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documents:
<br />(8) there shall have occurred or any notice shall have been given of any
<br />intended review, downgrading, suspension, withdrawal, or negative change in credit
<br />watch status by any national rating service to any of the Authority's or the City's
<br />obligations secured in a like manner, which, in the Underwriter's reasonable opinion,
<br />materially adversely affects the marketability or market price of the Bonds; or
<br />(9) the commencement of any action, suit, or proceeding described in
<br />Section 6(1) or 7(n) that, in the judgment of the Underwriter, materially adversely
<br />affects the market price of the Bonds; or
<br />(10) any event occurring, or information becoming known that, in the
<br />reasonable judgment of the Underwriter, makes any statement or information
<br />contained in the Official Statement, as of its date, untrue in any material adverse
<br />respect, or has the effect that the Official Statement, as of its date, contains any untrue
<br />statement of a material fact or omits to state a material fact necessary to make the
<br />statements therein, in the light of the circumstances under which they were made, not
<br />misleading.
<br />(g) At or prior to the Closing, the Underwriter shall receive the following
<br />(1) the opinion of Bond Counsel, dated the Closing Date, in substantially
<br />the form included in the Official Statement as Appendix C, addressed to the
<br />Authority (and accompanied by reliance letters to the Underwriter, the City and U.S.
<br />Bank);
<br />(2) a supplemental opinion of Bond Counsel, in form and substance
<br />satisfactory to the Underwriter, dated the Closing Date, addressed to the Underwriter,
<br />to the effect that:
<br />(i) the Purchase Contract has been duly executed and delivered
<br />by the Authority and the City and (assuming due authorization, execution and
<br />delivery by and enforceability against the Underwriter) is valid and binding upon the
<br />City, subject to laws relating to bankruptcy, insolvency, reorganization or creditors'
<br />rights generally and to the application of equitable principles;
<br />(ii) the Bonds are not subject to registration requirements of the
<br />Securities Act of 1933, as amended, and the Indenture is exempt from qualification
<br />pursuant to the Trust Indenture Act of 1939, as amended; and
<br />(iii) the statements contained in the Official Statement under the
<br />captions "INTRODUCTION," "THE FINANCING PLAN," "THE BONDS,"
<br />"SECURITY FOR THE BONDS," "TAX MATTERS," "APPENDIX B—
<br />SUMMARY OF CERTAIN DEFINED TERMS AND PRINCIPAL LEGAL
<br />DOCUMENTS" and "APPENDIX C—FORM OF FINAL OPINION OF BOND
<br />COUNSEL," insofar as such statements expressly summarize certain provisions of
<br />the Indenture, the Installment Purchase Agreement, the Bonds, and the opinion of
<br />Bond Counsel concerning certain federal tax matters relating to the Bonds, are
<br />accurate in all material respects; and
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<br />Error! Unknown document property name.
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