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insolvency by or against the County or any instrumentality of the County, which, in the reasonable
<br />opinion of the Underwriter, affects materially and adversely the market for the Bonds; or (iv) there
<br />shall have occurred a general suspension of trading on the New York Stock Exchange or the
<br />declaration of a general banking moratorium by the United States, New York State or the State of
<br />Florida authorities; or (v) an event described in Paragraph 6(I) hereof shall have occurred which in
<br />the reasonable opinion of the Underwriter requires the preparation and publication of a supplement
<br />or amendment to the Official Statement, which, in the reasonable opinion of the Underwriter, affects
<br />materially and adversely the marketability of the Bonds or the market price thereof; or (vi) any
<br />rating of the County's bonds shall have been downgraded, withdrawn or placed on a "watch" list by
<br />Fitch Investors Service, Moody's Investors Service or Standard & Poor's Corporation, and such
<br />action, in the reasonable opinion of the Underwriter, will materially adversely affect the marketability
<br />of the Bonds or the market price thereof; or (vu) there shall have occurred since September 30, 1991
<br />any material adverse change in the affairs of the County, except for changes which the Official
<br />Statement discloses have occurred or may occur; or (viii) legislation shall be enacted or any action
<br />shall be taken by the Securities and Exchange Commission which, has the effect of requiring the
<br />contemplated distribution of the Bonds to be registered under the Securities Act of 1933, as
<br />amended, or the Resolution to be qualified under the Trust Indenture Act of 1939, as amended; or
<br />(ix) a stop order, ruling, regulation or official statement by or on behalf of the Securities and
<br />Exchange Commission shall be issued or made to the effect that the issuance, offering or sale of the
<br />Bonds, or of obligations of the general character of the Bonds as contemplated hereby, is in violation
<br />of any provision of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
<br />amended, or the Trust Indenture Act of 1939, as amended; or (x) any state "Blue Sky" or securities
<br />commission shall have withheld registration, exemption or clearance of the offering, and in the
<br />reasonable judgment of the Underwriter, the market for the Bonds is materially adversely affected
<br />thereby;
<br />(e) at or prior to the Closing, as authorized by the Resolution, the County shall
<br />have appointed the Paying Agent and Registrar and the Escrow Agent;
<br />(1) at or prior to the Closing, the Underwriter shall receive two (2) executed
<br />copies, and such number of duplicate copies as the Underwriter may reasonably request, of the
<br />following documents:
<br />(1) (i) the unqualified approving opinion of Bond Counsel dated the
<br />date of Closing and addressed to the County, in substantially the form included in Appendix
<br />E to the Preliminary Official Statement relating to the Bonds, (ii) an opinion of Bond
<br />Counsel dated the date of Closing and addressed to the Underwriter stating that the
<br />Underwriter may rely on the opinion referred to in (i), and (iii) the opinion of Bond
<br />Counsel that the lien of the Refunded Obligations has been terminated;
<br />(2) an opinion of legal counsel for the County dated the date of Closing
<br />and addressed to the Underwriter in substantially the form attached hereto as Exhibit C;
<br />(3) a certificate of the County dated the date of Closing, signed by the
<br />Chairman of the County and the County Attorney, to the effect that, to the best of his
<br />knowledge, (i) the representations and warranties of the County herein are true and correct
<br />in all material respects as of the date of the Closing; (ii) since September 30, 1991, no
<br />material and adverse change has occurred in the business, properties, other assets and
<br />financial position of the County or results of operations of the County and the audited
<br />financial statements of such date present fairly the business, properties, other assets and
<br />financial position of the County as of the dale thereof and the result of its operations for
<br />the period therein described; and (iii) the Official Statement does not contain any untrue
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