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governing body of the City which was called and <br /> held pursuant to law and with all public notice <br /> required by law and at which a quorum was present <br /> and acting throughout; <br /> <br /> (iv) there is no action, suit, proceeding or <br /> investigation at law or_ in equity before or by <br /> any court, public board or body, pending or, to <br /> the best of such counsel's knowledge, threatened <br /> against or affecting the City, which would <br /> adversely impact the City's ability to complete <br /> the transactions described in and contemplated by <br /> the Official Statement, to restrain or enjoin the <br /> collection of Rental Payments under the Lease, or <br /> in any way contesting or affecting the validity <br /> of the Certificates or the Legal Documents or the <br /> transactions described in and contemplated hereby <br /> and by the Official Statement wherein an <br /> unfavorable decision, ruling or finding would <br /> adversely affect the validity and enforceability <br /> of the Certificates or the Legal Documents or in <br /> which a final adverse decision could materially <br /> adversely affect the operations of the City; <br /> <br /> (v) the execution and delivery of the Legal <br /> Documents and the approval of the Official <br /> Statement and compliance with the provisions <br /> thereof and hereof, under the circumstances <br /> contemplated thereby, do not in any material <br /> respect conflict with or constitute on the part <br /> of the City a breach of or default under any <br /> agreement or other instrument to which the City <br /> is a party or by which it is bound or any <br /> existing law, regulation, court order or consent <br /> decree to which the City is subject; <br /> <br /> (vi) the Legal Documents have been duly <br /> authorized, executed and delivered by the City, <br /> and, assuming due authorization, execution and <br /> delivery by the other parties thereto, constitute <br /> legal, valid and binding agreements of the City <br /> enforceable in accordance with their respective <br /> terms, except as the enforcement thereof may be <br /> limited by bankruptcy, insolvency or other laws <br /> affecting the enforcement of creditors' rights <br /> and by the application of equitable principles if <br /> equitable remedies are sought; and <br /> <br /> (vii) no authorization, approval, consent, or <br /> other order of any court or governmental body is <br /> <br /> 13 <br />1739030/2 <br /> <br /> <br />