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(ix) any rating of the Certificates or the rating of any obligations of the City secured by the City's general fund shall have been downgraded or withdrawn by a national rating service, which, in the opinion of the Underwriter, materially adversely affects the market price of the Certificates; or (x) the commencement of any action, suit or proceeding described in Section 6(g) or Section 7(h); (e) at or prior to the Closing, the Underwriter shall receive the following documents, in each case to the reasonable satisfaction in form and substance of the Underwriter: (i) all resolutions relating to the Certificates adopted by the Agency and certified by an authorized official of the Agency authorizing the execution and delivery of the Certificates, the Agency Documents and the Official Statement; (ii) all resolutions relating to the Certificates adopted by the City and certified by an authorized official of the City authorizing the execution and delivery of the City Documents and the delivery of the Certificates and the Official Statement; (iii) the Legal Documents duly executed and delivered by the respective parties thereto, with only such amendments, modifications or supplements as may have been agreed to in writing by the Underwriter; (iv) the approving opinion of Jones Hall, Special Counsel, dated the date of Closing and addressed to the Agency and the City, in substantially the fonn attached as Appendix D to the Official Statement; (v) a supplemental opinion of Special Counsel dated the date of Closing and addressed to the Underwriter, to the effect that: (A) the statements on the cover of the Official Statement and in the Official Statement under the captions "INTRODUCTION," "THE REFUNDING PLAN," "THE CERTIFICATES," "SECURITY AND SOURCE OF PAYMENT FOR THE CERTIFICATES," "TAX MATTERS," "APPENDIX A — SUMMARY OF PRINCIPAL LEGAL DOCUMENTS" and "APPENDIX D — PROPOSED FORM OF SPECIAL COUNSEL OPINION," insofar as such statements expressly summarize provisions of the Certificates, the Legal Documents and Special Counsel's opinions concerning certain state and federal tax matters relating to the Certificates, are accurate in all material respects as of the date of the Official Statement and as of the date of Closing, provided that Special Counsel need not express any opinion with respect to any financial or statistical data contained therein or with respect to the book -entry system in which the Certificates are initially delivered; (B) The Legal Documents have been duly authorized, executed and delivered by the City and the Agency and are valid, legal and binding agreements of the City and the Agency enforceable in accordance with their terms, except that the rights and obligations under the Legal Documents are subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent 10