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(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 price <br /> 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 Deed <br /> of Trust; <br /> (ii) The approving opinion of Bond Counsel in the form set forth in Appendix <br /> D of the Official Statement together with a supplemental opinion in form and substance satisfactory <br /> to the Underwriters , and a reliance letter addressed to the Underwriters , each of which shall be <br /> dated the Closing Date ; <br /> (iii) The opinion of John L. Roberts , Esq . , County Attorney, dated the Closing <br /> Date and addressed to the Underwriters and Bond Counsel in form and substance satisfactory to <br /> the Underwriters ; <br /> (iv) An opinion of McGuireWoods LLP , as counsel to the Underwriters , dated <br /> the Closing Date and addressed to the Underwriters in form and substance satisfactory to the <br /> Underwriters ; <br /> (v) A certificate , dated the Closing Date , of a duly authorized representative(s) <br /> or officer(s) of the County and in form and substance satisfactory to the Underwriters , to the effect <br /> that (A) the representations and agreements of the County herein are true and correct in all material <br /> respects as of the date of Closing; (B) there are not pending or, to such officials ' knowledge, <br /> threatened legal proceedings that will materially adversely affect the transactions contemplated <br /> hereby or by the Trust Agreement, or the validity or enforceability of the Bonds, or the security <br /> therefor; (C) the financial information relating to the County provided to the Underwriters presents <br /> fairly the financial position of the County as of the date indicated therein and the results of its <br /> operations for the period specified therein and the financial statements from which such information <br /> was derived have been prepared in accordance with applicable law with respect to the period <br /> involved ; (D) since June 30 , 2024 , there has not been any material adverse change in the financial <br /> condition of the County taken as a whole or no increase in the County ' s indebtedness for borrowed <br /> money, other than as disclosed in the Official Statement or otherwise disclosed in writing to the <br /> Underwriters ; (E) the information contained in the Official Statement as of the Closing Date is true <br /> and correct in all material respects and did not and does not contain any untrue or misleading <br /> statement of a material fact or omit to state any material fact necessary to make the statements <br /> therein, in the light of the circumstances under which they were made, not misleading; and (F) the <br /> County has complied with all agreements and satisfied all the conditions on its part required to be <br /> performed or satisfied at or prior to the Closing, other than those specified hereunder that have been <br /> waived by the Underwriters ; <br /> (vi) A photocopy of the Official Statement; <br /> (vii ) One counterpart original of a transcript of all proceedings taken by the <br /> County relating to the authorization and issuance of the Bonds ; <br /> (viii) Specimen Bonds ; <br /> -9- <br />