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(b) The Council has duly passed the Note Ordinance, which authorizes (i) the execution,
<br />delivery and due performance of this Agreement and the Notes and (ii) the taking of any action as
<br />may be required on the part of the City to consummate the transactions contemplated in the Note
<br />Legislation, this Agreement and the Notes. Any and all necessary approvals of those transactions
<br />have been obtained, and, except as may be required under the securities laws of any state, there is no
<br />further requirement as to any other consent, approval, authorization or other order of, filing with,
<br />registration with, or certification by, any regulatory authority having jurisdiction over the City in
<br />connection with any of those transactions.
<br />(c) The Notes will conform to their description in the Note Legislation. When delivered
<br />to and paid for by the Underwriter, the Notes will have been duly authorized, executed, issued and
<br />delivered by, and will constitute valid and legal general obligations of, the City. The principal of
<br />and interest on the bonds in anticipation of which the Notes are issued, unless paid from other
<br />sources and subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent
<br />conveyance or transfer, and other laws relating to or affecting the rights and remedies of
<br />creditors generally; to the application of equitable principles, whether considered in a proceeding
<br />at law or in equity; to the exercise of judicial discretion; and to limitations on legal remedies
<br />against public entities, are payable from ad valorem property taxes levied by the City, within the
<br />11. 1 -mill limitation provided by the Charter of the City, on all property in the City subject to taxes
<br />levied by the City.
<br />(d) The execution and delivery of this Agreement, the Certificate of Award and the
<br />Notes, the passage of the Note Ordinance, and compliance with the provisions of this Agreement
<br />and of those documents, will not conflict with or result in a violation of the Ohio Constitution, any
<br />laws of the State of Ohio or any other relevant jurisdiction (including, without limitation, any debt
<br />limitations or other restrictions or conditions on the debt -issuing power of the City), and will not
<br />conflict with or result in a violation of or breach of, or constitute a default under, any law or
<br />administrative regulation or any of the terns, conditions or provisions of any judgment, decree, loan
<br />agreement, note, resolution, ordinances, indenture, trust agreement, mortgage, deed of trust or other
<br />agreement or instrument to which the City is a party or by which it is bound.
<br />(e) No litigation or administrative action or proceeding is pending or, to the knowledge
<br />of the City officials signing the Notes, threatened restraining or enjoining, or seeking to restrain or
<br />enjoin, the issuance and delivery of the Notes, or the levy and collection of taxes, or the charge and
<br />collection of any applicable rates, fees or charges, to pay the debt charges on the Notes, or
<br />contesting or questioning the proceedings and authority under which the Notes are to be authorized,
<br />issued, sold, signed or delivered or the validity of the Notes or the issuance of the bonds in
<br />anticipation which the Notes are issued, and, specifically, no judicial action or proceeding
<br />challenging the validity of the Notes or those bonds has been commenced by personal service on
<br />any member of the Council, the Fiscal Officer or the Executive.
<br />(f) Neither the existence or the boundaries of the City nor the title to their respective
<br />offices of the present officers of the City who are responsible for the authorization, issuance,
<br />signature and delivery of the Notes is or are being contested in any judicial or administrative
<br />proceeding.
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