Common use of Marketability Clause in Contracts

Marketability. The market price or marketability or the ability of the Underwriter to enforce contracts for the sale of the Bonds, at the initial offering price, shall not have been materially adversely affected, in the judgment of the Underwriter, by reason of any of the following: (1) legislation enacted or introduced in the Congress or recommended for passage by the President of the United States, or of the Treasury Department of the United States or the Internal Revenue Service or any member of the Congress or the State legislature or favorably reported for passage to either House of the Congress by any committee of such House to which such legislation has been referred for consideration, or a decision rendered by a court established under Article III of the Constitution of the United States or of the State or by the United States Tax Court, or an order, ruling, regulation (final, temporary or proposed) press release, official statement or other form of notice issued or made: (i) by or on behalf of the United States Treasury Department or by or on behalf of the Internal Revenue Service or other governmental agency, with the purpose or effect, directly or indirectly, of causing inclusion in gross income for purposes of federal income taxation or State income taxation of the interest received by the owners of the Bonds; or (ii) by or on behalf of the SEC, or any other governmental agency having jurisdiction over the subject matter thereof, to the effect that the Bonds, or obligations of the general character of the Bonds, including any and all underlying arrangements, are not exempt from registration under the Securities Act of 1933, as amended or that the issuance, offering or sale of obligations of the general character of the Bonds, as contemplated hereby or by the Official Statement or otherwise is or would be in violation of the federal securities laws as amended and then in effect; (2) the declaration of war or engagement in or escalation of major military hostilities by the United States or the occurrence of any other national or international emergency or calamity or crisis relating to the effective operation of the government or the financial community in the United States; (3) the declaration of a general banking moratorium by federal, New York or California authorities, or the general suspension of trading on any national securities exchange or fixing of minimum or maximum prices for trading or maximum ranges for prices on any national security exchange, whether by virtue of a determination of that exchange or by order of the SEC or any other governmental authority having jurisdiction or a material disruption in securities settlement, payment or clearance services affecting the Bonds shall have occurred; (4) the imposition by the New York Stock Exchange, other national securities exchange, or any governmental authority, of any material restrictions not now in force with respect to the Bonds, or obligations of the general character of the Bonds, or securities generally, or the material increase of any such restrictions now in force including those relating to the extension of credit by or the charge to the net capital requirements of underwriters; (5) an order, decree or injunction of any court of competent jurisdiction, or order, filing, regulation or official statement by the SEC, or any other governmental agency issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, as contemplated hereby or by the Official Statement, is or would be in violation of the federal securities laws, as amended and then in effect; (6) a decision by a court of the United States of America shall be rendered, or a stop order, release, regulation or no-action letter by or on behalf of the SEC or any other governmental agency having jurisdiction of the subject matter shall have been issued or made, to the effect that the issuance, offering or sale of the Bonds as contemplated by this Purchase Agreement or by the Official Statement, or any document relating to the issuance, offering or sale of the Bonds is or would be in violation of any provision of the federal securities laws at the Closing Date, including the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Trust Indenture Act of 1939, as amended; (7) the withdrawal, suspension or downgrading or negative change in credit status, or notice of potential withdrawal, suspension or downgrading or negative change in credit status, of any underlying rating of the District's outstanding indebtedness by a national rating agency. (8) any event occurring, or information becoming known which makes untrue in any material adverse respect any statement or information contained 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; (9) any fact or event shall exist or have existed that, in the Underwriter’s judgment, requires or has required an amendment of or supplement to the Official Statement; (10) any state Blue Sky or securities commission, or other governmental agency or body, shall have withheld registration, exemption or clearance of the offering of the Bonds as described herein, or issued a stop order or similar ruling relating thereto; (11) any amendment shall have been made to the federal or State Constitution or action by any federal or State court, legislative body, regulatory body, or other authority materially adversely affecting the tax status of the District, its property, income securities (or interest thereon) or the validity or enforceability of the levy of taxes to pay principal of and interest on the Bonds;

Marketability. The market price or marketability or Purchaser shall have the ability of right to cancel its obligations to purchase the Underwriter Note, by written notice from the Purchaser to enforce contracts for the sale of District, if between the Bondsdate hereof and the Closing, at the initial offering price, shall not have been materially adversely affectedPurchaser, in the judgment of the Underwritergood faith and in its reasonable judgment, by reason of determines that any of the followingfollowing has occurred and that such occurrence has a material affect on the Purchaser’s decision to invest in the Note: (1) legislation enacted or introduced in by the Congress or recommended for passage by the President of the United States, or of the Treasury Department of the United States or the Internal Revenue Service or any member passed by either House of the Congress or the State legislature Congress, or favorably reported for passage to either House of the Congress by any committee of such House to which such legislation has been referred for consideration, or introduced in the Congress or recommended for passage by the President of the United States or a member of the President's cabinet (by press release, other form of notice or otherwise), or a decision rendered by a court established under Article III of the Constitution of the United States or of the State or by the United States Tax Court, with the purpose or effect, directly or indirectly, of changing, directly or indirectly, the federal income tax consequences or State tax consequences of interest on the Note or of obligations of the general character of the Note in the hands of the holders thereof, or an order, ruling, regulation (final, temporary or proposed) press release, or official statement or other form of notice issued or made: (i) by or on behalf of the United States Treasury Department Department, or by or on behalf of the Internal Revenue Service or other governmental agencyService, with which would have the purpose or effecteffect of changing, directly or indirectly, of causing the inclusion in gross income for purposes of the federal income taxation or State income taxation tax consequences of interest on obligations of the interest received by general character of the Note in the hands of the owners of the Bondsthereof; or (ii) by or on behalf of the SEC, or any other governmental agency having jurisdiction over the subject matter thereof, to the effect that the BondsNote, or obligations of the general character of the BondsNote, including any and all underlying arrangements, are not exempt from registration under the Securities Act of 1933, as amended amended; (2) legislation enacted by the legislature of the State, or that a decision rendered by a court of the State, or a ruling, order, or regulation (final or temporary) made by State authority, which would have the effect of changing, directly or indirectly, the State tax consequences of interest on obligations of the general character of the Note in the hands of the holders thereof; (3) legislation shall be enacted, or a decision of a court of competent jurisdiction shall be rendered or any action shall be taken by or on behalf of, the Securities and Exchange Commission, the California Department of Corporations or any other federal or state governmental agency having jurisdiction in the subject matter which has the effect of requiring registration or qualification of the issuance, offering or sale of the Note, or of obligations of the general character of the Bonds, Note as contemplated hereby or by the Official Statement or otherwise is or would be in violation of the federal securities laws as amended and then in effect; (2) the declaration of war or engagement in or escalation of major military hostilities by the United States or the occurrence of any other national or international emergency or calamity or crisis relating to the effective operation of the government or the financial community in the United States; (3) the declaration of a general banking moratorium by federalhereby, New York or California authorities, or the general suspension of trading on any national securities exchange or fixing of minimum or maximum prices for trading or maximum ranges for prices on any national security exchange, whether by virtue of a determination of that exchange or by order of the SEC or any other governmental authority having jurisdiction or a material disruption in securities settlement, payment or clearance services affecting the Bonds shall have occurred; (4) the imposition by the New York Stock Exchange, other national securities exchange, or any governmental authority, of any material restrictions not now in force with respect to the Bonds, or obligations of the general character of the Bonds, or securities generally, or the material increase of any such restrictions now in force including those relating to the extension of credit by or the charge to the net capital requirements of underwriters; (5) an order, decree or injunction of any court of competent jurisdiction, or order, filing, regulation or official statement by the SEC, or any other governmental agency issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, as contemplated hereby or by the Official Statement, is or would be in violation of the federal securities laws, as amended and then in effect; (6) a decision by a court of the United States of America shall be rendered, or a stop order, release, regulation or no-action letter by or on behalf of the SEC or any other governmental agency having jurisdiction of the subject matter shall have been issued or made, to the effect that the issuance, offering or sale of the Bonds as contemplated by this Purchase Agreement or by the Official Statement, or any document relating to the issuance, offering or sale of the Bonds is or would be in violation of any provision of the federal securities laws at the Closing Date, including under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and Resolutions under the Trust Indenture Act of 1939, as amended; (74) the withdrawal, suspension or downgrading or negative change in credit status, or notice of potential withdrawal, suspension or downgrading or negative change in credit status, Purchaser becomes aware of any underlying rating of circumstances affecting the District's outstanding indebtedness by a national rating agency. (8) any event occurring, District or the transaction contemplated hereby which are materially and adversely inconsistent with the information becoming known which makes untrue in any material adverse respect any statement or information contained 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; (9) any fact or event shall exist or have existed that, in the Underwriter’s judgment, requires or has required an amendment of or supplement provided to the Official Statement; (10) any state Blue Sky or securities commission, or other governmental agency or body, shall have withheld registration, exemption or clearance of the offering of the Bonds as described herein, or issued a stop order or similar ruling relating thereto; (11) any amendment shall have been made Purchaser prior to the federal or State Constitution or action by any federal or State court, legislative body, regulatory body, or other authority materially adversely affecting the tax status of the District, its property, income securities (or interest thereon) or the validity or enforceability of the levy of taxes to pay principal of and interest on the Bondsdate hereof;

Marketability. The Underwriter shall have the right to cancel the Underwriter’s obligation to purchase the Bonds if, between the date hereof and the Closing, the market price or marketability or the ability of the Underwriter to enforce contracts for the sale of the Bonds, at the initial offering price, shall not Bonds have been materially adversely affected, in the judgment of the Underwriter, by reason of any of the following: (1i) legislation enacted by Congress, or passed by either house thereof, or favorably reported for passage thereto by any Committee of such Hhuse to which such legislation has been referred for consideration, or by the legislature of the State of California (the “State”), or introduced in the Congress or recommended for passage by the President of the United States, or of the Treasury Department of the United States or the Internal Revenue Service or any member of the Congress or the State legislature or favorably reported for passage to either House of the Congress by any committee of such House to which such legislation has been referred for consideration, or a decision rendered by a court established under Article III of the Constitution of the United States or of the State or by the United States Tax Court, or an order, ruling, regulation (final, temporary or proposed) press release, or official statement or other form of notice issued or made: (iA) by or on behalf of the United States Treasury Department Department, or by or on behalf of the Internal Revenue Service or other governmental agency(the “IRS”), with the purpose or effect, directly or indirectly, of causing inclusion in gross income for purposes of changing, directly or indirectly, the federal income taxation tax consequences or State income taxation tax consequences of the interest received by on the owners Bonds or of obligations of the Bondsgeneral character of the Bonds in the hands of the holders thereof; or (iiB) by or on behalf of the Securities and Exchange Commission (the “SEC”), or any other governmental agency having jurisdiction over the subject matter thereof, to the effect that the Bonds, or obligations of the general character of the Bonds, including any and all underlying arrangements, are not exempt from registration under the Securities Act of 1933, as amended or that the issuanceamended, offering or sale of obligations of the general character of the Bonds, as contemplated hereby or by the Official Statement or otherwise is or would be in violation of any provision of the federal securities laws as amended and then in effectlaws; (2ii) any outbreak or escalation of hostilities affecting the United States, the declaration by the United States of war a national emergency or war, or engagement in or material escalation of major military hostilities by the United States or the occurrence of any other national or international emergency or emergency, calamity or crisis relating to the effective operation of the government or the financial community in the United States; (3iii) the declaration of a general banking moratorium by federal, New York State or California authoritiesauthorities having appropriate jurisdiction, or the general suspension of trading on any national securities exchange or fixing of minimum or maximum prices for trading or maximum ranges for prices for securities on any national security securities exchange, whether by virtue of a determination of by that exchange or by order of the SEC or any other governmental authority having jurisdiction or a material disruption in securities settlement, payment or clearance services affecting the Bonds shall have occurredjurisdiction; (4iv) the imposition by the New York Stock Exchange, other national securities exchange, or any governmental authority, of any material restrictions not now in force with respect to the Bonds, or obligations of the general character of the Bonds, or securities generally, or the material increase of any such restrictions now in force force, including those relating to the extension of credit by by, or the charge to the net capital requirements of underwritersof, the Underwriter; (5v) an order, decree or injunction of any court of competent jurisdiction, or order, filing, regulation or official statement by the SEC, or any other governmental agency having jurisdiction over the subject matter thereof, issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, as contemplated hereby or by the Official Statement, is or would be in violation of the federal securities laws, as amended and then in effect; (6vi) a decision by a court of the United States of America there shall be rendered, or a stop order, release, regulation or no-action letter by or on behalf of the SEC have occurred or any other governmental agency having jurisdiction of the subject matter notice shall have been issued or made, to the effect that the issuance, offering or sale of the Bonds as contemplated by this Purchase Agreement or by the Official Statement, or any document relating to the issuance, offering or sale of the Bonds is or would be in violation given of any provision of the federal securities laws at the Closing Dateintended downgrading, including the Securities Act of 1933suspension, as amended, the Securities Exchange Act of 1934, as amended, and the Trust Indenture Act of 1939, as amended; (7) the withdrawal, suspension or downgrading or negative change in credit status, or notice of potential withdrawal, suspension or downgrading or negative change in credit status, of watch status by any underlying national rating service to the outstanding indebtedness of the District's outstanding indebtedness ; (vii) any rating on the Bonds is withdrawn or downgraded or placed on credit watch by a national rating agency.; (8) viii) any fact or event shall exist or have existed that, in the Underwriter’s judgment, requires or has required an amendment of or supplement to the Official Statement; (ix) the occurrence, since the date hereof, of any materially adverse change in the affairs or financial condition of the District; (x) the suspension by the SEC of trading of any outstanding securities of the District; (xi) any state Blue Sky or securities commission, or other governmental agency or body, shall have withheld registration, exemption or clearance of the offering of the Bonds as described herein, or issued a stop order or similar ruling relating thereto; (xii) any amendment shall have been made to the federal or State Constitution or action by any federal or State court, legislative body, regulatory body, or other authority materially adversely affecting the tax status of the District, its property, income, securities (or interest thereon) or the validity or enforceability of the levy of taxes to pay principal of and interest on the Bonds; (xiii) any event occurring, or information becoming known which which, in the reasonable judgment of the Underwriter, makes untrue in any material adverse respect any statement or information contained 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 misleadingmisleading and, in either such event, the District refuses to permit the Official Statement to be supplemented to supply such statement or information, or the effect of the Official Statement as so supplemented is to materially adversely affect the market price or marketability of the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds; (9xiv) any fact or event shall exist or have existed that, in the purchase of and payment for the Bonds by the Underwriter’s judgment, requires or has required an amendment of or supplement to the Official Statement; (10) any state Blue Sky or securities commission, or other governmental agency or body, shall have withheld registration, exemption or clearance of the offering resale of the Bonds as described hereinby the Underwriter, on the terms and conditions herein provided shall be prohibited by any applicable law, governmental authority, board, agency or issued a stop order or similar ruling relating thereto;commission; or (11xv) any amendment a material disruption in securities settlement, payment or clearance services affecting the Bonds shall have been made to the federal or State Constitution or action by any federal or State court, legislative body, regulatory body, or other authority materially adversely affecting the tax status of the District, its property, income securities (or interest thereon) or the validity or enforceability of the levy of taxes to pay principal of and interest on the Bonds;occurred.

Marketability. The Between the date hereof and the Closing, the market price or marketability of or the ability of the Underwriter to enforce contracts for the sale of the Bonds, at the initial offering price, prices set forth in the Official Statement shall not have been materially adversely affected, affected in the evidenced judgment of the Underwriter, Underwriter by reason of any of the following: (1) legislation enacted by the Congress of the United States, or passed by either House of Congress, or favorably reported for passage to either House of Congress by any Committee of such House to which such legislation has been referred for consideration, or introduced in the Congress or recommended for passage by the President of the United States, or of the Treasury Department of the United States or the Internal Revenue Service or any member of the Congress or the State legislature or favorably reported for passage to either House of the Congress by any committee of such House to which such legislation has been referred for consideration, or a decision rendered by a court established under Article III of the Constitution of the United States or of the State or by the United States Tax Court, with the purpose or effect, directly or indirectly, of changing, directly or indirectly, the federal income tax consequences of interest on the Bonds or of obligations of the general character of the Bonds in the hands of the holders thereof, or an order, ruling, regulation (final, temporary or proposed) press release, or official statement or other form of notice issued or made: (i) by or on behalf of the United States Treasury Department or by or on behalf of the Internal Revenue Service or other governmental agency, with the purpose or effect, directly or indirectly, of causing inclusion in gross income for purposes of federal income taxation or State income taxation of the interest received by the owners of the Bonds; or (ii) made by or on behalf of the SEC, or any other governmental agency having jurisdiction over the subject matter thereof, to the effect that the Bonds, or obligations of the general character of the Bonds, including any and all underlying arrangements, are not exempt from registration under the Securities Act of 1933, as amended amended; (2) legislation enacted by the State legislature or that a decision rendered by a Court of the issuanceState, offering or sale a ruling, order, or regulation (final or temporary) made by State authority, which would have the effect of changing, directly or indirectly, the State tax consequences of interest on obligations of the general character of the Bonds, as contemplated hereby or by Bonds in the Official Statement or otherwise is or would be in violation hands of the federal securities laws as amended and then in effectholders thereof; (23) any outbreak or escalation of hostilities affecting the United States, the declaration by the United States of war a national or international emergency or war, or engagement in or material escalation of major military hostilities by the United States States, or the occurrence of any other national or international emergency or calamity or crisis relating to the effective operation of the government or the financial community in the United States; (34) the declaration of a general banking moratorium by federalFederal, New York State or California authoritiesState authorities having appropriate jurisdiction, or the general suspension of trading on any national securities exchange or fixing of minimum or maximum prices for trading or maximum ranges for prices on any national security exchange, whether by virtue of a determination of that exchange or by order of the SEC or any other governmental authority having jurisdiction or a material disruption in securities settlement, payment or clearance services affecting the Bonds shall have occurred; (45) the imposition by the New York Stock Exchange, other national securities exchange, or any governmental authority, of any material restrictions not now in force with respect to the Bonds, or obligations of the general character of the Bonds, or securities generally, or the material increase of any such restrictions now in force force, including those relating to the extension of credit by by, or the charge to the net capital requirements of underwritersof, the Underwriter; (56) an order, decree or injunction of any court of competent jurisdiction, or order, filing, regulation or official statement by the SEC, or any other governmental agency having jurisdiction over the subject matter thereof, issued or made to the effect that the issuance, offering or sale of obligations of the general character of the BondsBonds (including any related underlying obligations), or the issuance, offering or sale of the Bonds, as contemplated hereby or by the Official Statement, is or would be in violation of the federal securities laws, as amended and then in effect; (67) a decision by a court of the United States of America there shall be rendered, or a stop order, release, regulation or no-action letter by or on behalf of the SEC have occurred or any other governmental agency having jurisdiction of the subject matter notice shall have been issued or made, to the effect that the issuance, offering or sale of the Bonds as contemplated by this Purchase Agreement or by the Official Statement, or any document relating to the issuance, offering or sale of the Bonds is or would be in violation given of any provision of the federal securities laws at the Closing Dateintended downgrading, including the Securities Act of 1933suspension, as amended, the Securities Exchange Act of 1934, as amended, and the Trust Indenture Act of 1939, as amended; (7) the withdrawal, suspension or downgrading or negative change in credit statuswatch status by any national rating service to the outstanding indebtedness of the District; (8) the occurrence, or notice of potential withdrawal, suspension or downgrading or negative change in credit statussince the date hereof, of any underlying rating materially adverse change in the affairs or financial condition of the District's outstanding indebtedness by a national rating agency. (8) any event occurring, or information becoming known which makes untrue in any material adverse respect any statement or information contained 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; (9) any fact or event shall exist or have existed that, the suspension by the SEC of trading in the Underwriter’s judgment, requires or has required an amendment outstanding securities of or supplement to the Official StatementDistrict; (10) any state Blue Sky or securities commission, or other governmental agency or body, shall have withheld registration, exemption or clearance of the offering of the Bonds as described herein, or issued a stop order or similar ruling relating thereto; (11) any amendment shall have been made to the federal or State Constitution or action by any federal or State court, legislative body, regulatory body, or other authority materially adversely affecting the tax status of the District, its property, income securities (or interest thereon) or the validity or enforceability of the levy of taxes to pay principal of and interest on the Bonds; (12) 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, governmental authority, board, agency or commission; (13) the occurrence of a material disruption in securities settlement payment or clearance services; and (14) any event occurring, or information becoming known which makes untrue in any material respect any statement or information contained 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.

Marketability. The Between the date hereof and the Closing, the market price or marketability or the ability of the Underwriter Underwriters to enforce contracts for the sale of the Bonds, at the initial offering priceprices of the Bonds set forth in the Official Statement, shall not have been materially adversely affected, affected in the evidenced judgment of the Underwriter, Representative by reason of any of the following: (1) legislation enacted or introduced in by the Congress or recommended for passage by the President of the United States, or of the Treasury Department of the United States or the Internal Revenue Service or any member passed by either House of the Congress or the State legislature Congress, or favorably reported for passage to either House of the Congress by any committee of such House to which such legislation has been referred for consideration, or introduced in the Congress or recommended for passage by the President of the United States or a member of the President’s cabinet (by press release, other form of notice or otherwise), or a decision rendered by a court established under Article III of the Constitution of the United States States, with the purpose or effect, directly or indirectly, of changing, directly or indirectly, the State tax consequences of interest on the Bonds or of obligations of the State or by general character of the United States Tax CourtBonds in the hands of the holders thereof, or an order, ruling, regulation (final, temporary or proposed) press release, or official statement or other form of notice issued or made: (i) by or on behalf of the United States Treasury Department or by or on behalf of the Internal Revenue Service or other governmental agency, with the purpose or effect, directly or indirectly, of causing inclusion in gross income for purposes of federal income taxation or State income taxation of the interest received by the owners of the Bonds; or (ii) by or on behalf of the SEC, or any other governmental agency having jurisdiction over the subject matter thereof, to the effect that the Bonds, or obligations of the general character of the Bonds, including any and all underlying arrangements, are not exempt from registration under the Securities Act of 1933, as amended amended (2) legislation enacted by the State legislature or that a decision rendered by a Court of the issuanceState, offering or sale a ruling, order, or regulation (final or temporary) made by State authority, which would have the effect of changing, directly or indirectly, the State tax consequences of interest on obligations of the general character of the Bonds, as contemplated hereby or by Bonds in the Official Statement or otherwise is or would be in violation hands of the federal securities laws as amended and then in effectholders thereof; (2i) any outbreak or escalation of hostilities affecting the United States, the declaration by the United States of war a national or international emergency or war, or engagement in or material escalation of major military hostilities by the United States or the occurrence of any other national emergency, or international emergency or (ii) any other calamity or crisis crisis, or escalation thereof, relating to the effective operation of the government or the financial community in the United States, or (iii) a downgrade of the sovereign debt rating of the United States by any major credit rating agency or payment default on United States Treasury obligations; (34) the declaration of a general banking moratorium by federalFederal, New York State or California authoritiesState authorities having appropriate jurisdiction, or the general suspension of trading on any national securities exchange or fixing of minimum or maximum prices for trading or maximum ranges for prices for securities on any national security securities exchange, whether by virtue of a determination of by that exchange or by order of the SEC or any other governmental authority having jurisdiction or a material disruption in securities settlement, payment or clearance services affecting the Bonds shall have occurredjurisdiction; (45) the imposition by the New York Stock Exchange, other national securities exchange, or any governmental authority, of any material restrictions not now in force with respect to the Bonds, or obligations of the general character of the Bonds, or securities generally, or the material increase of any such restrictions now in force force, including those relating to the extension of credit by by, or the charge to the net capital requirements of underwritersof, the Underwriters; (56) an order, decree or injunction of any court of competent jurisdiction, or order, filing, regulation or official statement by the SEC, or any other governmental agency having jurisdiction over the subject matter thereof, issued or made to the effect that the issuance, offering or sale of obligations of the general character of the BondsBonds (including any related underlying obligations), or the issuance, offering or sale of the Bonds, as contemplated hereby or by the Official Statement, is or would be in violation of the federal securities laws, as amended and then in effect; (67) a decision by a court of the United States of America there shall be rendered, or a stop order, release, regulation or no-action letter by or on behalf of the SEC have occurred or any other governmental agency having jurisdiction of the subject matter notice shall have been issued or made, to the effect that the issuance, offering or sale of the Bonds as contemplated by this Purchase Agreement or by the Official Statement, or any document relating to the issuance, offering or sale of the Bonds is or would be in violation given of any provision of the federal securities laws at the Closing Dateintended downgrading, including the Securities Act of 1933suspension, as amended, the Securities Exchange Act of 1934, as amended, and the Trust Indenture Act of 1939, as amended; (7) the withdrawal, suspension or downgrading or negative change in credit statuswatch status by any national rating service to the outstanding indebtedness of the District; (8) the occurrence, or notice of potential withdrawal, suspension or downgrading or negative change in credit statussince the date hereof, of any underlying rating materially adverse change in the affairs or financial condition of the District's outstanding indebtedness by a national rating agency. (8) any event occurring, or information becoming known which makes untrue in any material adverse respect any statement or information contained 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; (9) any fact or event shall exist or have existed that, the suspension by the SEC of trading in the Underwriter’s judgment, requires or has required an amendment outstanding securities of or supplement to the Official StatementDistrict; (10) any state Blue Sky or securities commission, or other governmental agency or body, shall have withheld registration, exemption or clearance of the offering of the Bonds as described herein, or issued a stop order or similar ruling relating thereto; (11) any amendment shall have been made to the federal or State Constitution or action by any federal or State court, legislative body, regulatory body, or other authority materially adversely affecting the tax status of the District, its property, income securities (or interest thereon) or the validity or enforceability of the levy of ad valorem property taxes to pay principal of and interest on the Bonds; or (12) the purchase of and payment for the Bonds by the Underwriters, or the resale of the Bonds by the Underwriters, on the terms and conditions herein provided shall be prohibited by any applicable law, governmental authority, board, agency or commission; (13) Any event occurring, or information becoming known which, in the evidenced judgment of the Representative, makes untrue in any material respect any statement or information contained in the Official Statement, or has the effect that the Official Statement contains any untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (14) Any fact or event shall exist or have existed that, in the Representative’s evidenced judgment, requires or has required an amendment of or supplement to the Official Statement.

Marketability. The Underwriter shall have the right to cancel the Underwriter’s obligation to purchase the Bonds if, between the date hereof and the Closing, the market price or marketability or the ability of the Underwriter to enforce contracts for the sale of the Bonds, at the initial offering price, shall not Bonds have been materially adversely affected, in the judgment of the Underwriter, by reason of any of the following: (1i) legislation enacted by Congress, or passed by either house thereof, or favorably reported for passage thereto by any Committee of such House to which such legislation has been referred for consideration, or by the legislature of the State of California (the “State”), or introduced in the Congress or recommended for passage by the President of the United States, or of the Treasury Department of the United States or the Internal Revenue Service or any member of the Congress or the State legislature or favorably reported for passage to either House of the Congress by any committee of such House to which such legislation has been referred for consideration, or a decision rendered by a court established under Article III of the Constitution of the United States or of the State or by the United States Tax Court, or an order, ruling, regulation (final, temporary or proposed) press release, or official statement or other form of notice issued or made: (iA) by or on behalf of the United States Treasury Department Department, or by or on behalf of the Internal Revenue Service or other governmental agency(the “IRS”), with the purpose or effect, directly or indirectly, of causing inclusion in gross income for purposes of changing, directly or indirectly, the federal income taxation tax consequences or State income taxation tax consequences of the interest received by on the owners Bonds or of obligations of the Bondsgeneral character of the Bonds in the hands of the holders thereof; or (iiB) by or on behalf of the Securities and Exchange Commission (the “SEC”), or any other governmental agency having jurisdiction over the subject matter thereof, to the effect that the Bonds, or obligations of the general character of the Bonds, including any and all underlying arrangements, are not exempt from registration under the Securities Act of 1933, as amended or that the issuanceamended, offering or sale of obligations of the general character of the Bonds, as contemplated hereby or by the Official Statement or otherwise is or would be in violation of any provision of the federal securities laws as amended and then in effectlaws; (2ii) any outbreak or escalation of hostilities affecting the United States, the declaration by the United States of war a national emergency or war, or engagement in or material escalation of major military hostilities by the United States or the occurrence of any other national or international emergency or emergency, calamity or crisis relating to the effective operation of the government or the financial community in the United States; (3iii) the declaration of a general banking moratorium by federal, New York State or California authoritiesauthorities having appropriate jurisdiction, or the general suspension of trading on any national securities exchange or fixing of minimum or maximum prices for trading or maximum ranges for prices for securities on any national security securities exchange, whether by virtue of a determination of by that exchange or by order of the SEC or any other governmental authority having jurisdiction or a material disruption in securities settlement, payment or clearance services affecting the Bonds shall have occurredjurisdiction; (4iv) the imposition by the New York Stock Exchange, other national securities exchange, or any governmental authority, of any material restrictions not now in force with respect to the Bonds, or obligations of the general character of the Bonds, or securities generally, or the material increase of any such restrictions now in force force, including those relating to the extension of credit by by, or the charge to the net capital requirements of underwritersof, the Underwriter; (5v) an order, decree or injunction of any court of competent jurisdiction, or order, filing, regulation or official statement by the SEC, or any other governmental agency having jurisdiction over the subject matter thereof, issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, as contemplated hereby or by the Official Statement, is or would be in violation of the federal securities laws, as amended and then in effect; (6vi) a decision by a court of the United States of America there shall be rendered, or a stop order, release, regulation or no-action letter by or on behalf of the SEC have occurred or any other governmental agency having jurisdiction of the subject matter notice shall have been issued or made, to the effect that the issuance, offering or sale of the Bonds as contemplated by this Purchase Agreement or by the Official Statement, or any document relating to the issuance, offering or sale of the Bonds is or would be in violation given of any provision of the federal securities laws at the Closing Dateintended downgrading, including the Securities Act of 1933suspension, as amended, the Securities Exchange Act of 1934, as amended, and the Trust Indenture Act of 1939, as amended; (7) the withdrawal, suspension or downgrading or negative change in credit status, or notice of potential withdrawal, suspension or downgrading or negative change in credit status, of watch status by any underlying national rating service to the outstanding indebtedness of the District's outstanding indebtedness ; (vii) any rating on the Bonds is withdrawn or downgraded or placed on credit watch by a national rating agency.; (8) viii) any fact or event shall exist or have existed that, in the Underwriter’s judgment, requires or has required an amendment of or supplement to the Official Statement; (ix) the occurrence, since the date hereof, of any materially adverse change in the affairs or financial condition of the District; (x) the suspension by the SEC of trading of any outstanding securities of the District; (xi) any state Blue Sky or securities commission, or other governmental agency or body, shall have withheld registration, exemption or clearance of the offering of the Bonds as described herein, or issued a stop order or similar ruling relating thereto; (xii) any amendment shall have been made to the federal or State Constitution or action by any federal or State court, legislative body, regulatory body, or other authority materially adversely affecting the tax status of the District, its property, income, securities (or interest thereon) or the validity or enforceability of the levy of taxes to pay principal of and interest on the Bonds; (xiii) any event occurring, or information becoming known which which, in the reasonable judgment of the Underwriter, makes untrue in any material adverse respect any statement or information contained 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 misleadingmisleading and, in either such event, the District refuses to permit the Official Statement to be supplemented to supply such statement or information, or the effect of the Official Statement as so supplemented is to materially adversely affect the market price or marketability of the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds; (9xiv) any fact or event shall exist or have existed that, in the purchase of and payment for the Bonds by the Underwriter’s judgment, requires or has required an amendment of or supplement to the Official Statement; (10) any state Blue Sky or securities commission, or other governmental agency or body, shall have withheld registration, exemption or clearance of the offering resale of the Bonds as described hereinby the Underwriter, on the terms and conditions herein provided shall be prohibited by any applicable law, governmental authority, board, agency or issued a stop order or similar ruling relating thereto;commission; or (11xv) any amendment a material disruption in securities settlement, payment or clearance services affecting the Bonds shall have been made to the federal or State Constitution or action by any federal or State court, legislative body, regulatory body, or other authority materially adversely affecting the tax status of the District, its property, income securities (or interest thereon) or the validity or enforceability of the levy of taxes to pay principal of and interest on the Bonds;occurred.

Marketability. The market price or marketability or the ability of the Underwriter to enforce contracts for the sale of the Bonds, at the initial offering price, shall not have been materially adversely affected, in the judgment of the Underwriter, by reason of any of the following: (1) legislation enacted or introduced in the Congress or recommended for passage by the President of the United StatesStates (by press release, other form of notice or otherwise), or of the Treasury Department of the United States or the Internal Revenue Service or any member of the Congress or the State legislature or favorably reported for passage to either House of the Congress by any committee of such House to which such legislation has been referred for consideration, or a decision rendered by a court established under Article III of the Constitution of the United States or of the State or by the United States Tax Court, or an order, ruling, regulation (final, temporary or proposed) press release, official statement or other form of notice issued or made: (i) by or on behalf of the United States Treasury Department or by or on behalf of the Internal Revenue Service or other governmental agency, with the purpose or effect, directly or indirectly, of causing inclusion in gross income for purposes of federal income taxation (except with respect to the Federally Taxable Maturity) or State income taxation of the interest received by the owners of the Bonds; or (ii) by or on behalf of the SEC, or any other governmental agency having jurisdiction over the subject matter thereof, to the effect that the Bonds, or obligations of the general character of the Bonds, including any and all underlying arrangements, are not exempt from registration under the Securities Act of 1933, as amended or that the issuance, offering or sale of obligations of the general character of the Bonds, as contemplated hereby or by the Official Statement or otherwise is or would be in violation of the federal securities laws as amended and then in effect; (2) legislation enacted by the declaration State legislature or a decision rendered by a Court of war the State, or engagement a ruling, order, or regulation (final or temporary) made by State authority, which would have the effect of changing, directly or indirectly, the State tax consequences of interest on obligations of the general character of the Bonds in the hands of the holders thereof; (3) there shall have occurred (1) an outbreak or escalation of major military hostilities or the declaration by the United States of a national emergency or the occurrence of war or (2) any other national or international emergency or calamity or crisis relating to in the effective operation financial markets of the government United States or elsewhere or the financial community in the United Statesescalation of such calamity or crisis; (34) the declaration of a general banking moratorium by federal, New York or California authorities, or the general suspension of trading on any national securities exchange or fixing of minimum or maximum prices for trading or maximum ranges for prices on any national security exchange, whether by virtue of a determination of that exchange or by order of the SEC or any other governmental authority having jurisdiction or a material disruption in securities settlement, payment or clearance services affecting the Bonds shall have occurred; (4) the imposition by the New York Stock Exchange, other national securities exchange, or any governmental authority, of any material restrictions not now in force with respect to the Bonds, or obligations of the general character of the Bonds, or securities generally, or the material increase of any such restrictions now in force including those relating to the extension of credit by or the charge to the net capital requirements of underwriters; (5) an order, decree or injunction of any court of competent jurisdiction, or order, filing, regulation or official statement by the SEC, or any other governmental agency issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, as contemplated hereby or by the Official Statement, is or would be in violation of the federal securities laws, as amended and then in effect; (6) a decision by a court of the United States of America shall be rendered, or a stop order, release, regulation or no-action letter by or on behalf of the SEC or any other governmental agency having jurisdiction of the subject matter shall have been issued or made, to the effect that the issuance, offering or sale of the Bonds as contemplated by this Purchase Agreement or by the Official Statement, or any document relating to the issuance, offering or sale of the Bonds is or would be in violation of any provision of the federal securities laws at the Closing Date, including the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Trust Indenture Act of 1939, as amended; (7) the withdrawal, suspension or downgrading or negative change in credit status, or notice of potential withdrawal, suspension or downgrading or negative change in credit status, of any underlying rating of the District's outstanding indebtedness by a national rating agency. (8) any event occurring, or information becoming known which makes untrue in any material adverse respect any statement or information contained 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; (9) any fact or event shall exist or have existed that, in the Underwriter’s judgment, requires or has required an amendment of or supplement to the Official Statement; (10) any state Blue Sky or securities commission, or other governmental agency or body, shall have withheld registration, exemption or clearance of the offering of the Bonds as described herein, or issued a stop order or similar ruling relating thereto; (11) any amendment shall have been made to the federal or State Constitution or action by any federal or State court, legislative body, regulatory body, or other authority materially adversely affecting the tax status of the District, its property, income securities (or interest thereon) or the validity or enforceability of the levy of taxes to pay principal of and interest on the Bonds;

Marketability. The Between the date hereof and the Closing, the market price or marketability or the ability of the Underwriter to enforce contracts for the sale of the Bonds, at the initial offering priceprices of the Bonds set forth in the Official Statement, shall not have been materially adversely affected, affected in the evidenced judgment of the Underwriter, Underwriter by reason of any of the following: (1) legislation enacted or introduced in the Congress or recommended for passage by the President of the United States, or of the Treasury Department of the United States or the Internal Revenue Service or any member of the Congress or the State legislature or favorably reported for passage to either House of the Congress by any committee of such House to which such legislation has been referred for consideration, or a decision rendered by a court established under Article III of the Constitution of the United States or of the State or by the United States Tax Court, with the purpose or effect, directly or indirectly, of causing the inclusion in gross income for purposes of federal income taxation of the interest received by the owners of the Bonds, or an order, ruling, regulation (final, temporary or proposed) press release, or official statement or other form of notice issued or made: (i) by or on behalf of the United States Treasury Department Department, or by or on behalf of the Internal Revenue Service or other governmental agencyService, with the purpose or effect, directly or indirectly, of causing inclusion in gross income for purposes of federal income taxation or State income taxation of the interest received by the owners of the Bonds; or (ii) by or on behalf of the SECSecurities and Exchange Commission, or any other governmental agency having jurisdiction over the subject matter thereof, to the effect that the Bonds, or obligations of the general character of the Bonds, including any and all underlying arrangements, are not exempt from registration under the Securities Act of 1933, as amended amended; (2) legislation enacted by the legislature of the State of California (the “State”), or that a decision rendered by a court of the issuanceState, offering or sale a ruling, order, or regulation (final or temporary) made by State authority, which would have the effect of changing, directly or indirectly, the State tax consequences of interest on obligations of the general character of the Bonds, as contemplated hereby or by Bonds in the Official Statement or otherwise is or would be in violation hands of the federal securities laws as amended and then in effectholders thereof; (23) the formal declaration of war by Congress or a new major engagement in or escalation of major military hostilities by order of the President of the United States States, or the occurrence of any other declared national emergency that interrupts or international emergency or calamity or crisis relating causes disorder to the effective operation of the government or the financial community markets in the United States; (34) the declaration of a general banking moratorium by federal, New York or California authorities, or the general suspension of trading on by the New York Stock Exchange, any national securities exchange or fixing of minimum or maximum prices for trading or maximum ranges for prices on any national security exchange, whether by virtue of a determination of that exchange or by order of the SEC or any other governmental authority having jurisdiction or a material disruption in securities settlement, payment or clearance services affecting the Bonds shall have occurredexchange; (45) the imposition by the New York Stock Exchange, other national securities exchange, or any governmental authority, of any material restrictions not now in force with respect to the Bonds, or obligations of the general character of the Bonds, or securities generally, or the material increase of any such restrictions now in force force, including those relating to the extension of credit by by, or the charge to the net capital requirements of underwritersof, the Underwriter; (56) an order, decree or injunction of any court of competent jurisdiction, or order, filing, regulation or official statement by the SECSecurities and Exchange Commission, or any other governmental agency having jurisdiction over the subject matter thereof, issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, as contemplated hereby or by the Official Statement, is or would be in violation of the federal securities laws, as amended and then in effect; (67) a decision by a court of the United States of America there shall be rendered, or a stop order, release, regulation or no-action letter by or on behalf of the SEC have occurred or any other governmental agency having jurisdiction of the subject matter notice shall have been issued or made, to the effect that the issuance, offering or sale of the Bonds as contemplated by this Purchase Agreement or by the Official Statement, or any document relating to the issuance, offering or sale of the Bonds is or would be in violation given of any provision of the federal securities laws at the Closing Dateintended downgrade, including the Securities Act of 1933suspension, as amended, the Securities Exchange Act of 1934, as amended, and the Trust Indenture Act of 1939, as amended; (7) the withdrawal, suspension or downgrading withdrawal or negative change in credit status, or notice of potential withdrawal, suspension or downgrading or negative change in watch status by any national credit status, of any underlying rating agency of the District's ’s outstanding indebtedness by a national rating agency.(without regard to any bond insurance); (8) any event occurring, or information becoming known which which, in the reasonable judgment of the Underwriter, makes untrue in any material adverse respect any statement or information contained 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; (9) any fact or event shall exist or have existed that, the suspension by the SEC of trading in the Underwriter’s judgment, requires or has required an amendment outstanding securities of or supplement to the Official StatementDistrict; (10) any state Blue Sky or securities commission, or other governmental agency or body, shall have withheld registration, exemption or clearance of the offering of the Bonds as described herein, or issued a stop order or similar ruling relating thereto; (11) any amendment shall have been made to the federal or State Constitution or action by any federal or State court, legislative body, regulatory body, or other authority materially adversely affecting the tax status of the District, its property, income securities (or interest thereon) or the validity or enforceability of the levy of taxes to pay principal of and interest on the Bonds;; or (11) 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, governmental authority, board, agency or commission.

Marketability. The Between the date hereof and the Closing Date, the market price or marketability or the ability of the Underwriter to enforce contracts for the sale of the Bonds, at the initial offering priceprices set forth in the Official Statement, shall not have been materially adversely affected, in the judgment of the Underwriter, affected by reason of any of the following: (1) legislation enacted or introduced in the Congress or recommended for passage by the President of the United States, or of the Treasury Department of the United States or the Internal Revenue Service or any member of the Congress or the State legislature or favorably reported for passage to either House of the Congress by any committee of such House to which such legislation has been referred for consideration, or a decision rendered by a court established under Article III of the Constitution of the United States or of the State or by the United States Tax Court, or an order, ruling, regulation (final, temporary or proposed) press release, official statement or other form of notice issued or made: (i) by or on behalf of the United States Treasury Department or by or on behalf of the Internal Revenue Service or other governmental agency, with the purpose or effect, directly or indirectly, of causing inclusion in gross income for purposes of federal income taxation or State income taxation of the interest received by on obligations of the owners general character of the Bonds, or of the interest on the Bonds as described in the Official Statement, or other actions or events shall have transpired that may have the purpose or effect, directly or indirectly, of changing state income tax consequences of any of the transactions contemplated herein; or (ii) by or on behalf of the SECSecurities and Exchange Commission, or any other governmental agency having jurisdiction over the subject matter thereof, to the effect that the Bonds, or obligations of the general character of the Bonds, including any and all underlying arrangements, are not exempt from registration under the Securities Act of 1933, as amended or that the issuance, offering or sale of obligations of the general character of the Bonds, as contemplated hereby or by the Official Statement or otherwise is or would be in violation of the federal securities laws as amended and then in effectamended; (2) the declaration of war or engagement in or material escalation of major military hostilities by the United States or the occurrence of any other national or international emergency or calamity or crisis relating to the effective operation of the government or the financial community in the United States; (3) the declaration of a general banking moratorium by federal, New York or California authorities, or the general suspension of trading on any national securities exchange or fixing of minimum or maximum prices for trading or maximum ranges for prices on any national security exchange, whether by virtue of a determination of that exchange or by order of the SEC Securities and Exchange Commission or any other governmental authority having jurisdiction or a material disruption in securities settlement, settlement payment or clearance services affecting the Bonds shall have occurred; (4) the imposition by the New York Stock Exchange, other national securities exchange, or any governmental authority, of any material restrictions not now in force with respect to the Bonds, or obligations of the general character of the Bonds, or securities generally, or the material increase of any such restrictions now in force including those relating to the extension of credit by or the charge to the net capital requirements of underwriters; (5) an order, decree or injunction of any court of competent jurisdiction, or order, filing, regulation or official statement by the SECSecurities and Exchange Commission, or any other governmental agency issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, as contemplated hereby or by the Official Statement, is or would be in violation of the federal securities laws, as amended and then in effect; (6) a decision by a court of the United States of America shall be rendered, or a stop order, release, regulation or no-action letter by or on behalf of the SEC or any other governmental agency having jurisdiction of the subject matter shall have been issued or made, to the effect that the issuance, offering or sale of the Bonds as contemplated by this Purchase Agreement or by the Official Statement, or any document relating to the issuance, offering or sale of the Bonds is or would be in violation of any provision of the federal securities laws at the Closing Date, including the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Trust Indenture Act of 1939, as amended; (7) the withdrawal, suspension or downgrading or negative change in credit status, or notice of potential withdrawal, suspension or downgrading or negative change in credit status, of any underlying rating of the District's outstanding indebtedness by a national rating agency.; (8) any event occurring, or information becoming known which makes untrue in any material adverse respect any statement or information contained 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; (9) any fact or event shall exist or have existed that, in the Underwriter’s judgment, requires or has required an amendment of or supplement to the Official Statement; (10) any state Blue Sky or securities commission, or other governmental agency or body, shall have withheld registration, exemption or clearance of the offering of the Bonds as described herein, or issued a stop order or similar ruling relating thereto; (11) any amendment shall have been made to the federal or State Constitution or action by any federal or State court, legislative body, regulatory body, or other authority materially adversely affecting the tax status of the District, its property, income securities (or interest thereon) or the validity or enforceability of the levy of taxes to pay principal of and interest on the Bonds; (12) 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, governmental authority, board, agency or commission; (13) there shall have occurred since the date of this Purchase Agreement any materially adverse change in the affairs, management or financial condition of the District; (14) the suspension by the Securities and Exchange Commission (the “SEC”) of trading in the outstanding securities of the District; (15) any proceeding shall have been commenced or threatened in writing by the SEC against the District; or (16) other disruptive events, occurrences or conditions in the securities or debt markets.