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10 <br />federal securities laws, including the Securities Act of 1933, as amended and as then in <br />effect, or that the Indenture needs to be qualified under the Trust Indenture Act of 1939, <br />as amended and as then in effect; or <br /> <br />(v) additional material restrictions not in force as of the date hereof shall have <br />been imposed upon trading in securities generally by any governmental authority or by <br />any national securities exchange which restrictions materially adversely affect the <br />Underwriter’s ability to trade the Bonds; or <br /> <br />(vi) a general banking moratorium shall have been established by federal or <br />State authorities; or <br /> <br />(vii) there shall have occurred any outbreak of hostilities or other local, <br />national or international calamity or crisis, or a default with respect to the debt <br />obligations of, or the institution of proceedings under the federal bankruptcy laws by or <br />against, any state of the United States or agency thereof, or any city in the United States <br />having a population of over one million, the effect of which on the financial markets of <br />the United States will be such as in the Underwriter’s reasonable judgment, makes it <br />impracticable for the Underwriter to market the Bonds or enforce contracts for the sale of <br />the Bonds; or <br /> <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withdrawn by a national rating service, which, in the Underwriter’s reasonable opinion, <br />materially adversely affects the marketability or market price of the Bonds; or <br /> <br />(ix) the commencement of any action, suit or proceeding described in <br />Paragraphs 6(f) or 7(f) hereof which, in the judgment of the Underwriter, materially <br />adversely affects the market price of the Bonds; or <br /> <br />(x) there shall be in force a general suspension of trading on the New York <br />Stock Exchange; or <br /> <br />(xi) there shall have been any materially adverse change in the affairs of the <br />Authority or the City which in the Underwriter’s reasonable judgment materially adversely <br />affects the ability of the Underwriter to market the Bonds. <br /> <br />(d) Closing Documents. At or prior to the Closing, the Underwriter shall receive with <br />respect to the Bonds (unless the context otherwise indicates) the following documents: <br /> <br />(1) Bond Opinion. An approving opinion of Bond Counsel dated the date of <br />the Closing and substantially in the form appended to the Official Statement, together <br />with a letter from such counsel, dated the date of the Closing and addressed to the <br />Underwriter, to the effect that the foregoing opinion addressed to the Authority and the <br />City may be relied upon by the Underwriter to the same extent as if such opinion were <br />addressed to them. <br /> <br />(2) Supplemental Opinion. A supplemental opinion or opinions of Bond <br />Counsel addressed to the Underwriter, in form and substance acceptable to the <br />Underwriter, and dated the date of the Closing substantially to the following effect: <br /> <br />8.C. - Page 232