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Attachment 2
<br /> obligations under the Resolution and the Transaction Documents to which it is a party and any
<br /> other applicable agreements, have been obtained and are in full force and effect.
<br /> (e) Insofar as it would materially adversely affect the Seller's ability to enter into,
<br /> carry out and perform its obligations under any or all of the Transaction Documents to which it is
<br /> a party, or consummate the transactions contemplated by the same, the Seller is not in breach of
<br /> or default under any applicable constitutional provision, law or administrative regulation of the
<br /> State of California or the United States or any applicable judgment or decree or any loan
<br /> agreement, indenture, bond, note, resolution, agreement or other instrument to which it is a party
<br /> or to which it or any of its property or assets is otherwise subject, and, to the best of the
<br /> knowledge of the Seller, no event has occurred and is continuing which with the passage of time
<br /> or the giving of notice, or both, would constitute a default or an event of default under any such
<br /> instrument, and the adoption of the Resolution and the execution and delivery by the Seller of the
<br /> Transaction Documents to which it is a party, and compliance by the Seller with the provisions
<br /> thereof, under the circumstances contemplated thereby, do not and will not conflict with or
<br /> constitute on the part of the Seller a breach of or default under any agreement or other instrument
<br /> to which the Seller is a party or by which it is bound or any existing law, regulation, court order
<br /> or consent decree to which the Seller is subject.
<br /> (f) To the best of the knowledge of the Seller, no action, suit, proceeding, inquiry
<br /> or 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 its
<br /> City Council members or officers to their respective offices, or seeking to restrain or to enjoin
<br /> the sale of the Proposition IA Receivable or to direct the application of the proceeds of the sale
<br /> thereof, or in any way contesting or affecting the validity or enforceability of any of the
<br /> Transaction Documents or any other applicable agreements or any action of the Seller
<br /> contemplated by any of said documents, or in any way contesting the powers of the Seller or its
<br /> authority with respect to the Resolution or the Transaction Documents to which it is a party or
<br /> any other applicable agreement, or any action on the part of the Seller contemplated by the
<br /> Transaction Documents, or in any way seeking to enjoin or restrain the Seller from selling the
<br /> Proposition IA Receivable or which if determined adversely to the Seller would have an adverse
<br /> effect upon the Seller's ability to sell the Proposition IA Receivable, nor to the knowledge of the
<br /> Seller is there any basis therefor.
<br /> (g) Prior to the sale of the Proposition IA Receivable to the Purchaser, the Seller
<br /> was the sole owner of the Proposition lA Receivable, and has such right, title and interest to the
<br /> Proposition IA Receivable as provided in the Act. From and after the conveyance of the
<br /> Proposition IA Receivable by the Seller to Purchaser on the Closing Date, the Seller shall have
<br /> no right, title or interest in or to the Proposition IA Receivable. Except as provided in this
<br /> Agreement, the Seller has not sold, transferred, assigned, set over or otherwise conveyed any
<br /> right, title or interest of any kind whatsoever in all or any portion of the Proposition IA
<br /> Receivable, nor has the Seller created, or to the best knowledge of the Seller permitted the
<br /> creation of, any lien, pledge, security interest or any other encumbrance (a "Lien thereon.
<br /> Prior to the sale of the Proposition l A Receivable to the Purchaser, the Seller held title to the
<br /> Proposition IA Receivable free and clear of any Liens. As of the Closing Date, this Agreement,
<br /> together with the Bill of Sale, constitutes a valid and absolute sale to the Buyer of all of the
<br /> Seller's right, title and interest in and to the Proposition I A Receivable.
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