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and as then in effect ("Trust Indenture Act"); or (iii) legislation shall be enacted by the United States Congress, or a decision by a court of the United States of America shall be rendered, to the effect that obligations of the general character of the Bonds, including all the underlying obligations, are not exempt from registration under the Securities Act or the Securities Exchange Act; or (iv) there shall exist any event that requires an amendment or supplement to the Official Statement which would materially and adversely affect the marketability of the Bonds; or (v) there shall have occurred any outbreak of hostilities or other national or international calamity or crisis, the effect of such outbreak, calamity or crisis on the financial markets of the United States of America being such as, in the reasonable opinion of the Underwriter, would affect materially and adversely the ability of the Underwriter to market the Bonds; or (vi) there shall be in force a general suspension of trading on the New 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and be in force; or (viii) any rating of the Bonds or any other obligations of the County shall have been downgraded or withdrawn by Standard & Poor's Corporation or Moody's Investors Service, and such action, in the opinion of the Underwriter, will materially adversely affect the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 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 Bonds by judgment of the 19th Judicial Circuit in and for Indian River County, Florida on March 27, 1989; 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 to 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 (1) the Bonds are 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 (2) the statements in 8