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12 <br />(vi) Any legislation, ordinance, rule or regulation shall be enacted by any governmental <br />body, board, department or agency of the State or the United States or a decision by any court of <br />competent jurisdiction within the State or any court of the United States shall be rendered affecting <br />the Authority or the City that has a material adverse effect on the market price or marketability of <br />the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds; <br />(vii) Any national securities exchange, the Comptroller of the Currency, or any other <br />governmental authority, shall impose as to the Bonds or obligations of the general character of the <br />Bonds, any material restrictions not now in force, or increase materially those now in force, with <br />respect to the extension of credit by, or the charge to the net capital requirements of, the <br />Underwrites; <br />(viii) Any action concerning the rating of the Bonds shall have been taken by Standard <br />& Poor’s Financial Services LLC (“S&P”) which action, in the reasonable opinion of the <br />Underwriter, materially adversely affects the market price or marketability of the Bonds or the <br />ability of the Underwriters to enforce contracts for the sale of the Bonds; <br />(ix) There shall exist any event which, in the reasonable judgment of the Underwriter <br />or ArentFox Schiff LLP, San Francisco, California, (“Underwriter’s Counsel”), following <br />consultation with the City Attorney, the Finance director of the City, either (A) makes untrue in <br />any material respect any statement or information contained in the Preliminary Official Statement <br />and in the Official Statement, or (B) is not reflected in the Preliminary Official Statement and in <br />the Official Statement but should be reflected therein in order to make the statements and <br />information contained therein, in light of the circumstances under which they were made, not <br />misleading in any material respect, or (C) requires or has required an amendment of or supplement <br />to the Official Statement as of its date; or <br />(x) There shall have occurred an adverse change in the financial position, results of <br />operations or financial condition of the City which may result in any material adverse change in <br />the business, properties, assets or the financial condition of the City or which may have a material <br />adverse effect on the ability of the City to meet its obligations under the City Resolution; <br />(xi) A material disruption in securities settlement, payment, or clearance services shall <br />have occurred and shall be continuing on the Closing date; <br />(xii) Any state blue sky or securities commission or other governmental agency or body <br />in a state in which ten percent (10%) or more of the Bonds have been sold shall have withheld <br />registration, exemption, or clearance of the offering of the Bonds as described herein, or issued a <br />stop order or similar ruling relating thereto, provided that such withholding or stop order is not due <br />to the malfeasance, misfeasance, or nonfeasance of the Underwriters; <br />(e) at or prior to the Closing, the Underwriter shall receive the following documents, in each <br />case to the reasonable satisfaction in form and substance of the Underwriter: <br />(i) The executed Authority Resolution relating to the Bonds and authorizing the <br />execution and delivery of the Authority Documents; <br />(ii) The executed City Resolution relating to the Bonds and authorizing the execution <br />and delivery of the Bonds, the City Documents; <br />Page 258 of 448Page 267 of 557