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adversely affecting the tax status of the City, its property, income securities (or interest <br />thereon) or the validity or enforceability of the assessments or the levy of taxes to pay <br />principal of and interest on the Bonds; <br />(g) any event occurring, or information becoming known which, in the <br />judgment of the Underwriter, makes untrue in any material respect any statement or <br />information contained in the Official Statement, or has the effect that the Official <br />Statement contains any untrue statement of material fact or omits to state a material fact <br />required to be stated therein or necessary to make the statements therein, in the light of <br />the circumstances under which they were made, not misleading; <br />(h) there shall have occurred since the date of this Agreement any materially <br />adverse change in the affairs or financial condition of the City; <br />(i) the United States shall have become engaged in hostilities which have <br />resulted in a declaration of war or a national emergency or there shall have occurred any <br />other outbreak or escalation of hostilities or a national or international calamity or crisis, <br />financial or otherwise; <br />0) any fact or event shall exist or have existed that, in the judgment of the <br />Underwriter, requires or has required an amendment of or supplement to the Official <br />Statement; <br />(k) there shall have occurred or any notice shall have been given of any <br />intended downgrading, suspension, withdrawal or negative change in credit watch status <br />by any national rating service to any of the City's obligations or any rating of the Bond <br />Insurer; and <br />(1) the purchase of and payment for the Bonds by the Underwriter, or the <br />resale of the Bonds by the Underwriter, on the terms and conditions herein provided shall <br />be prohibited by any applicable law, governmental authority, board, agency or <br />commission. <br />9. At the request of the parties hereto, Chapman and Cutler LLP will act as bond <br />counsel and will pass on certain matters for the Underwriter in connection with the issuance of <br />the Bonds. The City and the Underwriter hereby expressly consent to the performance by <br />Chapman and Cutler LLP of such roles. <br />-7- <br />