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9.1. Optionor is a municipal corporation incorporated within and existing pursuant to <br />the laws of the State of Califonria. <br />9.2. Optionor has (or will have prior to the date by which a particular step is required <br />to be taken or performance of a particular obligation is required to be commenced pursuant to <br />this Agreement) all requisite power and authority required to enter into this Agreement and the <br />instruments referenced in this Agreement, to consummate the transaction contemplated hereby <br />and to take any steps contemplated thereby or hereby, and to perform its obligations hereunder <br />and thereunder. <br />9.3. Optionor has obtained (or will have obtained prior to the date by which a <br />particular step is required to be taken or performance of a particular obligation is required to be <br />commenced pursuant to this Agreement) all required consents in connection with entering into <br />this Agreement and the instruments and documents referenced in this Agreement to which <br />Optionor is or shall be a party and the consummation of the transactions contemplated hereby. <br />9.4. The individual executing this Agreement and the individual that will execute the <br />instruments referenced in this Agreement on behalf of Optionor have, or will have upon <br />execution thereof, the legal power, right and actual authority to bind Optionor to the terms and <br />conditions hereof and thereof. <br />9.5. This Agreement is duly authorized, executed and delivered by Optionor and all <br />documents required in this Agreement to be executed by Optionor pursuant to this Agreement <br />shall be, at such time as they are required to be executed by Optionor, duly authorized, executed <br />and delivered by Optionor and are or shall be, at such time as the same are required to be <br />executed hereunder, valid, legally binding obligations of and enforceable against Optionor in <br />accordance with their terms, except as enforceability may be limited by bankruptcy laws or other <br />similar laws affecting creditors' rights. <br />9.6. Neither the execution or delivery of this Agreement or the documents referenced <br />in this Agreement, nor the incurring of the obligations set forth in this Agreement, and the <br />certificates, declarations and other documents referenced in this Agreement, nor the <br />consummation of the transactions in this Agreement contemplated, nor compliance with the <br />terms of this Agreement and the documents referenced in this Agreement, will violate any <br />provision of law, any order of any court or governmental authority or conflict with or result in <br />the breach of any terms, conditions, or provisions of, or constitute a default under any bond, note <br />or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, <br />partnership agreement, lease or other agreements or instruments to which Optionor is a party or <br />which affect any of the Property or the transactions contemplated by this Agreement. <br />9.7. Other than as disclosed by Optionor to Optionee in writing, there are no legal <br />proceedings either pending or, to the knowledge of the Optionor Representatives, threatened, to <br />which Optionor is or may be made a party, or to which the Property, is or may become subject or <br />which could reasonably affect the ability of Optionor to carry out its obligations hereunder or <br />which would affect the Property. <br />9.8. Optionor holds, and can cause the conveyance of, fee title to the Property. The <br />transfer of the Property is not subject to any right of first refusal or similar purchase or other <br />options. <br />E <br />51528687.9 <br />