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of the California Government Code to purchase the Proposition 1A <br />Receivable; <br />E. The Purchaser desires to purchase the Proposition 1A Receivable and the <br />Seller desires to sell the Proposition 1A Receivable pursuant to a <br />purchase and sale agreement by and between the Seller and the <br />Purchaser in the form presented to this City Council (the "Sale <br />Agreement") for the purposes set forth herein; <br />F. In order to finance the purchase price of the Proposition 1A Receivable <br />from the Seller and the purchase price of other Proposition 1A <br />Receivables from other local agencies, the Purchaser will issue its bonds <br />(the "Bonds") pursuant to Section 6590 of the California Government Code <br />and an Indenture (the "Indenture"), by and between the Purchaser and <br />Wells Fargo Bank, National Association, as trustee (the "Trustee"), which <br />Bonds will be payable solely from the proceeds of the Seller's Proposition <br />1A Receivable and other Proposition 1A Receivables sold to the <br />Purchaser by local agencies in connection with the issuance of the Bonds; <br />G. The Seller acknowledges that (i) any transfer of its Proposition 1A <br />Receivable to the Purchaser pursuant to the Sale Agreement shall be <br />treated as an absolute sale and transfer of the property so transferred and <br />not as a pledge or grant of a security interest by City of Santa Ana to <br />secure a borrowing, (ii) any such sale of its Proposition 1A Receivable to <br />the Purchaser shall automatically be perfected without the need for <br />physical delivery, recordation, filing or further act, (iii) the provisions of <br />Division 9 (commencing with Section 9101) of the California Commercial <br />Code and Sections 954.5 to 955.1 of the California Civil Code, inclusive, <br />shall not apply to the sale of its Proposition 1A Receivable, and (iv) after <br />such transfer, the Seller shall have no right, title, or interest in or to the <br />Proposition 1A Receivable sold to the Purchaser and the Proposition 1A <br />Receivable will thereafter be owned, received, held and disbursed only by <br />the Purchaser or a trustee or agent appointed by the Purchaser; <br />H. The Seller acknowledges that the Purchaser will grant a security interest <br />in the Proposition 1A Receivable to the Trustee and any credit enhancer <br />to secure payment of the Bonds; <br />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 <br />Receivable; <br />J. The Seller will use the proceeds received from the sale of the Proposition <br />1A Receivable for any lawful purpose as permitted under the applicable <br />laws of the State; <br />Resolution No. 2009-XXX <br />Page 2 of 4 55A-4 <br />