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York Stock Exchange, whether by virtue of a determination by that exchange or by order of the Securities and Exchange Commission or any other governmental authority having jurisdiction; or (vii) a general banking moratorium shall have been declared by federal, New York or Florida authorities having jurisdiction and be in force; or (viii) any rating of the Series 1991 Bonds or any other obligations of the County shall have been downgraded or withdrawn by Standard & Poor's Corporation or Moody's Investors Service, and such action, in the opinion of the Underwriter, will materially adversely affect the marketability of the Series 1991 Bonds or the market price thereof; or (ix) any appeal is taken, or the appeal period has not expired, with respect to the validation and confirmation of the Series 1991 Bonds by judgment of the 19th Judicial Circuit in and for Indian River County, Florida on August 27, 1991; and (c) At or prior to the Closing, we shall receive the following documents in such numbers as shall be reasonably requested and in form and substance satisfactory to the Underwriter and tot he Counsel to the Underwriter: (i) The unqualified approving opinion of Rhoads & Sinon, Bond Counsel, dated the Closing Date, substantially in the form included as Appendix B to the Official Statement, and a letter of such counsel, dated the Closing Date and addressed to the Underwriter, to the effect that such opinion may be relied upon by the Underwriter to the same extent as if such opinion were addressed to them; (ii) An opinion of Rhoads & Sinon dated the Closing Date and addressed to the Underwriter, to the effect that the Statements in the Official Statement under the sections entitled "Deee iption of the Series of 1991 Bonds", "Security and Sources of Payment", "Summary of Certain Provisions of the Resolution", "Tax Exemption" and in Appendix C, insofar as such statements summarize or describe the terms of the Series 1991 Bonds, the Resolution, and the tax-exempt status of. the Seri ee 1991. Bonds, arc accurate and correct in all material. respects; (iii) An opinion of Carlton), Fields, ward, Emmanuel., Smith & Cutler, P.A., Counsel to the Underwriter, dated the Closing Date and addressed to the Underwriter, to the effect that the Series 1991 Bonds ere exempted securities within the meaning of Section 3(a)(2) of the Securities Act and the Resolution is exempt from qualification under the Trust Indenture Act, and it is not necessary, in connection with the public offering and sain Of the Series 1991 9