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12 <br />4887-1989-4478v4/200356-0620 <br />(b) At the time of the Closing, the Authority Documents and the City Documents <br />shall be in full force and effect, and shall not have been amended, modified, or supplemented (except <br />as may be agreed to in writing by the Underwriter); all actions that, in the opinion of Jones Hall, A <br />Professional Law Corporation, San Francisco, California, Bond Counsel (“Bond Counsel”), shall be <br />necessary in connection with the transactions contemplated hereby shall have been duly taken and <br />shall be in full force and effect; the Authority shall perform or shall have performed its obligations <br />required under or specified in the Authority Documents to be performed at or prior to the Closing; <br />and the City shall perform or shall have performed its obligations required under or specified in the <br />City Documents to be performed at or prior to the Closing. <br />(c) At the time of the Closing, the Official Statement (as amended and <br />supplemented) shall be true and correct in all material respects, and shall not omit any statement or <br />information necessary to make the statements therein, in the light of the circumstances under which <br />they were made, not misleading. <br />(d) Except as disclosed in the Official Statement or in a schedule delivered to the <br />Underwriter at the Closing, no decision, ruling, or finding shall have been entered by any court or <br />Governmental Authority since the date of this Purchase Agreement (and not reversed on appeal or <br />otherwise set aside) that has any of the effects described in Section 8(f) hereof. <br />(e) (i) No default by the Authority or the City shall have occurred and be <br />continuing in the payment of the principal of or premium, if any, or interest on any bond, note, or <br />other evidence of indebtedness issued by the Authority or the City, and (ii) no bankruptcy, <br />insolvency, or other similar proceeding in respect of the Authority or the City shall be pending or, to <br />the knowledge of the Authority or the City, contemplated. <br />(f) The Underwriter may terminate this Purchase Agreement by written <br />notification to the Authority and the City if at any time after the date hereof and prior to the Closing: <br />(1) legislation shall have been enacted by the United States or the State or <br />shall have been reported out of committee or be pending in committee, or a decision <br />shall have been rendered by a court of the United States or the Tax Court of the <br />United States, or a ruling shall have been made or a regulation, proposed regulation, <br />or a temporary regulation shall have been published in the Federal Register or any <br />other release or announcement shall have been made by the Treasury Department of <br />the United States or the Internal Revenue Service, with respect to Federal or State <br />taxation upon revenues or other income or payments of the general character to be <br />derived by the City or upon interest received on obligations of the general character <br />of the Bonds, which, in the reasonable opinion of the Underwriter (after consultation <br />with, and receipt of advice from, the City), materially adversely affects the market for <br />the Bonds; or <br />(2) in the reasonable opinion of the Underwriter (after consultation with, <br />and receipt of advice from, the City or its municipal advisor), any of the following <br />events materially adversely affects the market for the Bonds: (a) the United States <br />shall have become engaged in hostilities that have resulted in a declaration of war or <br />a national emergency or the President of the United States of America shall have <br />committed the armed forces of the United States of America to combat so as to <br />adversely affect the financial markets in the United States of America, (b) any other <br />8.A. - Page 223 of 255 <br />851