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the circumstances under which they were made, not <br /> misleading, and there is no basis for any action, suit, <br /> proceeding, inquiry or investigation of the nature described <br /> in clauses (i) through (iv) of this sentence. <br /> (i) Further Cooperation: Blue Sky. The City will <br /> furnish such information, execute such instruments and take <br /> such other action in cooperation with the Representative as <br /> the Representative may reasonably request in order (i) to <br /> qualify the Bonds for offer and sale under the Blue Sky or <br /> other securities laws and regulations of such states and <br /> other jurisdictions of the United States as the <br /> Representative may designate and (ii) to determine the <br /> eligibility of the Bonds for investment under the laws of <br /> such states and other jurisdictions, and will use its best <br /> efforts to continue such qualifications in effect so long as <br /> required for the distribution of the Bonds; provided, <br /> however, that the City shall not be required to execute a <br /> general or special consent to service of process or qualify <br /> to do business in connection with any such qualification or <br /> determination in any jurisdiction. <br /> (j ) Consents and Approvals. All authorizations, <br /> approvals, licenses, permits, consents and orders of or <br /> filings with any governmental authority, legislative body, <br /> board, agency or commission having jurisdiction in the <br /> matters which are required for the due authorization of, <br /> which would constitute a condition precedent to or the <br /> absence of which would materially adversely affect the due <br /> performance by the City of its obligations in connection <br /> with, the City Documents and the JPA Agreement have been <br /> duly obtained or made, except as may be required under the <br /> Blue Sky or securities laws of any state in connection with <br /> the offering and sale of the Bonds. <br /> (k) Validity of City Documents and the JPA Agreement. <br /> The JPA Agreement is, and the City Documents when executed <br /> and delivered by the City, will be legally valid and binding <br /> obligations of the City enforceable against the City in <br /> accordance with their respective terms, except as <br /> enforcement may be limited by bankruptcy, insolvency, <br /> reorganization, moratorium or similar laws or equitable <br /> principles relating to or limiting creditors' rights <br /> generally. <br /> (1) No Other Obligations. Between the date of this <br /> Purchase Contract and the date of Closing, the City will <br /> not, without the prior written consent of the <br /> Representative, offer or issue any bonds, notes or other <br /> obligations for borrowed money, or incur any material <br /> liabilities, direct or contingent. <br /> 11 <br />