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authority or by any national securities exchange, which restrictions materially
<br />adversely affect the ability of underwriters to trade obligations of the general
<br />character of the Bonds; or
<br />(viii) any rating of the Bonds shall have been downgraded, suspended, or
<br />withdrawn by a national rating service, which, in the Underwriter's reasonable
<br />opinion, materially adversely affects the marketability or market price of the
<br />Bonds; or
<br />(ix) the commencement of any action, suit, or proceeding described in
<br />Section 6(M) or 7(M) that, in the judgment of the Underwriter, materially
<br />adversely affects the market price of the Bonds; or
<br />(x) [any rating of the Bond Insurer shall have been downgraded,
<br />suspended, or withdrawn by a national rating service, which, in the Underwriter's
<br />reasonable opinion, materially adversely affects the marketability or market price
<br />of the Bonds;] or
<br />(xi) 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
<br />untrue statement of a material fact or omits to state a material fact necessary to
<br />make the statements therein, in the light of the circumstances under which they
<br />were made, not misleading.
<br />(G) At or prior to the Closing, the Underwriter shall receive the following
<br />documents:
<br />(1) the opinion of Bond Counsel, dated the Closing Date, in
<br />substantially 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, [the Bond
<br />Insurer], and the Trustee);
<br />(2) a supplemental opinion of Bond Counsel, in form and substance
<br />satisfactory to the Underwriter, dated the Closing Date, addressed to the Authority and
<br />the Underwriter, to the effect that:
<br />(i) the Purchase Contract has been duly authorized, executed, and
<br />delivered by the City and the Authority and, assuming due authorization,
<br />execution, and delivery by the Underwriter, such documents constitute the legal,
<br />valid, and binding agreement of the City and the Authority enforceable in
<br />accordance with its terms, subject to laws relating to bankruptcy, insolvency, or
<br />other laws affecting the enforcement of creditors' rights generally and the
<br />application of equitable principles if equitable remedies are sought;
<br />46331186.2
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