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of California has full legal right power and authority under the laws of the State of California to <br />enter into this Operating Agreement and to carry out and consummate all transactions <br />contemplated hereby and by proper action the Authority has duly authorized the execution and <br />delivery of this Operating Agreement <br />b Due Execution The representatives of the Authority executing this Operating <br />Agreement have been fully authorized to execute the same pursuant to a resolution duly adopted <br />by the Board of the Authority <br />c Valid Binding and Enforceable Obligations This Operating Agreement has been <br />duly authorized executed and delivered by the Authority and constitutes the legal valid and <br />binding agreement of the Authority enforceable against the Authority in accordance with its <br />terms <br />d No Conflicts The execution and delivery of this Operating Agreement the <br />consummation of the transactions on the part of the Authority herein contemplated and the <br />fulfillment of or compliance by the Authority with the terms and conditions hereof do not and <br />will not conflict with or constitute a violation or breach of or default with due notice or the <br />passage of time or both under any applicable law or administrative rule or regulation or any <br />applicable court or administrative decree or order or any indenture mortgage deed of trust <br />lease contract or other agreement or instrument to which the Authority is a party or by which it <br />or its properties are otherwise subject or bound or result in the creation or imposition of any <br />prohibited lien charge or encumbrance of any nature whatsoever upon any of the property or <br />assets of the Authority which conflict violation breach default lien charge or encumbrance <br />would have consequences that would materially and adversely affect the consummation of the <br />transactions contemplated by this Operating Agreement or the financial condition assets <br />properties or operations of the Authority <br />e Consents and Approvals No consent or approval of any trustee or holder of any <br />indebtedness of the Authority and no consent permission authorization order or license of or <br />filing or registration with any governmental authority is necessary in connection with the <br />execution and delivery of this Operating Agreement or the consummation of any transaction <br />herein contemplated except as have been obtained or made and as are in full force and effect <br />f No Litigation There is no action suit proceeding inquiry or investigation before <br />or by any court or federal state municipal or other governmental authority pending or to the <br />knowledge of the Authority after reasonable investigation threatened against or affecting the <br />Authority or the assets properties or operations of the Authority which if determined adversely <br />to the Authority or its interests would have a material and adverse effect upon the consummation <br />of the transactions contemplated by or the validity of this Operating Agreement or upon the <br />financial condition assets properties or operations of the Authority and the Authority is not in <br />default with respect to any order or decree of any court or any order regulation or demand of any <br />federal state municipal or other governmental authority which default might have consequences <br />that would materially and adversely affect the consummation of the transactions contemplated by <br />this Operating Agreement or the financial conditions assets properties or operations of the <br />Authority <br />16 <br />Project Operating Agreement 11 10 <br />City Attorney Group