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<br />that the services of DTC will be used initially by the Underwriter in order to permit the delivery of the
<br />Bonds in book-entry form, and agree to cooperate fully with the Underwriter in employing such services.
<br />Section 6. Representations, Warranties and Covenants of the Authority. The Authority
<br />represents, warrants and covenants to the Underwriter and the City that:
<br />(a) The Authority is a joint exercise of powers authority that is duly organized, operating and
<br />existing under the laws of the State of California (the “State”) and its Joint Exercise of Powers Agreement
<br />dated as of June 29, 1993, by and between the City and the City of Pleasanton Housing Authority (the “JPA
<br />Agreement”).
<br />(b) The Authority has full legal right, power and authority to adopt or enter into, as the case
<br />may be, and to carry out and consummate the transactions on its part contemplated by the Authority
<br />Documents.
<br />(c) By all necessary official action, the Authority has duly authorized and approved the
<br />Authority Documents and has duly authorized and approved the execution and delivery of, and the
<br />performance by the Authority of the obligations on its part contained in, the Authority Documents and the
<br />consummation by it of all other transactions contemplated by the Authority Documents in connection with
<br />the issuance of the Bonds. As of the date hereof, such authorizations and approvals are in full force and
<br />effect and have not been amended, modified or rescinded. When executed and delivered, and assuming due
<br />execution and delivery by the other parties thereto, if applicable, the Authority Documents will constitute
<br />the legally valid and binding obligations of the Authority enforceable in accordance with their respective
<br />terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or
<br />similar laws or equitable principles relating to or affecting creditors’ rights generally, or by the exercise of
<br />judicial discretion and the limitations on legal remedies against public agencies in the State. The Authority
<br />has complied, and will at the Closing be in compliance in all material respects, with the terms of the
<br />Authority Documents.
<br />(d) To the best of its knowledge, the Authority is not in any material respect in breach of or
<br />default under any applicable constitutional provision, law or administrative regulation of any state or of the
<br />United States, or any agency or instrumentality of either, or any applicable judgment or decree, or any loan
<br />agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a
<br />party which breach or default has or may have a materially adverse effect on the ability of the Authority to
<br />perform its obligations under the Authority Documents, and no event has occurred and is continuing which
<br />with the passage of time or the giving of notice, or both, would constitute such a default or event of default
<br />under any such instrument; and the adoption, execution and delivery of the Authority Documents, if
<br />applicable, and compliance with the provisions on the Authority’s part contained therein, will not conflict
<br />in any material way with or constitute a material breach of or a material default under any constitutional
<br />provision, law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note,
<br />resolution, agreement or other instrument to which the Authority is a party, nor will any such execution,
<br />delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security
<br />interest or encumbrance of any nature whatsoever upon any of the property or assets of the Authority or
<br />under the terms of any such law, regulation or instrument, except as may be provided by the Authority
<br />Documents.
<br />(e) To the best of its knowledge, all material authorizations, approvals, licenses, permits,
<br />consents and orders of any governmental authority, legislative body, board, agency or commission having
<br />jurisdiction of the matter which are required for the due authorization by, or which would constitute a
<br />condition precedent to or the absence of which would materially adversely affect the due performance by
<br />the Authority of its obligations in connection with the Authority Documents have been duly obtained or,
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