SR 05:169 - Laserfiche WebLink

(g) The Seller shall treat the sale of the VLF Receivable as a sale for regulatory and accounting purposes. (h) From and after the date of th/s Agreement, the Seller shall not sell, transfer, assign, set over or otherwise convey any right, title or interest of any kind whatsoever in all or any portion of the VLF Receivable, nor shall the Seller create, or to the knowledge of the Seller permit the creation of, any Lien thereon. 7. The Purchaser's Acknowledgment. The Purchaser acknowledges that the VLF Receivable is not a debt or liability of the Seller, and that the VLF Receivable is payable solely by the State fi.om the funds of the State provided therefore. Consequently, neither the taxing power of the Seller, nor the full faith and credit thereof is pledged to the payment of the VLF Receivable. No representation is made by the Seller concerning the obligation of the State to make any payment of the VLF Receivable pursuant to Section 10754.11 of the Revenue and Taxation Code, nor is any representation made with respect to the ability of the State to enact any change in the law applicable to the Transaction Documents (including without limitation Section 10754.11 of the Revenue and Taxation Code or Section 6588.5 of the Government Code). 8. Notices of Breach. (a) Upon discovery by the Seller or the Purchaser that the Seller has breached any of its covenants or that any of the representations or warranties of the Seller or the Purchaser are materially false or misleading, in a manner that materially and adversely affects the value of the VLF Receivable, the discovering party shall give prompt written notice thereof to the other party and to the Trustee, as assignee of the Purchaser, who shall, pursuant to the Indenture, promptly thereafter notify each Credit Enhancer and the Rating Agencies. (b) The Seller shall not be liable to the Purchaser, the Trustee, the Noteholders, or any Credit Enhancer for any loss, cost or expense resulting solely from the failure of the Trustee, any Credit Enhancer or the Purchaser to promptly notify the Seller upon the discovery by an authorized officer of the Trustee, any Credit Enhancer or the Purchaser of a breach of any' covenant or any materially false or misleading representation or warranty contained herein. 9. Liabil/ty of Seller; Indemrfification. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. The Seller shall indemnify, defend and hold harmless the Purchaser, the Trustee and each Credit Enhancer, as assignees of the Purchaser, and their respective officers, directors, employees and agents from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person by the Seller's breach of any of its covenants contained herein or any materially false or misleading representation or warranty of the Seller contained herein. Notwithstanding anything to the contrary herein, the Seller shall have no liability for the payment of the principal of or interest on the Notes issued by the Purchaser. Taxable 7 DOCSSF1:817948.1