Orange County NC Website
104 <br /> or of the Trust Indenture Act of 1939, as amended or with the purpose or effect of otherwise <br /> prohibiting the issuance, sale or delivery of the Bonds, as contemplated hereby, or of obligations <br /> of the general character of the Bonds; or <br /> (iii) There shall have occurred any outbreak or escalation of hostilities or <br /> other national or international calamity or crisis, the effect of such outbreak, calamity or crisis on <br /> the financial markets of the United States being such as, in the Underwriters' judgment, would <br /> materially adversely affect the market for, or market price of,the Bonds; or <br /> (iv) There shall be in force a general suspension of trading on the New York <br /> Stock Exchange or minimum or maximum prices for trading shall have been fixed and be in <br /> force, or maximum ranges for prices for securities shall have been required and be in force on the <br /> New York Stock Exchange whether by virtue of a determination by that Exchange or by order of <br /> the Securities and Exchange Commission or any other governmental authority having <br /> jurisdiction; or <br /> (v) A general banking moratorium shall have been declared by federal, State <br /> or New York authorities having jurisdiction, and be in force, or a major financial crisis or a <br /> material disruption in commercial banking or securities settlement or clearances services shall <br /> have occurred such as to make it, in the judgment of the Underwriters, impractical or inadvisable <br /> to proceed with the offering of the Bonds as contemplated in the Official Statement; or <br /> (vi) an event shall occur which makes untrue or incorrect in any material <br /> respect, as of the time of such event, any statement or information contained in the Official <br /> Statement or which is not reflected in the Official Statement but should be reflected therein in <br /> order to make the statements contained therein not misleading in any material respect and <br /> requires an amendment of or supplement to the Official Statement and the effect of which, in the <br /> judgment of the Underwriters, would materially adversely affect the market for the Bonds or the <br /> sale,at the contemplated offering prices(or yields),by the Underwriters of the Bonds; or <br /> (vii) any of Fitch Ratings Inc. ("Fitch"), Moody's Investors Service, Inc. <br /> ("Moody's)or S&P Global Ratings, a business unit of Standard&Poor's Financial Services LLC <br /> ("S&P") shall have taken any action to lower, suspend or withdraw their respective ratings on the <br /> Bonds and such action, in the opinion of the Underwriters, would adversely affect the market <br /> price or marketability of the Bonds. <br /> (d) At the Closing,the Underwriters shall receive the following documents: <br /> (i) Duly executed or certified copies of each of the Trust Agreement and <br /> Deed of Trust; <br /> (ii) The approving opinion of Bond Counsel in the form set forth in <br /> Appendix D of the Official Statement together with a supplemental opinion in form and substance <br /> satisfactory to the Underwriters, and a reliance letter addressed to the Underwriters, each of <br /> which shall be dated the Closing Date; <br /> (iii) The opinion of John L. Roberts, Esq., County Attorney, dated the <br /> Closing Date and addressed to the Underwriters and Bond Counsel in form and substance <br /> satisfactory to the Underwriters; <br /> -9- <br />