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exemption or clearance of the offering of the Bonds as described herein, or <br />issued a stop order or similar ruling relating thereto; or <br />(7) any amendment to the federal or state Constitution or <br />action by any federal or state court, legislative body, regulatory body, or <br />other authority materially adversely affecting the tax status of the City, its <br />property, income, securities (or interest thereon), or the validity or <br />enforceability of the Assessments to pay principal of and interest on the <br />Bonds; or <br />(ii) the New York Stock Exchange or other national securities exchange <br />or any governmental authority shall impose, as to the Bonds or as to obligations of <br />the general character of the Bonds, any material restrictions not now in force, or <br />increase materially those now in force, with respect to the extension of credit by, <br />or the charge to the net capital requirements of, the Underwriter; or <br />(iii) any event occurring, or information becoming known which, in the <br />reasonable judgment of the Underwriter, makes untrue in any material respect any <br />statement or information contained in the Limited Offering Memorandum, or has <br />the effect that the Limited Offering Memorandum contains any untrue statement of <br />material fact or omits to state a material fact required to be stated therein or <br />necessary to make the statements therein, in the light of the circumstances under <br />which they were made, not misleading, which change shall occur subsequent to the <br />date of this Agreement and shall not be due to the malfeasance, misfeasance or <br />nonfeasance of the Underwriter; or <br />(iv) any fact or event shall exist or have existed that, in the <br />Underwriter's reasonable judgment, requires or has required an amendment of or <br />supplement to Limited Offering Memorandum; or <br />(v) a general banking moratorium shall have been declared by federal <br />or State authorities having jurisdiction and be in force; or <br />(vi) a material disruption in securities settlement, payment or clearance <br />services shall have occurred; or <br />(vii) a decision by a court of the United States shall be rendered, or a <br />stop order, release, regulation or no -action letter by or on behalf of the SEC or any <br />other governmental agency having jurisdiction of the subject matter shall have <br />been issued or made, to the effect that the issuance, offering or sale of the Bonds, <br />including the underlying obligations as contemplated by this Agreement or by the <br />Limited Offering Memorandum, or any document relating to the issuance, offering <br />or sale of the Bonds, is or would be in violation of any provision of the federal <br />securities laws on the Closing Date, including the Securities Act, the Securities <br />Exchange Act of 1934 (the "Securities Exchange Act") and the Trust Indenture <br />Act; or <br />17 <br />4158-2138-4984.4 <br />