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"Proposition lA Receivable" has the meaning set forth in Section 2(a). <br />"Purchase Price" means an amount equal to the Initial Amount. <br />"Rating Agency" means any nationally recognized rating agency then providing <br />or maintaining a rating on the Bonds at the request of the Purchaser. <br />"Rating Agency Confirmation" means written confirmation from each Rating <br />Agency that any proposed action will not, in and of itself, cause the Rating Agency to lower, <br />suspend or withdraw the rating then assigned by such Rating Agency to any Bonds. <br />"Resolution" means the resolution adopted by the City Council approving the sale <br />of the Proposition lA Receivable. <br />"State" means the State of California. <br />"Transaction Counsel" means Orrick, Herrington & Sutcliffe LLP. <br />"Transaction Documents" mean this Agreement, the Bill of Sale, the ]ndenture, <br />the Bonds and the Irrevocable Instructions For Disbursement of Proposition 1 A Receivable of <br />City of San Leandro, dated as of the Closing Date. <br />A-2 <br />