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<br />EXHIBIT C2 <br />SELLER CERTIFICATE <br /> <br />SELLER CERTIFICATE <br /> <br />Dated: March 2, 2005 <br /> <br />We, the undersigned officers of the City of Santa Ana (the "Seller"), State of <br />California, holding the respective offices herein below set opposite our signatures, do hereby <br />certify that on the date hereof the following documents (the "Transaction Documents") were <br />officially executed and delivered by the Authorized Officer or Officers whose names appear on <br />the executed copies thereof, to wit: <br /> <br />Document <br /> <br />1. Purchase and Sale Agreement, dated March 2, 2005 (the "Sale <br />Agreement"), between the Seller and the California Statewide <br />Communities Development Authority (the "Purchaser") <br /> <br />2. Irrevocable Instructions For Disbursement of Seller's VLF <br />Receivable to the Controller of the State of California" dated the <br />Closing Date <br /> <br />Capitalized terms used herein and not defined herein shall have the meaning given <br />such terms in the Sale Agreement. <br /> <br />We further certify as follows: <br /> <br />1. At the time of signing the Transaction Documents and the other documents and opinions <br />related thereto, we held said offices, respectively, and we now hold the same. <br /> <br />2. The representations and warranties contained in the Transaction Documents are true and <br />correct as ofthe date hereof in all material respects. <br /> <br />3. The City Council duly adopted its resolution (the "Resolution") approving the sale of the <br />Seller's VLF Receivable at a meeting of the City Council which was duly called and held <br />pursuant to law with all public notice required by law and at which a quorum was present and <br />acting when the Resolution was adopted, and such Resolution is in full force and effect and <br />has not been amended, modified, supplemented or rescinded. <br /> <br />4. To the best knowledge of the undersigned, no action, suit, proceeding, inquiry or <br />investigation, at law or in equity, before or by any court, public board or body, is pending or <br />threatened, in any way against the Seller affecting the existence of the Seller or the titles of <br />its City Council members or officers to their respective offices, or seeking to restrain or to <br />enjoin the sale of the Seller's VLF Receivable or to direct the application thereof of the <br /> <br />Taxable <br />DOCSSFI:795397.1 <br /> <br />C2-1 <br />