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<br />. <br /> <br />execution and delivery by the Seller of the Transaction Documents, and compliance with <br />the provisions thereof, under the circumstances contemplated thereby, do not and will not <br />in any material respect conflict with or constitute on the part of the Seller a breach of or <br />default under any agreement or other instrument to which the Seller is a party or by <br />which it is bound or any existing law, regulation, court order or consent decree to which <br />the Seller is subject. <br /> <br />8. Prior to the sale of the VLF Receivable to the Purchaser, the Seller was <br />the sole owner of the VLF Receivable, and has such right, title and interest as provided in <br />the Act. From and after the conveyance of the VLF Receivable by the Seller to Purchaser <br />on the Closing Date, the Seller shall have no interest in the VLF Receivable. Except as <br />provided in the Sale Agreement, the Seller has not sold, transferred, assigned, set over or <br />otherwise conveyed any right, title or interest of any kind whatsoever in all or any portion <br />of the Seller's VLF Receivable, nor has the Seller created, or to my knowledge permitted <br />the creation of, any Lien thereon. Prior to the sale of the VLF Receivable to the <br />Purchaser, the Seller held title to the VLF Receivable free and clear of any Liens. <br /> <br />9. To the best of my knowledge, all approvals, consents, authorizations, <br />elections and orders of or filings or registrations with any governmental authority, board, <br />agency or cornmission having jurisdiction which would constitute a condition precedent <br />to, or the absence of which would materially adversely affect, the sale by the Seller of the <br />VLF Receivable or the performance by the Seller of its obligations under the Resolution <br />and the Transaction Documents and any other applicable agreements, have been obtained <br />and are in full force and effect. <br /> <br />10. The Disbursement Instructions are irrevocable by the Seller, and <br />comply with the requirements of Section 6588.5(c) of the California Government Code. <br /> <br />Each Credit Enhancer, the underwriters of the Notes and Transaction <br />Counsel may rely upon this legal opinion as if it were addressed to them. <br /> <br /> <br />----~.-. <br /> <br />o eph W. Fletcher <br />City Attorney <br /> <br />3 <br />