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• (d) there shall have occurred any outbreak of hostilities or other local, national or <br />international calamity or crisis, or a default with respect to the debt obligations of, or the <br />institution of proceedings under the federal bankruptcy laws by or against, the County, any state <br />of the United States or agency thereof, or any county or city located in the United States having a <br />population of over one million persons, the effect of which on the financial markets of the United <br />States will be such as, in the reasonable judgment of the Underwriter, makes it impracticable for <br />the Underwriter to market the Bonds or enforce contracts for the sale of the Bonds; <br />(e) there shall have occurred and be in force a general suspension of trading on the <br />New York Stock Exchange or other national securities exchange, or minimum or maximum <br />prices for trading shall have been fixed and be in force, or maximum ranges for prices for <br />securities shall have been required and be in force on the New York Stock Exchange or other <br />national securities exchange, whether by virtue of a determination by any such exchange or by <br />order of the Securities and Exchange Commission or any other governmental authority having <br />jurisdiction; <br />(f) a general banking moratorium shall have been declared by federal, State of North <br />Carolina or State of New York authorities having jurisdiction and be in force; <br />(g) there shall occur any material adverse change in the affairs of the County or the <br />Company that is not disclosed in the Official Statement; <br />• (h) there shall be established any new restriction on transactions in securities <br />materially affecting the free market for securities (including the imposition of any limitation on <br />interest rates) or the extension of credit by, or the charge to the net capital requirements of the <br />Underwriter established by the New York Stock Exchange, the Securities and Exchange <br />Commission, any other federal or state agency or the Congress of the United States, or by <br />Executive Order; or <br />(i) a decision of any federal or state court or a ruling or regulation (final, temporary <br />or proposed) of the Securities and Exchange Commission or other governmental agency shall <br />have been made or issued that would (i) make the Bonds, or securities similar to the Bonds <br />subject to the registration requirements of the Securities Act of 1933, as amended, or (ii) require <br />the qualification of an indenture in respect of the Bonds or any such securities under the Trust <br />Indenture Act of 1939, as amended. <br />7. Conditions to Obligations of the Underwriter. The obligation of the Underwriter <br />to purchase the Bonds is subject: <br />(a) to the performance by the Company of its obligations to be performed hereunder <br />at and before the Closing; <br />(b) to the performance by the County of its obligations to be performed under the <br />Letter of Representation at and prior to the Closing; <br />• (c) to the accuracy of the representations and warranties of the Company herein as of <br />the date hereof and as of the time of the Closing; <br />7 <br />3025651v2 15249.06084 <br />