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Attachment 2
<br /> applicable law. Such transfer, grant, bargain, sale, assignment, conveyance, set over and
<br /> delivery is hereby expressly stated to be a sale and, pursuant to Section 6588.6(b) of the
<br /> California Government Code, shall be treated as an absolute sale and transfer of the Proposition
<br /> 1 A Receivable, and not as a grant of a security interest by the Seller to secure a borrowing. This
<br /> is the statement referred to in Sections 6588.6(b) and (c) of the California Government Code.
<br /> 4. Representations and Warranties of the Purchaser. The Purchaser represents
<br /> and warrants to the Seller, as of the date hereof, as follows:
<br /> (a) The Purchaser is duly organized, validly existing and in good standing under
<br /> the laws of the State of California.
<br /> (b) The Purchaser has full power and authority to enter into this Agreement and to
<br /> perform its obligations hereunder and has duly authorized such purchase and assignment of the
<br /> Proposition IA Receivable by the Purchaser by all necessary action.
<br /> (c) Neither the execution and delivery by the Purchaser of this Agreement, nor
<br /> the performance by the Purchaser of its obligations hereunder, shall conflict with or result in a
<br /> breach or default under any of its organizational documents, any law, rule, regulation, judgment,
<br /> order or decree to which it is subject or any agreement or instrument to which it is a party.
<br /> (d) To the best of the knowledge of the Purchaser, no action, suit, proceeding,
<br /> inquiry or investigation, at law or in equity, before or by any court, public board or body, is
<br /> pending or threatened in any way against the Purchaser affecting the existence of the Purchaser
<br /> or the titles of its commissioners or officers, or seeking to restrain or to enjoin the purchase of
<br /> the Proposition IA Receivable or to direct the application of the proceeds of the purchase
<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 Purchaser
<br /> contemplated by any of said documents, or in any way contesting the powers of the Purchaser or
<br /> its authority with respect to the Transaction Documents to which it is a party or any other
<br /> applicable agreement, or any action on the part of the Purchaser contemplated by the Transaction
<br /> Documents, or in any way seeking to enjoin or restrain the Purchaser from purchasing the
<br /> Proposition IA Receivable or which if determined adversely to the Purchaser would have an
<br /> adverse effect upon the Purchaser's ability to purchase the Proposition IA Receivable, nor to the
<br /> knowledge of the Purchaser is there any basis therefor.
<br /> (e) This Agreement, and its execution, delivery and performance hereof have
<br /> been duly authorized by it, and this Agreement has been duly executed and delivered by it and
<br /> constitutes its valid and binding obligation enforceable against it in accordance with the terms
<br /> hereof, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent
<br /> conveyance and other similar laws relating to or affecting creditors' rights generally or the
<br /> application of equitable principles in any proceeding, whether at law or in equity.
<br /> (f) The Purchaser is a separate legal entity, acting solely through its authorized
<br /> representatives, from the Seller, maintaining separate records, books of account, assets, bank
<br /> accounts and funds, which are not and have not been commingled with those of the Seller.
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