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<br />(aa) such additional legal opinions, certificates, instruments and other documents
<br />as the Underwriter, the Borrowers, the Issuer, Underwriter's Counsel, Issuer's Counselor
<br />Bond Counsel may reasonably request to evidence compliance by the Issuer and the
<br />Borrowers with legal requirements; the truth and accuracy in all material respects, as of the
<br />date of Closing, of the respective representations, warranties and covenants contained
<br />herein and in the Official Statement; and the due perlormance or satisfaction by them of all
<br />material agreements to be perlormed by them and all material conditions to be satisfied by
<br />them at or prior to the Closing.
<br />
<br />SECTION 7. Termination by the Underwriter. This Agreement may be
<br />terminated in writing by the Underwriter if any of the following shall occur: (i) this
<br />Agreement shall not have been accepted by the Issuer or shall not have been approved by
<br />the Borrowers within the time herein provided; (ii) the signed Official Statement shall not
<br />have been. provided within the time required by this Agreement; (iii) the Bonds and all of
<br />the Closing Documents shall not have been delivered to the Underwriter as of 1:00 P.M.
<br />(New York, New York time) on the date of Closing; (iv) legislation shall be enacted, or
<br />actively considered for enactment, or a court decision announced, or a ruling, regulation or
<br />decision by or on behalf of a governmental agency having jurisdiction of the subject matter
<br />shall be made, to the effect that the revenues or other income of the general character to be
<br />derived by the Issuer or by any similar body, or interest on obligations of the general
<br />character of the Bonds, shall not be excludable from gross income for federal income taxes
<br />purposes, or that securities of the general character of the Bonds shall not be exempt from
<br />registration under the Securities Act of 1933, as amended, or that the Bond Indenture shall
<br />not be exempt from qualification under the Trust Indenture Act of 1939, as amended; (v)
<br />there shall exist any event or circumstance which, in the reasonable opinion of the
<br />Underwriter, either makes untrue or incorrect in a material respect any statement or
<br />information contained in the Official Statement, or is not reflected in the Official Statement
<br />but should be reflected therein in order to make the statements and information contained
<br />therein not misleading in a material adverse respect; (vi) there shall have occurred any
<br />outbreak or escalation of hostilities or other national or international calamity or crisis, the
<br />effect of such outbreak, escalation, calamity or crisis on the financial markets of the United
<br />States of America being such as, in the reasonable opinion of the Underwriter, would make
<br />it impracticable for the Underwriter to sell the Bonds; (vii) there shall be in force a general
<br />suspension of trading on the New York Stock Exchange, or minimum or maximum prices
<br />for trading shall have been fixed and be in force, or a stop order, ruling or regulation by the
<br />Securities and Exchange Commission shall be issued or made, the effect of which would be
<br />that the issuance, offering or sale of the Bonds would be in violation of any provision of the
<br />Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the
<br />Trust Indenture Act of 1939, as amended, or the Investment Company Act of 1940, as
<br />amended; (viii) in the reasonable judgment of the Underwriter, the market price of the
<br />Bonds, or the market price generally of obligations of the general character of the Bonds,
<br />might be materially and adversely affected because: (a) additional material restrictions not
<br />in force as of the date hereof shall have been imposed upon trading in securities generally
<br />by any governmental authority or by any national securities exchange, or (b) the New York
<br />Stock Exchange or other national securities exchange, or any governmental authority, shall
<br />have imposed, as to the Bonds or similar obligations, any material restrictions not now in
<br />force, or increased materially those now in force, with respect to the extension of credit by,
<br />or the charge to the net capital requirements of, the Underwriter; (ix) a general banking
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