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hands of the holders thereof, and which in either case, makes it, in the <br />reasonable judgment of the Underwriter, impracticable or inadvisable to <br />proceed with the offer, sale, or delivery of the Bonds on the terms and in <br />the manner described in the Limited Offering Memorandum; or <br />(2) legislation shall be enacted by the Congress of the United <br />States, or a decision by a court of the United States shall be rendered, or a <br />stop order, ruling, regulation or official statement by, or on behalf of, the <br />Securities and Exchange Commission or any other governmental agency <br />having jurisdiction of the subject matter shall be issued or made to the <br />effect that the issuance, offering or sale of obligations of the general <br />character of the Bonds, or the issuance, offering or sale of the Bonds, <br />including all underlying obligations, as described herein or by the Limited <br />Offering Memorandum, 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 <br />exempt from registration under, any provision of the federal securities <br />laws, including the Securities Act of 1933, as amended and as then in <br />effect (the "Securities Act"), or that the Indenture need to be qualified <br />under the Trust Indenture Act of 1939, as amended and as then in effect <br />(the "Trust Indenture Act"); or <br />(3) a general suspension of trading in securities on the New <br />York Stock Exchange, the establishment of minimum prices on such <br />exchange, the establishment of material restrictions (not in force as of the <br />date hereof) upon trading securities generally by any governmental <br />authority or any national securities exchange, a general banking <br />moratorium declared by federal, State of New York, or State officials <br />authorized to do so; or <br />(4) there shall have occurred any outbreak of hostilities <br />(including, without limitation, an act of terrorism) or other national or <br />international calamity or crisis, including, but not limited to, an escalation <br />of hostilities that existed prior to the date hereof, and the effect of any <br />such event on the financial markets of the United States shall be such as <br />would make it impracticable, in the reasonable judgment of the <br />Underwriter, for it to sell the Bonds on the terms and in the manner <br />contemplated by the Limited Offering Memorandum; or <br />(5) there shall have occurred since the date of this Agreement <br />any materially adverse change in the affairs or financial condition of the <br />City, except as disclosed in or contemplated by the Limited Offering <br />Memorandum; or <br />(6) any state blue sky or securities commission or other <br />governmental agency or body in any state in which more than 10% of the <br />Bonds have been offered and sold shall have withheld registration, <br />16 <br />4158-2138-4984.4 <br />