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<br />1. The Seller is a municipal corporation of the State of California, duly <br />organized and validly existing pursuant to city charter and the Constitution of the State of <br />California. <br /> <br />2. The Seller has full power and authority to adopt the Resolution and to <br />execute and deliver the Transaction Documents. <br /> <br />3. The Seller has duly authorized and executed the Transaction <br />Documents and, assuming delivery, each Transaction Document will be legal, valid, and <br />binding against the Seller, and enforceable against the Seller in accordance with its terms, <br />except as enforcement may be limited by bankruptcy, insolvency, reorganization, <br />fraudulent conveyance, moratorium or laws relating to or affecting creditors' rights, and <br />the application of equitable principles and the exercise of judicial discretion in <br />appropriate areas. <br /> <br />4. The Resolution was duly adopted at a meeting of the Governing Body <br />which was called and held pursuant to law with all public notice required by law and at <br />which a quorum was present and acting when the Resolution was adopted. <br /> <br />5. The Resolution is in full force and effect and has not been amended, <br />modified, supplemented or rescinded. <br /> <br />6. To the best of my knowledge, no action, suit, proceeding, inquiry or <br />investigation, at law or in equity, before or by any court, public board or body, is pending <br />or threatened in any way against the Seller affecting the existence of the Seller or the <br />titles of its Governing Body members or officers to their respective offices, or seeking to <br />restrain or to enjoin the sale of the VLF Receivable or to direct the application of the <br />proceeds of the sale thereof, or in any way contesting or affecting the validity or <br />enforceability of the Resolution, the Transaction Documents or any other applicable <br />agreements or any action of the Seller contemplated by any of said documents, or in any <br />way contesting the powers of the Seller or its authority with respect to the Resolution or <br />the Transaction Documents or any other applicable agreement, or any action on the part <br />of the Seller contemplated by any of said documents, or in any way seeking to enjoin or <br />restrain the Seller from selling the VLF Receivable or which if determined adversely to <br />the Seller would have a material and adverse effect upon the Seller's ability to sell the <br />VLF Receivable, nor to my knowledge is there any basis therefor. <br /> <br />7. Insofar as it would materially adversely affect the Seller's ability to <br />enter into, carry out and perform its obligations under any or all of the foregoing <br />agreements, or consummate the transactions contemplated by the same, the Seller is not <br />in breach of or default under any applicable constitutional provision, law or <br />administrative regulation of the State or the United States or any applicable judgment or <br />decree or any loan agreement, indenture, bond, note, resolution, agreement or other <br />instrument to which it is a party or to which it or any of its property or assets is otherwise <br />subject, and, to the best of my knowledge, no event has occurred and is continuing which <br />with the passage of time or the giving of notice, or both, would constitute a default or an <br />event of default under any such instrument, and the adoption of the Resolution and the <br /> <br />2 <br />