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the Official Statement to contain any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and in either such event (i) the City refuses to permit the Official Statement to be supplemented to supply such statement or information in a manner satisfactory to the Underwriter or (ii) the effect of the Official Statement as so supplemented is, in the judgment of the Underwriter, to materially adversely affect the market price or marketability of the Bonds or the ability of the Underwriter to enforce contracts for the sale, at the contemplated offering prices (or yields) of the Bonds; or (x) since the date of this Purchase Agreement, any materially adverse change in the operations, affairs or financial condition of the City, except for changes which the Official Statement discloses are expected to occur. (d) at or prior to the Closing, the Underwriter shall have received each of the following documents: (1) executed copies of each of the City Documents; (2) the Official Statement, together with any supplements or amendments thereto in the event the Official Statement has been supplemented or amended, with the Official Statement and each supplement or amendment (if any) signed on behalf of the City by its authorized officer; (3) the Preliminary Official Statement, a certificate pursuant to Rule 15c2-12 related to the Preliminary Official Statement signed on behalf of the City by authorized representatives thereof, (4) copies of the adopted Resolution, certified by the Clerk of the City Council as having been duly enacted by the City Council of the City and as being in full force and effect; (5) a certificate of the City executed by its authorized officer, dated the Closing, in form and substance satisfactory to the Underwriter, to the effect that: (i) the representations and warranties of the City contained in this Purchase Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date; (ii) except as disclosed in the Preliminary Official Statement and the Official Statement, no litigation is pending or, to the best of such official's knowledge, threatened against the City (a) to prohibit, restrain or enjoin the sale or delivery of the Bonds; (b) in any way contesting or affecting the validity of the City Documents to which the City is a party; (c) attempting to limit, enjoin or otherwise restrict or prevent the City from collecting revenues and other income, and applying them pursuant to the Official Statement including payments on the Bonds, and other income or the anticipated receipt of the Gas Tax Revenues; or (d) in any way contesting the existence or powers of the City; and (iii) no event affecting the City has occurred since the date of the Official Statement which either makes untrue or incorrect in any material respect as of the Closing Date any statement or information contained in the Official Statement relating to the City (excluding therefrom information relating to DTC and the book -entry system, the information under the caption 'UNDERWRITING") or is not reflected in the Official Statement but should be reflected therein in order to make the statements and information therein relating to the City not misleading; (6) A certificate of U.S. Bank National Association as trustee, dated the Closing Date, signed by a duly authorized official of the Trustee, satisfactory in form and substance to the Underwriter, to the effect that: (i) it is duly organized and existing under and by virtue of the laws 55A 1136