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(g) All approvals, consents, authorizations, elections and orders of or filings or
<br />registrations with any governmental authority, board, agency or commission having jurisdiction
<br />which would constitute a condition precedent to, or the absence of which would adversely affect,
<br />the purchase by the Purchaser of the Proposition lA Receivable or the performance by the
<br />Purchaser of its obligations under the Transaction Documents to which it is a party and any other
<br />applicable agreements, have been obtained and are in full force and effect.
<br />(h) Insofar as it would materially adversely affect the Purchaser's ability to enter
<br />into, carry out and perform its obligations under any or all of the Transaction Documents to
<br />which it is a party, or consummate the transactions contemplated by the same, the Purchaser is
<br />not in breach of or default under any applicable constitutional provision, law or administrative
<br />regulation of the State of California or the United States or any applicable judgment or decree or
<br />any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which it
<br />is a party or to which it or any of its property or assets is otherwise subject, and, to the best of the
<br />knowledge of the Purchaser, no event has occurred and is continuing which with the passage of
<br />time or the giving of notice, or both, would constitute a default or an event of default under any
<br />such instrument, and the execution and delivery by the Purchaser of the Transaction Documents
<br />to which it is a party, and compliance by the Purchaser with the provisions thereof, under the
<br />circumstances contemplated thereby, do not and will not conflict with or constitute on the part of
<br />the Purchaser a breach of or default under any agreement or other instrument to which the
<br />Purchaser is a party or by which it is bound or any existing law, regulation, court order or
<br />consent decree to which the Purchaser is subject.
<br />5. Representations and Warranties of the Seller. The Seller hereby represents
<br />and warrants to the Purchaser, as of the date hereof, as follows:
<br />(a) The Seller is a local agency within the meaning of Section 6585(f) of the
<br />California Government Code, with full power and authority to execute and deliver this
<br />Agreement and to carry out its terms.
<br />(b) The Seller has full power, authority and legal right to sell and assign the
<br />Proposition lA Receivable to the Purchaser and has duly authorized such sale and assignment to
<br />the Purchaser by all necessary action; and the execution, delivery and performance by the Seller
<br />of this Agreement has been duly authorized by the Seller by all necessary action.
<br />(c) This Agreement has been, and as of the Closing Date the Bill of Sale will have
<br />been, duly executed and delivered by the Seller and, assuming the due authorization, execution
<br />and delivery of this Agreement by the Purchaser, each of this Agreement and the Bill of Sale
<br />constitutes a legal, valid and binding obligation of the Seller enforceable in accordance with its
<br />terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent
<br />conveyance and other similar laws relating to or affecting creditors' rights generally or the
<br />application of equitable principles in any proceeding, whether at law or in equity.
<br />(d) All approvals, consents, authorizations, elections and orders of or filings or
<br />registrations with any governmental authority, board, agency or commission having jurisdiction
<br />which would constitute a condition precedent to, or the absence of which would adversely affect,
<br />the sale by the Seller of the Proposition lA Receivable or the performance by the Seller of its
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