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• • <br /> from the proceeds of the Seller's Proposition 1A Receivable and other Proposition 1A <br /> Receivables sold to the Purchaser by local agencies in connection with the issuance of the <br /> Bonds; <br /> WHEREAS, the Seller acknowledges that (i) any transfer of its Proposition 1A <br /> Receivable to the Purchaser pursuant to the Sale Agreement shall be treated as an absolute sale <br /> and transfer of the property so transferred and not as a pledge or grant of a security interest by <br /> Town of Los Altos Hills to secure a borrowing, (ii) any such sale of its Proposition lA <br /> Receivable to the Purchaser shall automatically be perfected without the need for physical <br /> delivery, recordation, filing or further act, (iii) the provisions of Division 9 (commencing with <br /> Section 9101) of the California Commercial Code and Sections 954.5 to 955.1 of the California <br /> Civil Code, inclusive, shall not apply to the sale of its Proposition lA Receivable, and (iv) after <br /> such transfer, the Seller shall have no right, title, or interest in or to the Proposition 1A <br /> Receivable sold to the Purchaser and the Proposition 1A Receivable will thereafter be owned, <br /> received, held and disbursed only by the Purchaser or a trustee or agent appointed by the <br /> Purchaser; <br /> WHEREAS, the Seller acknowledges that the Purchaser will grant a security interest in <br /> the Proposition 1A Receivable to the Trustee and any credit enhancer to secure payment of the <br /> Bonds; <br /> WHEREAS, a portion of the proceeds of the Bonds will be used by the Purchaser to, <br /> among other things,pay the purchase price of the Proposition 1A Receivable; <br /> WHEREAS, the Seller will use the proceeds received from the sale of the Proposition 1A <br /> Receivable for any lawful purpose as permitted under the applicable laws of the State; <br /> NOW THEREFORE, the City Council of the Town of Los Altos Hills hereby resolves as <br /> follows: <br /> Section 1. All of the recitals set forth above are true and correct, and this City <br /> Council hereby so finds and determines. <br /> Section 2. The Seller hereby authorizes the sale of the Proposition 1A Receivable <br /> to the Purchaser for a price equal to the amount certified as the Initial Amount (as defined in the <br /> Sale Agreement) by the County auditor pursuant to the Act. The form of Sale Agreement <br /> presented to the City Council is hereby approved. An Authorized Officer (as set forth in <br /> Appendix A of this Resolution, attached hereto and by this reference incorporated herein) is <br /> hereby authorized and directed to execute and deliver the Sale Agreement on behalf of the Seller, <br /> which shall be in the form presented at this meeting. <br /> Section 3. Any Authorized Officer is hereby authorized and directed to send, or <br /> to cause to be sent, an irrevocable written instruction to the State Controller (the "Irrevocable <br /> Written Instruction") notifying the State of the sale of the Proposition 1A Receivable and <br /> instructing the disbursement pursuant to Section 6588.6(c) of California Government Code of the <br /> Proposition 1A Receivable to the Trustee, on behalf of the Purchaser, which Irrevocable Written <br /> Instruction shall be in the form presented at this meeting. <br /> 2 <br />