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proceedings of the Issuer pertaining thereto, on its part to be per-
<br />formed or observed. The Issuer covenants that it is, and upon delivery
<br />of the Project Bonds will be, duly authorized by the Constitution and
<br />laws of the State of Ohio, including particularly and without limitation
<br />the Act, to issue the Project Bonds, to execute the Indenture and the
<br />Agreement and to provide the security for payment of the Bond service
<br />charges in the manner and to the extent herein and in the Indenture set
<br />forth; that all actions on its part for the issuance of the Project
<br />Bonds and execution and delivery of the Indenture and the Agreement have
<br />been or wil,l be duly and effectively taken; and that the Project Bonds
<br />in the hands of the holders thereof will be valid and enforceable special
<br />obligations of the Issuer according to the terms thereof. Each obliga-
<br />tion of the Issuer required to be undertaken pursuant to the Bond Legis-
<br />lation, the Indenture, the Agreement, and the Bonds is binding upon the
<br />Issuer and such officer or employee from time to time have the authority
<br />under law to take such actions as may be necessary to perform all or any
<br />part of such obligation, as a duty of the Issuer and of each such officer
<br />and employee resulting from an office, trust, or station within the
<br />meaning of Section 2731.01 of the Ohio Revised Code, providing for
<br />enforcement by writ of mandamus.
<br />(c) Pledged Receipts. Except as otherwise provided in the
<br />Bond Legislation, Indenture and Agreement, the Issuer will not assign
<br />its rights under the Letters of Credit or grant a security interest in
<br />the Pledged Receipts or create or suffer to be created any debt, lien or
<br />charge thereon other than the assignment and grant thereof under this
<br />Bond Legislation and the Indenture and the assignment of the Letters of
<br />Credit on their face.
<br />(d) Recordings and Filings. The Issuer will, at the expense
<br />of the Company, cause the Agreement, the Indenture and any amendments or
<br />supplements to any, and all necessary financing statements, amendments
<br />thereto, continuation statements and instruments of similar character
<br />relating to the assignment and grants made by it to secure the Bonds, to
<br />be recorded and filed in such manner and in such places as may be re-
<br />quired by law in order to fully preserve and protect the security of the
<br />holders of the Bonds and the rights of the Trustee under the Agreement
<br />and Indenture. Prior to the end of the month succeeding each anniver-
<br />sary of the Indenture, the Issuer will, at the expense of the Company,
<br />deliver, or cause the Company to deliver to the Trustee, an opinion of
<br />counsel, who may be counsel for the Issuer or for the Company, addressed
<br />to the Trustee specifying any filing, registration or recording and
<br />re-filing, re-registration or re-recording, of any such instrument since
<br />the date of the Inde,nture or the date of the most recent opinion of
<br />Counsel pursuant to this Section 10(d), or stating that no such filing,
<br />registration, recording, re-filing, re-registration or re-recording is
<br />necessary, or if necessary, setting forth the requirements in respect
<br />thereto. Promptly after any filing, recording, re-filing or re-
<br />recording of any financing statement or amendment thereto or continua-
<br />tion statement or instrument of similar character relating to any of the
<br />pledges made in the Bond Legislation or the Indenture, or any filing,
<br />registration, recording, re-filing, re-registration or re-recording of
<br />BR-17
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