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7A Page 5 UTrustee"), which Bonds will be payable solely from the proceeds of the Seller's Proposition 1 A Receivable and other Proposition 1 A Receivables sold to the Purchaser by local agencies in connection with the issuance of the Bonds; WHEREAS, the Seller acknowledges that (i) any transfer of its Proposition 1A Receivable to the Purchaser pursuant to the Sale Agreement shall be treated as an absolute sale and transfer of the property so transferred and not as a pledge or grant of a security interest by City of Redwood City to secure a borrowing, (ii) any such sale of its Proposition 1 A Receivable to the Purchaser shall automatically be perfected without the need for physical delivery, recordation, filing or further act, (Hi) the provisions of Division 9 (commencing with Section 9101) of the California Commercial Code and Sections 954.5 to 955.1 of the California Civil Code, inclusive, shall not apply to the sale of its Proposition 1 A Receivable, and (iv) after such transfer, the Seller shall have no right, title, or interest in or to the Proposition 1 A Receivable sold to the Purchaser and the Proposition 1A Receivable will thereafter be owned, received, held and disbursed only by the Purchaser or a trustee or agent appointed by the Purchaser; WHEREAS, the Seller acknowledges that the Purchaser will grant a security interest in the Proposition 1 A Receivable to the Trustee and any credit enhancer to secure payment of the Bonds; WHEREAS, a portion of the proceeds of the Bonds will be used by the Purchaser to, among other things, pay the purchase price of the Proposition 1A Receivable; WHEREAS, the Seller will use the proceeds received from the sale of the Proposition 1 A Receivable for any lawful purpose as permitted under the applicable laws of the State; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF REDWOOD CITY HEREBY RESOLVES AS FOLLOWS: 1. All of the recitals set forth above are true and correct, and this City Council of Redwood City hereby so finds and determines. 2. The Seller hereby authorizes the sale of the Proposition 1 A Receivable to the Purchaser for a price equal to the amount certified as the Initial Amount (as defined in the Sate Agreement) by the County auditor pursuant to the Act. The form of Sale Agreement presented to the City Council of Redwood City is hereby approved. An Authorized Officer (as set forth in Aooendix A of this Resolution, attached hereto and by this reference incorporated herein) is hereby authorized and directed to execute and deliver the Sate Agreement on behalf of the SeHer, which shall be in the form presented at this meeting. 3. Any Authorized Officer is hereby authorized and directed to send, or to cause to be sent, an irrevocable written instruction to the State Controller (the ulrrevocable Written Instruction") notifying the State of the sale of the Proposition 1A Receivable and ATTY/RESOJRESO.1949 092909 2