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138 <br /> settlement or clearances services shall have occurred such as to make it, in the <br /> judgment of the Underwriters, impractical or inadvisable to proceed with the <br /> offering of the Bonds as contemplated in the Official Statement; or <br /> (vi) an event shall occur which makes untrue or incorrect in any <br /> material respect, as of the time of such event, any statement or information <br /> contained in the Official Statement or which is not reflected in the Official <br /> Statement but should be reflected therein in order to make the statements contained <br /> therein not misleading in any material respect and requires an amendment of or <br /> supplement to the Official Statement and the effect of which, in the judgment of the <br /> 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 <br /> Bonds; or <br /> (vii) any of Fitch Ratings Inc. ("Fitch"),Moody's Investors Service, <br /> Inc. ("Moody's) or S&P Global Ratings, a business unit of Standard & Poor's <br /> Financial Services LLC ("S&P") shall have taken any action to lower, suspend or <br /> withdraw their respective ratings on the Bonds and such action, in the opinion of the <br /> Underwriters,would adversely affect the market price or marketability of the Bonds. <br /> (d) At the Closing, the Underwriters shall receive the following <br /> documents: <br /> (1) Duly executed or certified copies of each of the Trust <br /> Agreement and Deed of Trust; <br /> (ii) The approving opinion of Bond Counsel in the form set forth <br /> in Appendix D of the Official Statement together with a supplemental opinion in <br /> form and substance satisfactory to the Underwriters, and a reliance letter addressed <br /> to the Underwriters, each of which shall be dated the Closing Date; <br /> (iii) The opinion of John L. Roberts, Esq., County Attorney, dated <br /> the Closing Date and addressed to the Underwriters and Bond Counsel in form and <br /> substance satisfactory to the Underwriters; <br /> (iv) An opinion of McGuireWoods LLP, as counsel to the <br /> Underwriters, dated the Closing Date and addressed to the Underwriters in form and <br /> substance satisfactory to the Underwriters; <br /> (v) A certificate, dated the Closing Date, of the duly authorized <br /> representative(s) or officer(s) of the County and in form and substance satisfactory <br /> to the Underwriters, to the effect that (A) the representations and agreements of the <br /> County herein are true and correct in all material respects as of the date of Closing; <br /> (B) there are not pending or, to such officials' knowledge, threatened legal <br /> -12- <br />