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(23) Additional Documents. Such additional certificates, instruments and <br />other documents as Bond Counsel, the Agency or the Underwriter may reasonably deem necessary. <br />All the opinions, letters, certificates, instruments and other documents mentioned above or <br />elsewhere in this Purchase Agreement shall be deemed to be in compliance with the provisions <br />hereof if, but only if, they are in form and substance satisfactory to the Underwriter. <br />If the Agency shall be unable to satisfy the conditions to the obligations of the Underwriter to <br />purchase, to accept delivery of and to pay for the Bonds contained in this Purchase Agreement, if the <br />Agency shall determine in good faith (and provide written notice to the Underwriter) that legislation <br />has been introduced or proposals made by the Governor of the State which if enacted and effective <br />would impose additional limitations or burdens on the Agency by reason of the issuance of the Bonds <br />or which purport to prohibit the issuance of the Bonds, or if the obligations of the Underwriter to <br />purchase, to accept delivery of and to pay for the Bonds shall be terminated for any reason permitted <br />by this Purchase Agreement, this Purchase Agreement shall terminate and the Underwriter shall be <br />under no further obligation hereunder; except that Section 9 hereof shall remain in effect in any <br />event. <br />8. Termination. The Underwriter shall have the right to terminate this Purchase <br />Agreement, without liability therefor, by notification to the Agency if at any time between the date <br />hereof and prior to the Closing: <br />(a) any event shall occur which causes any statement contained in the Official <br />Statement to be materially misleading or results in a failure of the Official Statement to state a <br />material fact necessary to make the statements therein, in the light of the circumstances under which <br />they were made, not misleading; or <br />(b) the marketability of the Bonds or the market price thereof, in the opinion of <br />the Underwriter, has been materially adversely affected by an amendment to the Constitution of the <br />United States or by any legislation in or by the Congress of the United States or by the State, or the <br />amendment of legislation pending as of the date of this Purchase Agreement in the Congress of the <br />United States, or the recormnendation to Congress or endorsement for passage (by press release, <br />other form of notice or otherwise) of legislation by the President of the United States, the Treasury <br />Department of the United States, the Internal Revenue Service or the Chairman or ranking minority <br />member of the Committee on Finance of the United States Senate or the Committee on Ways and <br />Means of the United States house of Representatives, or the proposal for consideration of legislation <br />by either such Committee or by any member thereof, or the presentment of legislation for <br />consideration as an option by either such Committee, or by the staff of the Joint Committee on <br />Taxation of the Congress of the United States, or the favorable reporting for passage of legislation to <br />either House of the Congress of the United States by a Committee of such I-Iouse to which such <br />legislation has been referred for consideration, or any decision of any Federal or State court or any <br />ruling or regulation (final, temporary or proposed) or official statement on behalf of the United States <br />Treasury Department, the Internal Revenue Service or other federal or State authority materially <br />adversely affecting the federal or State tax status of the Agency, or the interest on bonds or notes or <br />obligations of the general character of the Bonds; or <br />(c) any legislation, ordinance, rule or regulation shall be introduced in, or be <br />enacted by any governmental body, department or agency of the State, or a decision by any court of <br />competent jurisdiction within the State or any court of the United States shall be rendered which, in <br />13 <br />3 -105 <br />