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(I) The City is not in breach of or in default under any applicable
<br />constitutional provision, law, or administrative rule or regulation of the State or the
<br />United States, or any applicable judgment, decree, consent, or other agreement to which
<br />the City is a party, and no event has occurred and is continuing that, with the passage of
<br />time or the giving of notice, or both, would constitute such a default or event of default
<br />under any of the foregoing.
<br />(J) The authorization, execution, and delivery by the City of the City
<br />Documents, and compliance by the City with the provisions thereof, do not and will not
<br />conflict with or constitute a breach of or default by the City under any applicable
<br />constitutional provision, law, or administrative rule or regulation of the State or the
<br />United States, or any applicable judgment, decree, consent, or other agreement to which
<br />it is bound or by which its properties may be affected.
<br />(K) No authorization, consent, or approval of, or filing or registration with,
<br />any Governmental Authority or court is, or under existing requirements of law will be,
<br />necessary for the valid execution and delivery of, or performance by the City of its
<br />obligations under, the City Documents, other than any authorization, consent, approval,
<br />filing, or registration as may be required under the Blue Sky or securities laws of any
<br />state in connection with the offering, sale, or issuance of the Bonds.
<br />(L) The City will furnish such information, execute such instruments, and take
<br />such other action in cooperation with the Underwriter as the Underwriter may reasonably
<br />request in order (i) to qualify the Bonds for offer and sale under the Blue Sky or other
<br />securities laws and regulations of such states and other jurisdictions of the United States
<br />as the Underwriter may designate and (ii) to determine the eligibility of the Bonds for
<br />investment under the laws of such states and other jurisdictions, and will use their best
<br />efforts to continue such qualifications in effect so long as required for the distribution of
<br />the Bonds; provided, however, that the City shall not be required to execute a general
<br />consent to service of process or qualify to do business in connection with any such
<br />qualification or determination in any jurisdiction.
<br />(M) There is no action, suit, proceeding, inquiry, or investigation, at law or in
<br />equity, before or by any court, regulatory agency, or public board or body, pending or, to
<br />the best knowledge of the City, threatened (i) in any way questioning the existence of the
<br />City or the titles of the officers of the City to their respective offices; (ii) affecting,
<br />contesting, or seeking to prohibit, restrain, or enjoin the issuance of the Bonds or the
<br />execution or delivery of any of the City Documents, or the payment or collection of any
<br />amounts pledged or to be pledged to pay the Installment Payments or the principal of and
<br />interest on the Bonds, or in any way contesting or affecting the validity of the Bonds or
<br />the City Documents or the consummation of the transactions contemplated thereby or any
<br />proceeding of the City taken with respect to any of the foregoing, or contesting the
<br />exclusion of the interest on the Bonds from taxation or contesting the powers of the City
<br />and its authority to pledge the Net System Revenues; (iii) that may result in any material
<br />adverse change relating to the City that will materially adversely affect the City's ability
<br />to pay the Installment Payments when due; or (iv) contesting the completeness or
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