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Date, the Seller shall have no interest in the VLF Receivable. Except as provided in the Sale <br />Agreement, the Seller has not sold, transferred, assigned, set over or otherwise conveyed any <br />fight, title or interest of any kind whatsoever in all or any portion of the Seller's VLF Receivable, <br />nor has the Seller created, or to my knowledge permitted the creation of, any Lien thereon. Prior <br />to the sale of the VLF Receivable to the Purchaser, the Seller held title to the VLF Receivable <br />free and clear of any Liens. <br /> <br /> 9. To the best of my knowledge, all approvals, consents, authorizations, elections <br />and orders of or filings or registrations with any governmental authority, board, agency or <br />commission having jurisdiction which would constitute a condition precedent to, or the absence <br />of which would materially adversely affect, the sale by the Seller of the VLF Receivable or the <br />performance by the Seller of its obligations under the Resolution and the Transaction Documents <br />and any other applicable agreements, have been obtained and are in full force and effect. <br /> <br /> 10. The Disbursement Instructions are irrevocable by the Seller, and comply with <br />the requirements of Section 6588.5(c) of the California Government Code. <br /> <br /> Each Credit Enhancer, the underwriters of the Notes and Transaction Counsel <br />may rely upon this legal opinion as if it were addressed to them. <br /> <br /> Very tnlly yours, <br /> <br /> By: <br /> Seller's Cc;unsel <br /> <br /> Taxable <br /> DOCSSF1:795397.1 B 1-3 <br /> <br /> <br />