Common use of Excused Clause in Contracts

Excused. The Underwriter may terminate this Purchase Contract, without any liability therefor, by notification to the District if as of the Closing Date any of the following shall have had a material adverse effect on the marketability or market price of the Bonds, [or the ability of the Underwriter to enforce contracts for the resale of the Bonds], in the reasonable opinion of the Underwriter, upon consultation with the District: (A) There shall have occurred and be continuing the declaration of a general banking moratorium by any authority of the United States or the State of New York or the State of California; (B) There shall be in force a general suspension of trading or other material restrictions not in force as of the date hereof on the New York Stock Exchange or other national securities exchange; (C) Legislation shall have been introduced in or adopted by either House of the Congress of the United States or recommended to the Congress or otherwise endorsed for passage by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or legislation is formally proposed for consideration by either such committee, or by the staff of the Joint Committee on Taxation of the Congress of the United States, [or a decision rendered by a court established under Article III of the Constitution of the United States or by the United States Tax Court, or an order, ruling, regulation or official statement by or on behalf of the United States Treasury Department or Internal Revenue Service], the effect of which would eliminate the exclusion of interest on the Bonds from gross income for federal income tax purposes, or legislation shall have been enacted by the State of California which renders interest on the Bonds not exempt from State of California personal income taxes; (D) Legislation shall have been enacted [or introduced in Congress or recommended for passage by the President of the United States], or a decision of a court of the United States shall have been rendered or any action shall have been taken by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction in the subject matter which, in the opinion of Bond Counsel, has the effect of requiring the contemplated distribution of the Bonds to be registered under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or the Resolution to be qualified under the Trust Indenture Act of 1939, as amended; (E) The New York Stock Exchange or other national securities exchange, or any governmental authority, shall impose and there shall be in effect, as to the Bonds or obligations of the general character of the Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charges to the net capital requirements of, Underwriter; (F) The withdrawal or downgrading, or any notice shall have been given of any intended or potential downgrading, [review, suspension, withdrawal, or negative change in credit watch status] of any rating of the District’s outstanding indebtedness by a national rating agency; (G) Any event occurring, or information becoming known which, in the reasonable judgment of the Representative, makes untrue in any material adverse respect any statement or information set forth in the Official Statement, or has the effect that the Official Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; (H) The declaration of war by the United States, any major new outbreak or escalation of armed hostilities, an act of terrorism or any other major national calamity or crisis [that interrupts or causes discord to the operation of the financial markets or otherwise in the United States or elsewhere]; or (I) An order, decree or injunction of any court of competent jurisdiction, or order, ruling, regulation or official statement by the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, issued or made to the effect that the delivery, offering or sale of obligations of the general character of the Bonds, or the delivery, offering or sale of the Bonds, including any or all underlying obligations, as contemplated hereby or by the Official Statement, is or would be in violation of the federal securities laws as amended an then in effect; or (J) [there shall have occurred any materially adverse change in the affairs or financial condition of the District; or] (K) [the suspension by the SEC of trading in the outstanding securities of the District; or] (L) [the occurrence of a material disruption in securities settlement payment or clearance services; or] (M) [the purchase of and payment for the Bonds by the Underwriter, or the resale of the Bonds by the Underwriter, on the terms and conditions herein provided shall be prohibited by any applicable law, government authority, board, agency or commission.]

Excused. The Underwriter may terminate this Purchase Contract, without any liability of the Underwriter therefor, by notification to the District if as of on or prior to the Closing Date any of the following shall have had a material adverse effect on the marketability or market price of the Bonds, [or the ability of the Underwriter to enforce contracts for the resale of the Bonds], in the reasonable opinion of the Underwriter, upon consultation with the District: (A) There shall have occurred and be continuing the declaration of a general banking moratorium by any authority of the United States or the State of New York or the State of California; (B) There shall be in force a general suspension of trading or other material restrictions not in force as of the date hereof on the New York Stock Exchange or other national securities exchange; (C) Legislation shall have been introduced in or adopted enacted by either House of the Congress of the United States States, or passed by and still pending before either House of the Congress, or recommended or endorsed to the Congress or otherwise endorsed for passage by the President of the United States, or favorably reported for passage to and still pending before either House of the Treasury Department Congress by any committee of such House to which such legislation has been referred for consideration, or a decision shall have been rendered by a court of the United States, the Internal Revenue Service or the chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or legislation is formally proposed for consideration by either such committee, or by the staff of the Joint Committee on Taxation of the Congress of the United States, [or a decision rendered by a court established under Article III of the Constitution of the United States or by the United States Tax Court, or an ordera ruling or regulation shall have been issued by the U.S. Treasury, ruling, regulation or official statement by or with respect to federal taxation of interest received on behalf securities of the United States Treasury Department or Internal Revenue Service], general character of the effect of which would eliminate the exclusion of interest on the Bonds from gross income for federal income tax purposesBonds, or legislation shall have been enacted by the State of California which renders interest on the Bonds not exempt from State of California personal income taxes, which in the reasonable opinion of the Underwriter materially adversely affects the marketability or market price of the Bonds; (D) Legislation shall have been enacted [or introduced in Congress or recommended for passage by the President of the United States]enacted, or a decision of a court of the United States shall have been rendered or any action shall have been taken by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction in the subject matter which, in the opinion of Bond Counsel, has the effect of requiring the contemplated distribution of the Bonds to be registered under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or the District Resolution or the Paying Agent Agreement to be qualified under the Trust Indenture Act of 1939, as amended; (E) The New York Stock Exchange or other national securities exchange, or any governmental authority, shall impose and there shall be in effect, as to the Bonds or obligations of the general character of the Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charges to the net capital requirements of, Underwriterunderwriters; (F) The withdrawal Congress shall have made a formal declaration of war, or downgradingthe President of the United States shall have ordered a new major engagement in or escalation of military hostilities, or there shall have occurred a declared national emergency that interrupts or causes disorder to the operation of the financial markets in the United States; (G) there shall have occurred or any notice shall have been given of any intended or potential downgrading, [reviewdowngrade, suspension, withdrawal, withdrawal or negative change in credit watch status] of status by any national credit agency currently rating of the District’s outstanding indebtedness by a national rating agencyBonds; (GH) Any event occurring, or information becoming known which, in the reasonable judgment of the RepresentativeUnderwriter, makes untrue in any material adverse respect any statement or information set forth in the Official Statement, or has the effect that the Official Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; (H) The declaration of war by the United States, any major new outbreak or escalation of armed hostilities, an act of terrorism or any other major national calamity or crisis [that interrupts or causes discord to the operation of the financial markets or otherwise in the United States or elsewhere]; or (I) An order, decree or injunction of any court of competent jurisdiction, or order, ruling, regulation or official statement by the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, issued or made to the effect that the delivery, offering or sale of obligations of the general character of the Bonds, or the delivery, offering or sale of the Bonds, including any or all underlying obligations, as contemplated hereby or by the Official Statement, is or would be in violation of the federal securities laws as amended an then in effect; or (J) [there There shall have occurred any materially adverse change in the affairs or financial condition of the District; or] (K) [the suspension by the SEC of trading in the outstanding securities of the District; or] (L) [the occurrence of a material disruption in securities settlement payment or clearance services; or] (M) [the purchase of and payment for the Bonds by the Underwriter, or the resale of the Bonds by the Underwriter, on the terms and conditions herein provided shall be prohibited by any applicable law, government authority, board, agency or commission.]

Excused. The Underwriter may terminate this Purchase Contract, without any liability therefor, by notification to the District and the County if as of the Closing Date any of the following shall have had a material adverse effect on the marketability or market price of the Series Bonds, [or the ability of the Underwriter to enforce contracts for the resale of the Bonds], in the reasonable opinion of the Underwriter, upon consultation with the DistrictDistrict and the County: (A) There shall have occurred and be continuing the declaration of a general banking moratorium by any authority of the United States or the State of New York or the State of California; (B) There shall be in force a general suspension of trading or other material restrictions not in force as of the date hereof on the New York Stock Exchange or other national securities exchange; (C) Legislation shall have been introduced in or adopted enacted by either House of the Congress of the United States States, or passed by and still pending before either House of the Congress, or recommended or endorsed to the Congress or otherwise endorsed for passage by the President of the United States, or favorably reported for passage to and still pending before either House of the Treasury Department Congress by any committee of such House to which such legislation has been referred for consideration, or a decision shall have been rendered by a court of the United States, the Internal Revenue Service or the chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or legislation is formally proposed for consideration by either such committee, or by the staff of the Joint Committee on Taxation of the Congress of the United States, [or a decision rendered by a court established under Article III of the Constitution of the United States or by the United States Tax Court, or an order, ruling, regulation or official statement by or with respect to federal taxation of interest received on behalf securities of the United States Treasury Department or Internal Revenue Service], general character of the effect of which would eliminate the exclusion of interest on the Bonds from gross income for federal income tax purposes, or legislation shall have been enacted by the State of California which renders interest on the Bonds not exempt from State of California personal income taxes;Series (D) Legislation shall have been enacted [or introduced in The formal declaration of war by Congress or recommended for passage a major escalation of military hostilities by order of the President of the United States], or the occurrence of any other declared national emergency that interrupts or causes disorder to the operation of the financial markets in the United States. (E) Legislation shall have been enacted, or a decision of a court of the United States shall have been rendered or any action shall have been taken by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction in the subject matter which, in the opinion of Bond Counsel, has the effect of requiring the contemplated distribution of the Bonds to be registered under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or the Resolution to be qualified under the Trust Indenture Act of 1939, as amended;Series (EF) The New York Stock Exchange or other national securities exchange, or any governmental authority, shall impose and there shall be in effect, as to the Series Bonds or obligations of the general character of the Series Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charges to the net capital requirements of, Underwriter; (F) The withdrawal or downgrading, or any notice shall have been given of any intended or potential downgrading, [review, suspension, withdrawal, or negative change in credit watch status] of any rating of the District’s outstanding indebtedness by a national rating agency; (G) Any event occurring, or information becoming known which, in the reasonable judgment of the Representative, makes untrue in any material adverse respect any statement or information set forth in the Official Statement, or has the effect that the Official Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; (H) The declaration of war by the United States, any major new outbreak or escalation of armed hostilities, an act of terrorism or any other major national calamity or crisis [that interrupts or causes discord to the operation of the financial markets or otherwise in the United States or elsewhere]; or (I) An order, decree or injunction of any court of competent jurisdiction, or order, ruling, regulation or official statement by the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, issued or made to the effect that the delivery, offering or sale of obligations of the general character of the Bonds, or the delivery, offering or sale of the Bonds, including any or all underlying obligations, as contemplated hereby or by the Official Statement, is or would be in violation of the federal securities laws as amended an then in effect; or (J) [there shall have occurred any materially adverse change in the affairs or financial condition of the District; or] (K) [the suspension by the SEC of trading in the outstanding securities of the District; or] (L) [the occurrence of a material disruption in securities settlement payment or clearance services; or] (M) [the purchase of and payment for the Bonds by the Underwriter, or the resale of the Bonds by the Underwriter, on the terms and conditions herein provided shall be prohibited by any applicable law, government authority, board, agency or commissionunderwriters.]

Excused. The Underwriter may terminate this Purchase Contract, without any liability of the Underwriter therefor, by notification to the District if as of on or prior to the Closing Date any of the following shall have had a material adverse effect on the marketability or market price of the Refunding Bonds, [or the ability of the Underwriter to enforce contracts for the resale of the Bonds], in the reasonable opinion of the Underwriter, upon consultation with the District: (A) There shall have occurred and be continuing the declaration of a general banking moratorium by any authority of the United States or the State of New York or the State of California; (B) There shall be in force a general suspension of trading or other material restrictions not in force as of the date hereof on the New York Stock Exchange or other national securities exchange; (C) Legislation shall have been introduced in or adopted enacted by either House of the Congress of the United States States, or passed by and still pending before either House of the Congress, or recommended or endorsed to the Congress or otherwise endorsed for passage by the President of the United States, or favorably reported for passage to and still pending before either House of the Treasury Department Congress by any committee of such House to which such legislation has been referred for consideration, or a decision shall have been rendered by a court of the United States, the Internal Revenue Service or the chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or legislation is formally proposed for consideration by either such committee, or by the staff of the Joint Committee on Taxation of the Congress of the United States, [or a decision rendered by a court established under Article III of the Constitution of the United States or by the United States Tax Court, or an ordera ruling or regulation shall have been issued by the U.S. Treasury, ruling, regulation or official statement by or with respect to federal taxation of interest received on behalf securities of the United States Treasury Department or Internal Revenue Service], general character of the effect of which would eliminate the exclusion of interest on the Bonds from gross income for federal income tax purposesRefunding Bonds, or legislation shall have been enacted by the State of California which renders interest on the Refunding Bonds not exempt from State of California personal income taxes, which in the reasonable opinion of the Underwriter materially adversely affects the marketability or market price of the Refunding Bonds; (D) Legislation shall have been enacted [or introduced in Congress or recommended for passage by the President of the United States]enacted, or a decision of a court of the United States shall have been rendered or any action shall have been taken by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction in the subject matter which, in the opinion of Bond Counsel, has the effect of requiring the contemplated distribution of the Refunding Bonds to be registered under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or the District Resolution or the Paying Agent Agreement to be qualified under the Trust Indenture Act of 1939, as amended; (E) The New York Stock Exchange or other national securities exchange, or any governmental authority, shall impose and there shall be in effect, as to the Refunding Bonds or obligations of the general character of the Refunding Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charges to the net capital requirements of, Underwriterunderwriters; (F) The withdrawal Congress shall have made a formal declaration of war, or downgradingthe President of the United States shall have ordered a new major engagement in or escalation of military hostilities, or there shall have occurred a declared national emergency that interrupts or causes disorder to the operation of the financial markets in the United States; (G) there shall have occurred or any notice shall have been given of any intended or potential downgrading, [reviewdowngrade, suspension, withdrawal, withdrawal or negative change in credit watch status] of status by any national credit agency currently rating of the District’s outstanding indebtedness by a national rating agencyRefunding Bonds; (GH) Any event occurring, or information becoming known which, in the reasonable judgment of the RepresentativeUnderwriter, makes untrue in any material adverse respect any statement or information set forth in the Official Statement, or has the effect that the Official Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; (H) The declaration of war by the United States, any major new outbreak or escalation of armed hostilities, an act of terrorism or any other major national calamity or crisis [that interrupts or causes discord to the operation of the financial markets or otherwise in the United States or elsewhere]; or (I) An order, decree or injunction of any court of competent jurisdiction, or order, ruling, regulation or official statement by the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, issued or made to the effect that the delivery, offering or sale of obligations of the general character of the Bonds, or the delivery, offering or sale of the Bonds, including any or all underlying obligations, as contemplated hereby or by the Official Statement, is or would be in violation of the federal securities laws as amended an then in effect; or (J) [there There shall have occurred any materially adverse change in the affairs or financial condition of the District; or] (K) [the suspension by the SEC of trading in the outstanding securities of the District; or] (L) [the occurrence of a material disruption in securities settlement payment or clearance services; or] (M) [the purchase of and payment for the Bonds by the Underwriter, or the resale of the Bonds by the Underwriter, on the terms and conditions herein provided shall be prohibited by any applicable law, government authority, board, agency or commission.]

Excused. The Underwriter Underwriters may terminate this Purchase Contract, without any liability of the Underwriters therefor, by notification to the District if as of on or prior to the Closing Date any of the following shall have had a material adverse effect on the marketability or market price of the Bonds, [or the ability of the Underwriter to enforce contracts for the resale of the Bonds], in the reasonable opinion of the UnderwriterUnderwriters, upon consultation with the District: (A) There shall have occurred and be continuing the declaration of a general banking moratorium by any authority of the United States or the State of New York or the State of California; (B) There shall be in force a general suspension of trading or other material restrictions not in force as of the date hereof on the New York Stock Exchange or other national securities exchange; (C) Legislation shall have been introduced in or adopted enacted by either House of the Congress of the United States States, or passed by and still pending before either House of the Congress, or recommended or endorsed to the Congress or otherwise endorsed for passage by the President of the United States, or favorably reported for passage to and still pending before either House of the Treasury Department Congress by any committee of such House to which such legislation has been referred for consideration, or a decision shall have been rendered by a court of the United States, the Internal Revenue Service or the chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or legislation is formally proposed for consideration by either such committee, or by the staff of the Joint Committee on Taxation of the Congress of the United States, [or a decision rendered by a court established under Article III of the Constitution of the United States or by the United States Tax Court, or an ordera ruling or regulation shall have been issued by the U.S. Treasury, ruling, regulation or official statement by or with respect to federal taxation of interest received on behalf securities of the United States Treasury Department or Internal Revenue Service], general character of the effect of which would eliminate the exclusion of interest on the Bonds from gross income for federal income tax purposesBonds, or legislation shall have been enacted by the State of California which renders interest on the Bonds not exempt from State of California personal income taxes, which in the reasonable opinion of the Underwriters materially adversely affects the marketability or market price of the Bonds; (D) Legislation shall have been enacted [or introduced in Congress or recommended for passage by the President of the United States]enacted, or a decision of a court of the United States shall have been rendered or any action shall have been taken by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction in the subject matter which, in the opinion of Bond Counsel, has the effect of requiring the contemplated distribution of the Bonds to be registered under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or the Resolution or the Paying Agent Agreement to be qualified under the Trust Indenture Act of 1939, as amended; (E) The New York Stock Exchange or other national securities exchange, or any governmental authority, shall impose and there shall be in effect, as to the Bonds or obligations of the general character of the Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charges to the net capital requirements of, Underwriterunderwriters; (F) The withdrawal Congress shall have made a formal declaration of war, or downgradingthe President of the United States shall have ordered a new major engagement in or escalation of military hostilities, or there shall have occurred a declared national emergency that interrupts or causes disorder to the operation of the financial markets in the United States; (G) there shall have occurred or any notice shall have been given of any intended or potential downgrading, [reviewdowngrade, suspension, withdrawal, withdrawal or negative change in credit watch status] of status by any national credit agency currently rating of the District’s outstanding indebtedness by a national rating agencyBonds; (GH) Any event occurring, or information becoming known which, in the reasonable judgment of the RepresentativeUnderwriters, makes untrue in any material adverse respect any statement or information set forth in the Official Statement, or has the effect that the Official Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; (H) The declaration of war by the United States, any major new outbreak or escalation of armed hostilities, an act of terrorism or any other major national calamity or crisis [that interrupts or causes discord to the operation of the financial markets or otherwise in the United States or elsewhere]; or (I) An order, decree or injunction of any court of competent jurisdiction, or order, ruling, regulation or official statement by the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, issued or made to the effect that the delivery, offering or sale of obligations of the general character of the Bonds, or the delivery, offering or sale of the Bonds, including any or all underlying obligations, as contemplated hereby or by the Official Statement, is or would be in violation of the federal securities laws as amended an then in effect; or (J) [there There shall have occurred any materially adverse change in the affairs or financial condition of the District; or] (K) [the suspension by the SEC of trading in the outstanding securities of the District; or] (L) [the occurrence of a material disruption in securities settlement payment or clearance services; or] (M) [the purchase of and payment for the Bonds by the Underwriter, or the resale of the Bonds by the Underwriter, on the terms and conditions herein provided shall be prohibited by any applicable law, government authority, board, agency or commission.]

Excused. The Underwriter Underwriters may terminate this Purchase ContractAgreement, without any liability of the Underwriters therefor, by written notification to the District if as of on or prior to the Closing Date any of the following shall have had a material adverse effect on the marketability or market price of the Bonds, [or the ability of the Underwriter to enforce contracts for the resale of the Bonds], in the reasonable opinion of the UnderwriterUnderwriters, upon consultation with the District: (A) There shall have occurred and be continuing the declaration of a general banking moratorium by any authority of the United States or the State of New York or the State of California; (B) There shall be in force a general suspension of trading or other material restrictions not in force as of the date hereof on the New York Stock Exchange or other national securities exchange; (C) Legislation shall have been introduced in or adopted enacted by either House of the Congress of the United States States, or passed by and still pending before either House of the Congress, or recommended or endorsed to the Congress or otherwise endorsed for passage by the President of the United States, or favorably reported for passage to and still pending before either House of the Treasury Department Congress by any committee of such House to which such legislation has been referred for consideration, or a decision shall have been rendered by a court of the United States, the Internal Revenue Service or the chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or legislation is formally proposed for consideration by either such committee, or by the staff of the Joint Committee on Taxation of the Congress of the United States, [or a decision rendered by a court established under Article III of the Constitution of the United States or by the United States Tax Court, or an ordera ruling or regulation shall have been issued by the U.S. Treasury, ruling, regulation or official statement by or with respect to federal taxation of interest received on behalf securities of the United States Treasury Department or Internal Revenue Service], general character of the effect of which would eliminate the exclusion of interest on the Bonds from gross income for federal income tax purposesTax-Exempt Bonds, or legislation shall have been enacted by the State of California which renders interest on the Bonds not exempt from State of California personal income taxes, which in the reasonable opinion of the Underwriters materially adversely affects the marketability or market price of the Bonds; (D) Legislation shall have been enacted [or introduced in Congress or recommended for passage by the President of the United States]enacted, or a decision of a court of the United States shall have been rendered or any action shall have been taken by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction in the subject matter which, in the opinion of Bond Counsel, has the effect of requiring the contemplated distribution of the Bonds to be registered under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or the Resolution or the Paying Agent Agreement to be qualified under the Trust Indenture Act of 1939, as amended; (E) The New York Stock Exchange or other national securities exchange, or any governmental authorityauthority or Executive Order, shall impose and there shall be in effect, as to the Bonds or obligations of the general character of the Bonds, any material restrictions not now in force, force affecting the market for securities (including the imposition of any limitation on interest rates) or increase materially those now in force, with respect to the extension of credit by, or the charges to the net capital requirements of, Underwriterunderwriters; (F) The withdrawal Congress shall have made a formal declaration of war, or downgradingthe President of the United States shall have ordered a new major engagement in or escalation of military hostilities, or there shall have occurred a declared national emergency or other calamity or crisis (including, without limitation, a pandemic), or the escalation of any such event that existed prior to the date hereof, that interrupts or causes disorder to the operation of the financial markets in the United States or elsewhere, if the effect of any such event, in the judgement of the Underwriters, makes it impracticable or inadvisable to proceed with the offering and delivery of the Bonds on the terms and in the manner contemplated in the Preliminary Official Statement; (G) There shall have occurred or any notice shall have been given of any intended or potential downgrading, [reviewdowngrade, suspension, withdrawal, withdrawal or negative change in credit watch status] of status by any national credit agency currently rating of the District’s outstanding indebtedness by a national rating agencyBonds; (GH) Any event occurring, or information becoming known which, in the reasonable judgment of the RepresentativeUnderwriters, makes untrue in any material adverse respect any statement or information set forth in the Official Statement, or has the effect that the Official Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; (H) The declaration of war by the United States, any major new outbreak or escalation of armed hostilities, an act of terrorism or any other major national calamity or crisis [that interrupts or causes discord to the operation of the financial markets or otherwise in the United States or elsewhere]; or (I) An order, decree or injunction of any court of competent jurisdiction, or order, ruling, regulation or official statement by the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, issued or made to the effect that the delivery, offering or sale of obligations of the general character of the Bonds, or the delivery, offering or sale of the Bonds, including any or all underlying obligations, as contemplated hereby or by the Official Statement, is or would be in violation of the federal securities laws as amended an then in effect; or (J) [there There shall have occurred any materially adverse change in the affairs or financial condition of the District; or] (KJ) [the suspension by the SEC of trading Any fact or event shall exist or have existed that, in the outstanding securities Representative’s judgment, requires or has required an amendment of or supplement to the District; or] (L) [the occurrence of a material disruption in securities settlement payment or clearance services; or] (M) [the purchase of and payment for the Bonds by the Underwriter, or the resale of the Bonds by the Underwriter, on the terms and conditions herein provided shall be prohibited by any applicable law, government authority, board, agency or commissionOfficial Statement.]

Excused. The Underwriter may terminate this Purchase Contract, without any liability therefor, by notification to the District if as of on or prior to the Closing Date any of the following shall have had a material adverse effect on the marketability or market price of the Bonds, [or the ability of the Underwriter to enforce contracts for the resale of the Bonds], in the reasonable opinion of the Underwriter, upon consultation with the District: (A) There shall have occurred and be continuing the declaration of a general banking moratorium by any authority of the United States or the State of New York or the State of California; (B) There shall be in force a general suspension of trading or other material restrictions not in force as of the date hereof on the New York Stock Exchange or other national securities exchange; (C) Legislation shall have been introduced in or adopted enacted by either House of the Congress of the United States States, or passed by and still pending before either House of the Congress, or recommended or endorsed to the Congress or otherwise endorsed for passage by the President of the United States, or favorably reported for passage to and still pending before either House of the Treasury Department Congress by any committee of such House to which such legislation has been referred for consideration, or a decision shall have been rendered by a court of the United States, the Internal Revenue Service or the chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or legislation is formally proposed for consideration by either such committee, or by the staff of the Joint Committee on Taxation of the Congress of the United States, [or a decision rendered by a court established under Article III of the Constitution of the United States or by the United States Tax Court, or an ordera ruling or regulation shall have been issued by the U.S. Treasury, ruling, regulation or official statement by or with respect to federal taxation of interest received on behalf securities of the United States Treasury Department or Internal Revenue Service], general character of the effect of which would eliminate the exclusion of interest on the Bonds from gross income for federal income tax purposesBonds, or legislation shall have been enacted by the State of California which renders interest on the Bonds not exempt from State of California personal income taxes, which in the reasonable opinion of the Underwriter materially adversely affects the marketability or market price of the Bonds; (D) Legislation shall have been enacted [or introduced in Congress or recommended for passage by the President of the United States]enacted, or a decision of a court of the United States shall have been rendered or any action shall have been taken by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction in the subject matter which, in the opinion of Bond Counsel, has the effect of requiring the contemplated distribution of the Bonds to be registered under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or the Resolution or the Paying Agent Agreement to be qualified under the Trust Indenture Act of 1939, as amended; (E) The New York Stock Exchange or other national securities exchange, or any governmental authority, shall impose and there shall be in effect, as to the Bonds or obligations of the general character of the Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charges to the net capital requirements of, Underwriterunderwriters; (F) The withdrawal Congress shall have made a formal declaration of war, or downgradingthe President of the United States shall have ordered a new major engagement in or escalation of military hostilities, or there shall have occurred a declared national or international emergency that interrupts or causes disorder to the operation of the financial markets in the United States for a period of more than 30 days; (G) There shall have occurred or any notice shall have been given of any intended or potential review, downgrading, [review, suspension, withdrawal, withdrawal or negative change in credit watch status] of status by any rating of the District’s outstanding indebtedness by a national rating agencyservice to the Bonds; (GH) Any event occurring, or information becoming known which, in the reasonable judgment of the RepresentativeUnderwriter, makes untrue in any material adverse respect any statement or information set forth in the Official Statement, or has the effect that the Official Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; (HI) The declaration of war by the United StatesAny fact or event shall exist or have existed that, any major new outbreak or escalation of armed hostilities, an act of terrorism or any other major national calamity or crisis [that interrupts or causes discord to the operation of the financial markets or otherwise in the United States Underwriter’s reasonable judgment, requires or elsewhere]; or (I) An order, decree has required an amendment of or injunction of any court of competent jurisdiction, or order, ruling, regulation or official statement by the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, issued or made supplement to the effect that the delivery, offering or sale of obligations of the general character of the Bonds, or the delivery, offering or sale of the Bonds, including any or all underlying obligations, as contemplated hereby or by the Official Statement, is or would be in violation of the federal securities laws as amended an then in effect; or; (J) [there There shall have occurred any materially adverse change in the affairs or financial condition of the District; or] (K) [the suspension by the SEC of trading There shall have occurred any national or international calamity or crisis in the outstanding securities financial markets or otherwise of the District; or] (L) [the occurrence of a material disruption in securities settlement payment or clearance services; or] (M) [the purchase of and payment for the Bonds by the Underwriter, or the resale of the Bonds by the Underwriter, on the terms and conditions herein provided shall be prohibited by any applicable law, government authority, board, agency or commissionUnited States.]

Excused. The Underwriter Underwriters may terminate this Purchase ContractAgreement, without any liability of the Underwriters therefor, by written notification to the District if as of on or prior to the Closing Date any of the following shall have had a material adverse effect on the marketability or market price of the Bonds, [or the ability of the Underwriter to enforce contracts for the resale of the Bonds], in the reasonable opinion of the UnderwriterUnderwriters, upon consultation with the District: (A) There shall have occurred and be continuing the declaration of a general banking moratorium by any authority of the United States or the State of New York or the State of California; (B) There shall be in force a general suspension of trading or other material restrictions not in force as of the date hereof on the New York Stock Exchange or other national securities exchange; (C) Legislation shall have been introduced in or adopted enacted by either House of the Congress of the United States States, or passed by and still pending before either House of the Congress, or recommended or endorsed to the Congress or otherwise endorsed for passage by the President of the United States, or favorably reported for passage to and still pending before either House of the Treasury Department Congress by any committee of such House to which such legisla t io n has been referred for consideration, or a decision shall have been rendered by a court of the United States, the Internal Revenue Service or the chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or legislation is formally proposed for consideration by either such committee, or by the staff of the Joint Committee on Taxation of the Congress of the United States, [or a decision rendered by a court established under Article III of the Constitution of the United States or by the United States Tax Court, or an ordera ruling or regulat io n shall have been issued by the U.S. Treasury, ruling, regulation or official statement by or with respect to federal taxation of interest received on behalf securities of the United States Treasury Department or Internal Revenue Service], general character of the effect of which would eliminate the exclusion of interest on the Bonds from gross income for federal income tax purposesBonds, or legislation legisla t io n shall have been enacted by the State of California which renders interest on the Bonds not exempt from State of California personal income taxes, which in the reasonable opinion of the Underwriters materially adversely affects the marketability or market price of the Bonds; (D) Legislation shall have been enacted [or introduced in Congress or recommended for passage by the President of the United States]enacted, or a decision of a court of the United States shall have been rendered or any action shall have been taken by, or on behalf of, the Securities and Exchange Commission or any other governmental governme ntal agency having jurisdiction in the subject matter which, in the opinion of Bond Counsel, has the effect of requiring the contemplated distribution of the Bonds to be registered under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or the Resolution or the Paying Agent Agreement to be qualified under the Trust Indenture Act of 1939, as amended; (E) The New York Stock Exchange or other national securities exchange, or any governmental authorityauthority or Executive Order, shall impose and there shall be in effect, as to the Bonds or obligations of the general character of the Bonds, any material restrictions not now in force, force affecting the market for securities (including the imposition of any limitation on interest rates) or increase materially those now in force, with respect to the extension of credit by, or the charges to the net capital requirements of, Underwriterunderwriters; (F) The withdrawal Congress shall have made a formal declaration of war, or downgradingthe President of the United States shall have ordered a new major engagement in or escalation of military hostilities, or there shall have occurred a declared national emergency that interrupts or causes disorder to the operation of the financ ia l markets in the United States or elsewhere, if the effect of any such event, in the judgement of the Underwriters, makes it impracticable or inadvisable to proceed with the offering and delivery of the Bonds on the terms and in the manner contemplated in the Preliminary Official Statement; (G) There shall have occurred or any notice shall have been given of any intended or potential downgrading, [reviewdowngrade, suspension, withdrawal, withdrawal or negative change in credit watch status] of status by any national credit agency currently rating of the District’s outstanding indebtedness by a national rating agencyBonds; (GH) Any event occurring, or information becoming known which, in the reasonable judgment of the RepresentativeUnderwriters, makes untrue in any material adverse respect any statement or information set forth in the Official Statement, or has the effect that the Official Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; (H) The declaration of war by the United States, any major new outbreak or escalation of armed hostilities, an act of terrorism or any other major national calamity or crisis [that interrupts or causes discord to the operation of the financial markets or otherwise in the United States or elsewhere]; or (I) An order, decree or injunction of any court of competent jurisdiction, or order, ruling, regulation or official statement by the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, issued or made to the effect that the delivery, offering or sale of obligations of the general character of the Bonds, or the delivery, offering or sale of the Bonds, including any or all underlying obligations, as contemplated hereby or by the Official Statement, is or would be in violation of the federal securities laws as amended an then in effect; or (J) [there There shall have occurred any materially adverse change in the affairs or financial condition of the District; or] (KJ) [the suspension by the SEC of trading Any fact or event shall exist or have existed that, in the outstanding securities Representative’s judgment, requires or has required an amendment of or supplement to the District; or] (L) [the occurrence of a material disruption in securities settlement payment or clearance services; or] (M) [the purchase of and payment for the Bonds by the Underwriter, or the resale of the Bonds by the Underwriter, on the terms and conditions herein provided shall be prohibited by any applicable law, government authority, board, agency or commissionOfficial Statement.]