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137 <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 force, <br /> or maximum ranges for prices for securities shall have been required and be in force on the New <br /> York Stock Exchange whether by virtue of a determination by that Exchange or by order of the <br /> Securities and Exchange Commission or any other governmental authority having 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 material <br /> disruption in commercial banking or securities settlement or clearances services shall have occurred <br /> such as to make it, in the judgment of the Underwriters, impractical or inadvisable to proceed with <br /> 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 order <br /> to make the statements contained therein not misleading in any material respect and requires an <br /> amendment of or supplement to the Official Statement and the effect of which, in the judgment of <br /> the Underwriters, would materially adversely affect the market for the Bonds or the sale, at the <br /> 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 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 /> -9- <br />