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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 />(~ 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 ] A 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 l A Receivable or which if determined adversely to the Seller would have an adverse
<br />effect upon the Seller's ability to sell the Proposition lA Receivable, nor to the knowledge of the
<br />Seller is there any basis therefor.
<br />(g) Prior to the sale of the Proposition 1A 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 l A Receivable as provided in the Act. From and after the conveyance of the
<br />Proposition 1 A 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 1 A 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 lA
<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 1A Receivable to the Purchaser, the Seller held title to the
<br />Proposition lA 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 l A Receivable.
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