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<br />(g) 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 />Date, the Seller shall have no interest in the VLF Receivable. Except as provided in this <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 VLF Receivable, nor has <br />the Seller created, or to the knowledge of the Seller permitted the creation of, any lien, pledge, <br />security interest or any other encumbrance (a "Lien") thereon. Prior to the sale of the VLF <br />Receivable to the Purchaser, the Seller held title to the VLF Receivable free and clear of any <br />Liens. As of the Closing Date, this Agreement, together with the Bill of Sale, constitutes a valid <br />sale to the Buyer ofthe Seller's right, title and interest in and to the VLF Receivable. <br /> <br />(h) The Seller acts solely through its authorized officers or agents. <br /> <br />(i) The Seller maintains records and books of account separate from those of the <br /> <br />Purchaser. <br /> <br />(j) The Seller maintains its respective assets separately from the assets of the <br />Purchaser (including through the maintenance of separate bank accounts); the Seller's funds and <br />assets, and records relating thereto, have not been and are not commingled with those of the <br />Purchaser. <br /> <br />(k) The Seller's principal place of business and chief executive office is located at <br />20 Civic Center Plaza, P.O. Box 1~88 M-17, Santa Ana, CA 92702. <br /> <br />(I) The Seller has received reasonably equivalent value for the VLF Receivable. <br /> <br />(m)The Seller does not act as an agent of the Purchaser in any capacity, but <br />instead presents itself to the public as an entity separate from the Purchaser. <br /> <br />(n) The Seller has not guaranteed and shall not guarantee the obligations of the <br />Purchaser, nor shall it hold itself out or permit itself to be held out as having agreed to payor as <br />being liable for the debts of the Purchaser; and the Seller has not received nor shall the Seller <br />accept any credit or financing from any Person who is relying upon the availability of the assets <br />ofthe Purchaser to satisfy the claims of such creditor. <br /> <br />(0) All transactions between or among the Seller, on the one hand, and the <br />Purchaser on the other hand (including, without limitation, transactions governed by contracts for <br />services and facilities, such as payroll, purchasing, accounting, legal and personnel services and <br />office space), whether existing on the date hereof or entered into after the date hereof, shall be on <br />terms and conditions (including, without limitation, terms relating to amounts to be paid <br />thereunder) which are believed by each such party thereto to be both fair and reasonable and <br />comparable to those available on an arms-length basis from Persons who are not affiliates. <br /> <br />6. Covenants of the Seller. <br /> <br />(a) The Seller shall not take any action or omit to take any action which adversely <br />affect the interests of the Purchaser in the VLF Receivable and in the proceeds thereof. The <br /> <br />Taxable <br />DOCSSFU95397.! <br /> <br />5 <br />