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9 <br />4821-4853-6027v3/200434-0005 <br />securities exchange, which, in the Underwriter’s reasonable opinion, materially adversely affects the <br />marketability or market price of the Bonds; or <br />(ix) the New York Stock Exchange, or other national securities exchange or <br />association or any governmental authority, shall impose as to the Bonds, or obligations of the general <br />character of the Bonds, any material restrictions not now in force, or increase materially those now in <br />force, with respect to the extension of credit by or the charge to the net capital requirements of broker <br />dealers; or <br />(x) trading in securities on the New York Stock Exchange or the American Stock <br />Exchange shall have been suspended or limited or minimum prices have been established on either <br />such exchange which, in the Underwriter’s reasonable opinion, materially adversely affects the <br />marketability or market price of the Bonds; or <br />(xi) any rating of the Bonds or the rating of any general fund obligations of the <br />City shall have been downgraded or withdrawn by a national rating service, which, in the reasonable <br />opinion of the Underwriter, materially adversely affects the market price of the Bonds; or <br />(xii) any action shall have been taken by any government in respect of its <br />monetary affairs which, in the reasonable opinion of the Underwriter, has a material adverse effect on <br />the United States securities market, rendering the marketing and sale of the Bonds, or enforcement of <br />sale contracts with respect thereto impracticable; or <br />(xiii) the commencement of any action, suit or proceeding described in <br />Section 6(m). <br />(e) At or prior to the Closing, the Underwriter shall receive or have received the <br />following documents, in each case to the reasonable satisfaction, in form and substance, of the <br />Underwriter and ___________________, __________, California (“Underwriter’s Counsel”): <br />(i) a copy of the default judgment, dated ________, 2021, entered in favor of the <br />City in connection with City of Santa Ana v. All Persons Interested, etc., Case No _____________ <br />filed in the Superior Court of California, County of Orange; <br />(ii) all resolutions relating to the Bonds adopted by the City and certified by an <br />authorized official of the City, authorizing the execution and delivery of the Legal Documents and <br />the delivery of the Bonds and the Official Statement; <br />(iii) the Legal Documents duly executed and delivered by the respective parties <br />thereto, with only such amendments, modifications or supplements as may have been agreed to in <br />writing by the Underwriter; and <br />(iv) the approving opinion of Bond Counsel, dated the date of Closing and <br />addressed to the City, in substantially the form attached as Appendix [B] to the Preliminary the <br />Official Statement and the Official Statement, together with a reliance letter thereon addressed to the <br />Underwriter; <br />(v) a supplemental opinion of Bond Counsel dated the date of Closing and <br />addressed to the Underwriter, to the effect that: