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(d) Between the date hereof and the Closing, the market pnce of the Bonds reflected in Appendix A shall not have been materially adversely affected in the judgment of the Purchaser (evidenced by a written notice to the Issuer terminating the obligation of the Purchaser to accept delivery of and pay for the Bonds) by reason of any of the following (i) legislation enacted or introduced in the Congress or recommended for passage by the President 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 (final, temporary or proposed) or official statement issued or made (A) by or on behalf of the United States Treasury Department, or by or on behalf of the Internal Revenue Service, 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 (B) by or on behalf of the Securities 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, (ii) legislation enacted by the legislature of the State of California (the "State"), or a decision rendered by a court of the State, or a ruling, order or regulation (final or temporary) made by the 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, (iii) an order, decree or injunction of any court of competent jurisdiction, or an order, filing, regulation or official statement by the Securities having Exchange Commission, or any other governmental agency h g jurisdiction over the subject matter thereof, issued or made to the effect that the issuance or sale of the Bonds, as contemplated hereby, is or would be in violation of the federal securities laws, as amended and then in effect, (iv) the occurrence of any adverse change of a material nature of the financial condition, results of operation or properties of the Issuer, or (v) the withdrawal or downgrading of any rating of any of the Issuer's outstanding indebtedness by a national rating agency, (e) At or prior to the date of the Closing, the Purchaser shall receive copies of the following documents satisfactory in form and substance thereto 10 2763992 2