension of credit by, or the charge to the net capital requirements of, the Underwriters which, in
<br />the reasonable opinion of the Underwriters would make it impracticable or inadvisable to proceed
<br />with the offer, sale or delivery of the Bonds on the terms and in the manner contemplated in the
<br />Official Statement;
<br />(5) Legislation is enacted (or any resolution is passed) by or introduced, or pending
<br />legislation is amended in the Congress or recommended for passage by the President of the
<br />United States, or an order, decree or injunction issued by any court of competent jurisdiction, or
<br />an order, ruling, regulation (final, temporary or proposed) is issued or made by or on behalf of the
<br />Securities and Exchange Commission, or any other governmental agency having jurisdiction of
<br />the subject matter, to the effect that securities of the general character of the Bonds, or the Bonds,
<br />including any or all underlying arrangements, are not exempt from registration under the
<br />Securities Act of 1933, as amended, or that the Indenture is not exempt from qualification under
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