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Attachment 2
<br /> (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 IA 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 IA 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 IA Receivable or the performance by the Seller of its
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