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practicable under the circumstances) only after consultation with the City's financial advisor, by
<br />reason of any of the following;
<br />(1) legislation introduced in or enacted (or resolution passed) by the Congress
<br />of the United States of America or recommended to the Congress by the President of the United
<br />States, the Department of the Treasury, the Internal Revenue Service, or any member of
<br />Congress, or favorably reported for passage to either House of Congress by any committee of
<br />such House to which such legislation had been referred for consideration or a decision rendered
<br />by a court established under Article III of the Constitution of the United States of America or by
<br />the Tax Court of the United States of America, or an order, ruling, regulation (final, temporary or
<br />proposed), press release or other form of notice issued or made by or on behalf of the Treasury
<br />Department or the Internal Revenue Service of the United States of America, with the purpose or
<br />effect, directly or indirectly, of imposing federal income taxation upon the interest that would be
<br />received by the owners of the Bonds beyond the extent to which such interest is subject to
<br />taxation as of the date hereof;
<br />(2) legislation introduced in or enacted (or resolution passed) by the Congress
<br />of the United States of America, or an order, decree or injunction issued by any court of
<br />competent jurisdiction, or an order, ruling, regulation (final, temporary or proposed), press
<br />release or other form of notice issued or made by or on behalf of the Securities and Exchange
<br />Commission, or any other governmental agency having jurisdiction of the subject matter, to the
<br />effect that obligations of the general character of the Bonds, or the Bonds, including any or all
<br />underlying arrangements, are not exempt from registration under or other requirements of the
<br />Securities Act of 1933, as amended, or that the Fiscal Agent Agreement is not exempt from
<br />qualification under or other requirements of the Trust Indenture Act of 1939, as amended, or that
<br />the issuance, offering or sale of obligations of the general character of the Bonds, or of the
<br />Bonds, including any or all underlying arrangements, as contemplated hereby or by the Official
<br />Statement or otherwise is or would be in violation of the federal securities laws, rides or
<br />regulations as amended and then in effect;
<br />(3) any amendment to the federal or California Constitution or action by any
<br />federal or California court, legislative body, regulatory body or other authority materially
<br />adversely affecting the tax status of the City, its property, income, securities (or interest thereon),
<br />the validity or enforceability of the Assessments;
<br />(4) any event occurring, or information becoming known, which, in the
<br />judgment of the Underwriter, makes untrue in any material respect any statement or information
<br />contained in the Preliminary Official Statement or the Official Statement, or results in the
<br />Preliminary Official Statement or the Official Statement containing any untrue statement of a
<br />material fact or omitting to state a material fact required to be stated therein or necessary to make
<br />the statements therein, in light of the circumstances under which they were made, not
<br />misleading•,
<br />(5) the declaration of war or the escalation of, or engagement in, military
<br />hostilities by the United States or the occurrence of any other national or international emergency
<br />or calamity relating to the effective operation of the government of, or the financial cotmnunity
<br />in, the United States which, in the judgment of the Underwriter, makes it impracticable or
<br />55B -127
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