|
proceeds of the sale thereof, or in any way contesting or affecting the validity or
<br /> enforceability of the Resolution, the Transaction Documents, the Indenture, the Notes, or any
<br /> other applicable agreements or any action of the Seller contemplated by any of said
<br /> documents, or in any way contesting the powers of the Seller or its authority with respect to
<br /> the Resolution or the Transaction Documents or any other applicable agreement, or any
<br /> action on the part of the Seller contemplated by any of said documents, 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 Seller's VLF Receivable, nor to our knowledge is there any hasis therefor.
<br />
<br />5. Insofar as it would materially adversely affect the Seller's ability to enter into, carry out and
<br /> perform its obligations under any or all of the Transaction Documents, or consummate the
<br /> transactions contemplated by the same, the Seller is not in breach of or default under any
<br /> applicable constitutional provision, law or administrative regulation of the State of California
<br /> or the United States or any applicable judgment or decree or any loan agreement, indenture,
<br /> bond, note, resolution, agreement or other instrument to which it is a party or to which it or
<br /> any of its property or assets is otherwise subject, and, to the best of our knowledge, no event
<br /> has occurred and is continuing which with the passage of time or the giving of notice, or
<br /> both, would constitute a default or an event of default under any such instrument, and the
<br /> adoption of the Resolution and the execution and delivery by the Seller of the Transaction
<br /> Documents, and compliance by the Seller with the provisions thereof, under the
<br /> circumstances contemplated thereby, do not and will not in any material respect Conflict with
<br /> or constitute on the part of the Seller a breach of or default under any agreement or other
<br /> instrument to which the Seller is a party or by which it is bound or any existing law,
<br /> regulation, court order or consent decree to which the Seller is subject.
<br />
<br />6. Prior to the sale of the VLF'Receivable to the Purchaser, the Seller was the sole owner of the
<br /> VLF Receivable, and has such right, title and interest as provided in the Act. From and after
<br /> the conveyance of the VLF Receivable by the Seller to Purchaser on the Closing Date, the
<br /> 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 /> right, title or interest of any kind whatsoever in all or any portion of the Seller's VLF
<br /> Receivable, nor has the Seller created, or to our knowledge permitted the creation of, any
<br /> Lien thereon. Prior to the sale of the VLF Receivable to the Purchaser, the Seller held title to
<br /> the VLF Receivable bee and clear of any Liens.
<br />
<br />7. All approvals, consents, authorizations, elections and orders of or filings or registrations with
<br /> any governmental authority, board, agency or commission having jurisdiction which would
<br /> constitute a condition precedent to or the absence of which would materially adversely affect,
<br /> .the sale by the Seller of the Seller's VLF Receivable or the performance by the Seller of its
<br /> obligations under the Resolution and the Transaction Documents and any other applicable
<br /> agreements, have been obtained and are in full force and effect.
<br />
<br /> Taxable
<br /> DOCSSF1:795397.1 C2-2
<br />
<br />
<br />
|