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3. The Seller has duly authorized and executed the Transaction Documents and,
<br />assuming delivery, each Transaction Document will be legal, valid, and binding against the
<br />Seller, and enforceable against the Seller in accordance with its terms, except as enforcement
<br />may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or
<br />laws relating to or affecting creditors' rights, and the application of equitable principles and the
<br />exercise of judicial discretion in appropriate areas.
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<br /> 4. The Resolution was duly adopted at a meeting of the Goveming Body which
<br />was called and held pursuant to law with all public notice required by law and at which a quorum
<br />was present and acting when the Resolution was adopted.
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<br /> 5. The Resolution is in full fome and effect and has not been amended, modified,
<br />supplemented or rescinded.
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<br /> 6. To the best of my knowledge, no action, suit, proceeding, inquiry or
<br />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 />Governing Body mernbers or officers to their respective offices, or seeking to restrain or to
<br />enjoin the sale of the VLF 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 the Resolution, 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 or any other applicable
<br />agreement, or any action on the part of the Seller contemplated by any of said documents, or in
<br />any way seeking to enjoin or restrain the Seller from selling the VLF Receivable or which if
<br />determined adversely to the Seller would have a material and adverse effect upon the Seller's
<br />ability to sell the VLF Receivable, nor to my knowledge is there any basis therefor.
<br />
<br /> 7. 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 foregoing agreements, or
<br />consummate the transaction§ contemplated by the same, the Seller is not in breach of or default
<br />under any applicable constitutional provision, law or administrative regulation of the State or the
<br />United States or any applicable judgment or decree or any loan agreement, indenture, bond, note,
<br />resolution, agreement or other instrument to which it is a party or to which it or any of its
<br />property or assets is otherwise subject, and, to the best of my knowledge, no event has occurred
<br />and is continuing which with the passage of time or the giving of notice, or both, would
<br />constitute a default or an event of default under any such instrument, and the adoption of the
<br />Resolution and the execution and delivery by the Seller of the Transaction Documents, and
<br />compliance with the provisions thereof, under the circumstances contemplated thereby, do not
<br />and will not in any material respect conflict with or constitute on the part of the Seller a breach
<br />of or default under any agreement or other instmment to which the Seller is a party or by which
<br />it is bound or any existing law, regulation, court order or consent decree to which the Seller is
<br />subject.
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<br /> 8. Prior to the sale of the VLF Receivable to the Purchaser, the Seller was the
<br />sole owner of the VLF Receivable, and has such right, title and interest as provided in the Act.
<br />From and after the conveyance of the VLF Receivable by the Seller to Purchaser on the Closing
<br />
<br />Taxable
<br />DOCSSF1:795397. I m 1-2
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