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(c) This Agreement has been, and as of the Closing Date the Bill of Sale will have
<br />been, duly executed and delivered by the Seller and, assuming the due authorization, execution
<br />and delivery of this Agreement by the Purchaser, constitutes a legal, valid and binding obligation
<br />of the Seller enforceable in accordance with its terms, subject to the effect of bankruptcy,
<br />insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to
<br />or affecting creditors' rights generally or the application of equitable principles in any
<br />proceeding, whether at law or in equity.
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<br /> (d) All approvals, consents, authorizations, elections and orders of or filings or
<br />registrations with any governmental authority, board, agency or commission having jurisdiction
<br />which would constitute a condition precedent to, or the absence of which would adversely affect,
<br />the sale by the Seller of the VLF Receivable or the performance by the Seller of its obligations
<br />under the Resolution and the Transaction Documents and any other applicable agreements, have
<br />been obtained and are in full fome and effect.
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<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 in any material
<br />respect conflict with or constitute on the part of the Seller a breach of or default under any
<br />agreement or other instrument to which the Seller is a party or by which it is bound or any
<br />existing law, regulation, court order or consent decree to which the Seller is subject.
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<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 VLF Receivable or to direct the application of the proceeds of the sale thereof, or
<br /> in any way contesting or affecting the validity or enforceability of any of the Transaction
<br /> Documents or any other applicable agreements or any action of the Seller contemplated by any
<br /> of said documents, or in any way contesting the powers of the Seller or its authority with respect
<br /> to the Resolution or the Transaction Documents to which the Seller is a party or any other
<br /> applicable agreement, or any action on the part of the Seller contemplated by the Transaction
<br /> Documents, or in any way seeking to enjoin or restrain the Seller from selling the VLF
<br /> Receivable or which if determined adversely to the Seller would have an adverse effect upon the
<br /> Seller's ability to sell the VLF Receivable, nor to the knowledge of the Seller is there any basis
<br /> therefor.
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<br /> Taxable
<br /> DOCSSF1:795397.1 4
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