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the ability of the Purchaser, and any assignee of the Purchaser, to receive payments of the <br />Proposition lA Receivable. <br />(b) The Seller shall not take any action or omit to take any action that would <br />impair the validity or effectiveness of the Act, nor, without the prior written consent of the <br />Purchaser or its assignees, agree to any amendment, modification, termination, waiver or <br />surrender of, the terms of the Act, or waive timely performance or observance under the Act. <br />Nothing in this agreement shall impose a duty on the Seller to seek to enforce the Act or to seek <br />enforcement thereof by others, or to prevent others from modifying, terminating, discharging or <br />impairing the validity or effectiveness of the Act. <br />(c) Upon request of the Purchaser or its assignee, (i) the Seller shall execute and <br />deliver such further instruments and do such further acts (including being named as a plaintiff in <br />an appropriate proceeding) as may be reasonably necessary or proper to carry out more <br />effectively the purposes and intent of this Agreement and the Act, and (ii) the Seller shall take all <br />actions necessary to preserve, maintain and protect the title of the Purchaser to the Proposition <br />lA Receivable. <br />(d) On or before the Closing Date, the Seller shall send (or cause to be sent) an <br />irrevocable instruction to the Controller pursuant to Section 6588.6(c) of California Government <br />Code to cause the Controller to disburse all payments of the Proposition lA Receivable to the <br />Trustee, together with notice of the sale of the Proposition lA Receivable to the Purchaser and <br />the assignment of all or a portion of such assets by the Purchaser to the Trustee. Such notice and <br />instructions shall be in the form of Exhibit D hereto. The Seller shall not take any action to <br />revoke or which would have the effect of revoking, in whole or in part, such instructions to the <br />Controller. Upon sending such irrevocable instruction, the Seller shall have relinquished and <br />waived any control over the Proposition lA Receivable, any authority to collect the Proposition <br />lA Receivable, and any power to revoke or amend the instructions to the Controller <br />contemplated by this paragraph. Except as provided in Section 2(c) of this Agreement, the Seller <br />shall not rescind, amend or modify the instruction described in the first sentence of this <br />paragraph. The Seller shall cooperate with the Purchaser or its assignee in giving instructions to <br />the Controller if the Purchaser or its assignee transfers the Proposition 1 A Receivable. In the <br />event that the Seller receives any proceeds of the Proposition lA Receivable, the Seller shall <br />hold the same in trust for the benefit of the Purchaser and the Trustee and each Credit Enhancer, <br />as assignees of the Purchaser, and shall promptly remit the same to the Trustee. <br />(e) The Seller hereby covenants and agrees that it will not at any time institute <br />against the Purchaser, or join in instituting against the Purchaser, any bankruptcy, reorganization, <br />arrangement, insolvency, liquidation, or similar proceeding under any United States or state <br />bankruptcy or similar law. <br />(f) The financial statements and books and records of the Seller prepared after the <br />Closing Date shall reflect the separate existence of the Purchaser and the sale to the Purchaser of <br />the Proposition lA Receivable. <br />(g) The Seller shall treat the sale of the Proposition lA Receivable as a sale for <br />regulatory and accounting purposes. <br />55A-16 <br />