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(d) The Final Purchase Price shall be an amount that satisfies the conditions of
<br />Section 2 of the Resolution referred to in Section 2(b)(i)(5) above.
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<br /> 3. Conveya~ace of VLF Receivable and Payment of Fhaal Purchase Price.
<br />
<br /> (a) Upon pricing of the Notes by the Purchaser, the Purchaser will inform the
<br />Seller of the Final Purchase Price, which shall be an amount at least equal to the Minimum
<br />Purchase Price, and which shall be determined by the Purchaser based on the final interest rates,
<br />costs of credit enhancement and issuance and terms of the Notes. Upon pricing of the Notes, the
<br />Purchaser shall deliver a certificate to the Seller indicating the Final Pumhase Price to be paid to
<br />the Seller on the Closing Date.
<br />
<br /> (b) In consideration of the payment and delivery by the Purchaser to the Seller of
<br />the Final Purchase Price, the Seller agrees to (a) transfer, grant, bargain, sell, assign, convey, set
<br />over and deliver to the Purchaser, absolutely and not as collateral security, without recourse
<br />except as expressly provided herein, and the Purchaser agrees to purchase, accept and receive,
<br />the VLF Receivable, and (b) assign to the Purchaser, to the extent permitted by law (as to which
<br />no representation is made), all present or future rights, if any, of the Seller to enforce or cause the
<br />enforcement of payment of the VLF Receivable pursuant to the Act and other applicable law.
<br />
<br /> 4. Representations and Warranties of the Purchaser. The Purchaser represents
<br />and warrants to the Seller that, as of the date hereof, (a) it is duly organized, validly existing and
<br />in good standing under the laws of the State of California, (b) it has full power and authority to
<br />enter into this Agreement and to perform its obligations hereunder, (c) neither the execution and
<br />delivery by the Purchaser of this Agreement, nor the performance by the Purchaser of its
<br />obligations hereunder, shall conflict with or result in a breach or default under any of its
<br />organizational documents, any law, role, regulation, judgment, order or decree to which it is
<br />subject or any agreement or instrument to which it is a party, and (d) this Agreement, and its
<br />execution, delivery and performance hereof have been duly authorized by it, and this Agreement
<br />has been duly executed and delivered by it and constitutes its valid and binding obligation
<br />enforceable against it in accordance with the terms hereof, subject to the effect of bankruptcy,
<br />insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to
<br />or affecting creditors' rights generally or the application of equitable principles in any
<br />proceeding, whether at law or in equity.
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<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 />
<br /> (a) The Seller is a municipal corporation validly existing under the laws and
<br /> constitution of the State of California, with full power and authority to execute and deliver this
<br /> Agreement and to carry out its terms.
<br />
<br /> (b) The Seller has full power, authority and legal right to sell and assign the VLF
<br /> Receivable to the Purchaser and has duly authorized such sale and assignment to the Purchaser
<br /> by all necessary action; and the execution, delivery and performance by the Seller of this
<br /> Agreement has been duly authorized by the Seller by all necessary action.
<br />
<br /> Taxable
<br /> DOCSSF1:795397.1 3
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