EXHIBIT 10.2
EXECUTION COPY
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INDEMNIFICATION AGREEMENT
among
FINANCIAL SECURITY ASSURANCE INC.,
AFS FUNDING CORP.
and
CREDIT SUISSE FIRST BOSTON CORPORATION
Dated as of February 9, 1999
$140,000,000 Class A-1 4.980% Asset Backed Notes
$235,000,000 Class A-2 5.383% Asset Backed Notes
$130,000,000 Class A-3 5.740% Asset Backed Notes
$195,000,000 Class A-4 5.880% Asset Backed Notes
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TABLE OF CONTENTS
Page
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Section 1. Definitions...........................................................................................1
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Section 2. Representations, Warranties and Agreements of Financial Security......................................3
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Section 3. Representations, Warranties and Agreements of the Underwriters........................................5
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Section 4. Indemnification.......................................................................................6
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Section 5. Indemnification Procedures............................................................................7
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Section 6. Contribution..........................................................................................8
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Section 7. Miscellaneous.........................................................................................9
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EXHIBIT A -- Opinion of Assistant General Counsel
i
INDEMNIFICATION AGREEMENT
INDEMNIFICATION AGREEMENT dated as of February 9, 1999 among FINANCIAL
SECURITY ASSURANCE INC. ("Financial Security"), AFS FUNDING CORP., (the
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"Seller") and CREDIT SUISSE FIRST BOSTON CORPORATION as the Representative (as
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defined below):
Section 1. Definitions. For purposes of this Agreement, the following
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terms shall have the meanings provided below:
"Agreement" means this Indemnification Agreement, as amended from time
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to time.
"Federal Securities Laws" means the Securities Act, the Securities
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Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company
Act of 1940, the Investment Advisers Act of 1940 and the Public Utility Holding
Company Act of 1935, each as amended from time to time, and the rules and
regulations in effect from time to time under such Acts.
"Financial Security Agreements" means this Agreement, the Stock Pledge
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Agreement, the Spread Account Agreement, the Spread Account Agreement Supplement
and the Insurance Agreement.
"Financial Security Information" has the meaning provided in Section
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2(g) hereof.
"Financial Security Party" means any of Financial Security, its parent,
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subsidiaries and affiliates, and any shareholder, director, officer, employee,
agent or "controlling person" (as such term is used in the Securities Act) of
any of the foregoing.
"Indemnified Party" means any party entitled to any indemnification
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pursuant to Section 4 hereof.
"Indemnifying Party" means any party required to provide
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indemnification pursuant to Section 4 hereof.
"Insurance Agreement" means the Insurance and Indemnity Agreement,
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dated as of February 9, 1999 among Financial Security, the Trust, AmeriCredit
Financial Services, Inc., AFS Funding Corp. and AmeriCredit Corp.
"Losses" means (a) any actual out-of-pocket damages incurred by the
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party entitled to indemnification or contribution hereunder, (b) any actual
out-of-pocket costs or expenses incurred by such party, including reasonable
fees or expenses of its counsel and other expenses incurred in connection with
investigating or defending any claim, action or other proceeding which entitle
such party to be indemnified hereunder (subject to the limitations set forth in
Section 5 hereof), to the
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extent not paid, satisfied or reimbursed from funds provided by any other Person
other than an affiliate of such party (provided that the foregoing shall not
create or imply any obligation to pursue recourse against any such other
Person), plus (c) interest on the amount paid by the party entitled to
indemnification or contribution from the date of such payment to the date of
payment by the party who is obligated to indemnify or contribute hereunder at
the statutory rate applicable to judgments for breach of contract.
"Offering Document" means the Prospectus and any other material or
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documents delivered by the Underwriters to any Person in connection with the
offer or sale of the Securities.
"Person" means any individual, partnership, joint venture, corporation,
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trust, unincorporated organization or other organization or entity (whether
governmental or private).
"Policy" means the financial guaranty insurance policy delivered by
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Financial Security with respect to the Securities.
"Prospectus" means, collectively, the Prospectus relating to the
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Securities dated October 26, 1998 and the Prospectus Supplement dated February
12, 1999 (the "Prospectus Supplement") relating to the Securities.
"Representative" means Credit Suisse First Boston Corporation as
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representative of the Underwriters.
"Securities" means the Trust's $140,000,000 Class A-1 4.980% Asset
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Backed Notes, $235,000,000 Class A-2 5.383% Asset Backed Notes, $130,000,000
Class A-3 5.740% Asset Backed Notes and $195,000,000 Class A-4 5.880% Asset
Backed Notes issued pursuant to the Series 1999-A Indenture.
"Securities Act" means the Securities Act of 1933, as amended from time
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to time.
"Seller Party" means any of the Seller, its parent, subsidiaries and
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affiliates and any shareholder, director, officer, employee, agent or
"controlling person" (as such term is used in the Securities Act) of any of the
foregoing.
"Spread Account Agreement" means the Spread Account Agreement, as
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amended and restated, dated as of May 11, 1998, among Financial Security, AFS
Funding Corp., the collateral agent named therein and the trustees specified
therein, as the same may be amended, supplemented or otherwise modified in
accordance with the terms thereof.
"Spread Account Agreement Supplement" means the Series 1999-A
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Supplement to Spread Account Agreement, dated as of February 9, 1999, among
Financial Security, AFS Funding Corp., the collateral agent named therein and
the trustees specified therein.
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"Stock Pledge Agreement" means the Stock Pledge Agreement, dated as of
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May 1, 1996 among Financial Security, AmeriCredit Financial Services, Inc. and
the collateral agent named therein, as the same may be amended, supplemented or
otherwise modified in accordance with the terms thereof.
"Trust" means AmeriCredit Automobile Receivables Trust 1999-A.
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"Underwriters" means Credit Suisse First Boston Corporation, Bear,
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Xxxxxxx & Co. Inc., Chase Securities Inc. and NationsBanc Xxxxxxxxxx Securities
LLC, as underwriters.
"Underwriter Information" has the meaning provided in Section 3(c)
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hereof.
"Underwriter Party" means any of the Underwriters, its respective
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parent, subsidiaries and affiliates and any shareholder, director, officer,
employee, agent or "controlling person" (as such item is used in the Securities
Act) of any of the foregoing.
"Underwriting Agreement" means the Underwriting Agreement, dated as of
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February 12, 1999 among the Seller, AmeriCredit Financial Services, Inc. and the
Underwriters.
Section 2. Representations, Warranties and Agreements of Financial
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Security. Financial Security represents, warrants and agrees as follows:
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(a) Organization, Etc. Financial Security is a stock insurance
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company duly organized, validly existing and authorized to transact
financial guaranty insurance business under the laws of the State of
New York.
(b) Authorization, Etc. The Policy and the Financial Security
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Agreements have been duly authorized, executed and delivered by
Financial Security.
(c) Validity, Etc. The Policy and the Financial Security
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Agreements constitute valid and binding obligations of Financial
Security, enforceable against Financial Security in accordance with
their terms, subject, as to the enforcement of remedies, to bankruptcy,
insolvency, reorganization, rehabilitation, moratorium and other
similar laws affecting the enforceability of creditors' rights
generally applicable in the event of the bankruptcy or insolvency of
Financial Security and to the application of general principles of
equity and subject, in the case of this Agreement, to principles of
public policy limiting the right to enforce the indemnification
provisions contained herein.
(d) Exemption From Registration. The Policy is exempt from
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registration under the Securities Act.
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(e) No Conflicts. Neither the execution or delivery by
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Financial Security of the Policy or the Financial Security Agreements,
nor the performance by Financial Security of its obligations
thereunder, will conflict with any provision of the certificate of
incorporation or the bylaws of Financial Security nor result in a
breach of, or constitute a default under, any material agreement or
other instrument to which Financial Security is a party or by which any
of its property is bound nor violate any judgment, order or decree
applicable to Financial Security of any governmental or regulatory
body, administrative agency, court or arbitrator having jurisdiction
over Financial Security (except that, in the published opinion of the
Securities and Exchange Commission, the indemnification provisions of
this Agreement, insofar as they relate to indemnification for
liabilities arising under the Securities Act, are against public policy
as expressed in the Securities Act and are therefore unenforceable).
(f) Financial Information. The consolidated balance sheets of
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Financial Security as of December 31, 1997 and December 31, 1996 and
the related consolidated statements of income, changes in shareholder's
equity and cash flows for the fiscal years then ended, and the interim
consolidated balance sheet of Financial Security as of September 30,
1998, and the related statements of income, changes in shareholder
equity and cash flows for the interim period then ended, which are
incorporated by reference in the Prospectus, fairly present in all
material respects the financial condition of Financial Security as of
such dates and for such periods in accordance with generally accepted
accounting principles consistently applied (subject as to interim
statements to normal year-end adjustments) and since the date of the
most current interim consolidated balance sheet referred to above there
has been no change in the financial condition of Financial Security
which would materially and adversely affect its ability to perform its
obligations under the Policy.
(g) Financial Security Information. The information in the
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Prospectus Supplement set forth under the caption "The Insurer" (as
revised from time to time in accordance with the provisions hereof, the
"Financial Security Information") is limited and does not purport to
provide the scope of disclosure required to be included in a prospectus
with respect to a registrant in connection with the offer and sale of
securities of such registrant registered under the Securities Act.
Within such limited scope of disclosure, however, as of the date of the
Prospectus Supplement and as of the date hereof, the Financial Security
Information does not contain any untrue statement of a material fact,
or omit to state a material fact necessary to make the statements
contained therein, in the light of the circumstances under which they
were made, not misleading.
(h) Additional Information. Financial Security will furnish to
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the Underwriters or the Seller, upon request of the Underwriters or the
Seller, as the case may be, copies of Financial Security's most recent
financial statements (annual or interim, as the case may be) which
fairly present in all material respects the financial condition of
Financial Security as of the dates and for the periods indicated, in
accordance with generally accepted accounting principles consistently
applied except as noted therein (subject, as to interim statements, to
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normal year-end adjustments). In addition, if the delivery of a
Prospectus relating to the Securities is required at any time prior to
the expiration of nine months after the time of issue of the Prospectus
in connection with the offering or sale of the Securities, the Seller
or the Underwriters will notify Financial Security of such requirement
to deliver a Prospectus and Financial Security will promptly provide
the Underwriters and the Seller with any revisions to the Financial
Security Information that are in the judgment of Financial Security
necessary to prepare an amended Prospectus or a supplement to the
Prospectus.
(i) Opinion of Counsel. Financial Security will furnish to the
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Underwriters and the Seller on the closing date for the sale of the
Securities an opinion of its Assistant General Counsel, to the effect
set forth in Exhibit A attached hereto, dated such closing date and
addressed to the Seller and the Underwriters.
(j) Consents and Reports of Independent Accountants. Financial
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Security will furnish to the Underwriters and the Seller, upon request,
as comfort from its independent accountants in respect of its financial
condition, (i) at the expense of the Person specified in the Insurance
Agreement, a copy of the Prospectus, including either a manually signed
consent or a manually signed report of Financial Security's independent
accountants and (ii) the quarterly review letter by Financial
Security's independent accountants in respect of the most recent
interim financial statements of Financial Security.
Nothing in this Agreement shall be construed as a representation or warranty by
Financial Security concerning the rating of its insurance financial strength by
Xxxxx'x Investors Service, Inc., its insurer financial strength by Standard &
Poor's Ratings Services and Standard & Poor's (Australia) Pty. Ltd., its
claims-paying ability by Fitch IBCA, Inc. and Japan Rating and Investment
Information, Inc. or any other rating assigned by a rating agency (collectively,
the "Rating Agencies"). The Rating Agencies, in assigning such ratings, take
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into account facts and assumptions not described in the Prospectus and the facts
and assumptions which are considered by the Rating Agencies, and the ratings
issued thereby, are subject to change over time.
Section 3. Representations, Warranties and Agreements of the
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Underwriters. Each of the Underwriters represents, warrants and agrees as
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follows:
(a) Compliance With Laws. Such Underwriter will comply in all
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material respects with all legal requirements in connection with offers
and sales of the Securities and make such offers and sales in the
manner provided in the Prospectus.
(b) Offering Document. Such Underwriter will not use, or
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distribute to other broker-dealers for use, any Offering Document in
connection with the offer and sale of the Securities unless such
Offering Document includes such information as has been furnished by
Financial Security for inclusion therein and the information therein
concerning Financial Security has been approved by Financial Security
in writing. Financial Security hereby
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consents to the information in respect of Financial Security included
in the Prospectus. Each Offering Document will include the following
statement:
"The Policy is not covered by the property/casualty insurance
security fund specified in Article 76 of the New York
Insurance Law".
Each Offering Document including financial information with respect to
Financial Security prepared in accordance with generally accepted
accounting principles will include the following statement immediately
preceding such financial information:
"The New York State Insurance Department recognizes only
statutory accounting practices for determining and reporting
the financial condition and results of operations of an
insurance company, for determining its solvency under the New
York Insurance Law, and for determining whether its financial
condition warrants the payment of a dividend to its
stockholders. No consideration is given by the New York State
Insurance Department to financial statements prepared in
accordance with generally accepted accounting principles in
making such determinations."
(c) Underwriter Information. All material provided by the
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Underwriters for inclusion in the Prospectus (as revised from time to
time, the "Underwriter Information"), insofar as such information
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relates to the Underwriters, is true and correct in all material
respects. In respect of the Prospectus Supplement, the Underwriter
Information is limited to the information set forth (i) on the cover
page in the table containing the price to the public, the underwriting
discount and the proceeds to the Seller with respect to the Securities
and in the paragraph immediately following such table and under the
caption "Underwriting".
Section 4. Indemnification.
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(a) Financial Security agrees, upon the terms and subject to
the conditions provided herein, to indemnify, defend and hold harmless
each Seller Party and each Underwriter Party against (i) any and all
Losses incurred by them with respect to the offer and sale of the
Securities and resulting from Financial Security's breach of any of its
representations, warranties or agreements set forth in Section 2 hereof
and (ii) any and all Losses to which any Seller Party or Underwriter
Party may become subject, under the Securities Act or otherwise,
insofar as such Losses arise out of or result from an untrue statement
of a material fact contained in any Offering Document or the omission
to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case
to the extent, but only to the extent, that such untrue statement or
omission was
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made in the Financial Security Information included therein in
accordance with the provisions hereof.
(b) Each of the Underwriters, agrees, upon the terms and
subject to the conditions provided herein, to indemnify, defend and
hold harmless each Financial Security Party and each Seller Party
against (i) any and all Losses incurred by them with respect to the
offer and sale of the Securities and resulting from the Underwriters'
breach of any of its representations, warranties or agreements set
forth in Section 3 hereof and (ii) any and all Losses to which any
Financial Security Party or Seller Party may become subject, under the
Securities Act or otherwise, insofar as such Losses arise out of or
result from an untrue statement of a material fact contained in any
Offering Document or the omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the
extent, that such untrue statement or omission was made in the
Underwriter Information included therein.
(c) Upon the incurrence of any Losses for which a party is
entitled to indemnification hereunder, the Indemnifying Party shall
reimburse the Indemnified Party promptly upon establishment by the
Indemnified Party to the Indemnifying Party of the Losses incurred.
Section 5. Indemnification Procedures. Except as provided below in
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Section 6 with respect to contribution, the indemnification provided herein by
an Indemnifying Party shall be the exclusive remedy of any and all Indemnified
Parties for the breach of a representation, warranty or agreement hereunder by
an Indemnifying Party; provided, however, that each Indemnified Party shall be
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entitled to pursue any other remedy at law or in equity for any such breach so
long as the damages sought to be recovered shall not exceed the Losses incurred
thereby resulting from such breach. In the event that any action or regulatory
proceeding shall be commenced or claim asserted which may entitle an Indemnified
Party to be indemnified under this Agreement, such party shall give the
Indemnifying Party written or telegraphic notice of such action or claim
reasonably promptly after receipt of written notice thereof. The Indemnifying
Party shall be entitled to participate in and, upon notice to the Indemnified
Party, assume the defense of any such action or claim in reasonable cooperation
with, and with the reasonable cooperation of, the Indemnified Party. The
Indemnified Party will have the right to employ its own counsel in any such
action in addition to the counsel of the Indemnifying Party, but the fees and
expenses of such counsel will be at the expense of such Indemnified Party,
unless (a) the employment of counsel by the Indemnified Party at its expense has
been authorized in writing by the Indemnifying Party, (b) the Indemnifying Party
has not in fact employed counsel satisfactory to Financial Security to assume
the defense of such action within a reasonable time after receiving notice of
the commencement of the action, or (c) the named parties to any such action or
proceeding (including any impleaded parties) include both the Indemnifying Party
and one or more Indemnified Parties, and the Indemnified Parties shall have been
advised by counsel that (A) there may be one or more legal defenses available to
them which are different from or additional to those available to the
Indemnifying Party and (B) the representation of the
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Indemnifying Party and such Indemnified Parties by the same counsel would be
inappropriate or contrary to prudent practice (in which case, if such
Indemnified Parties notify the Indemnifying Party in writing that they elect to
employ separate counsel at the expense of the Indemnifying Party, the
Indemnifying Party shall not have the right to assume the defense of such action
or proceeding on behalf of such Indemnified Parties, it being understood,
however, that the Indemnifying Party shall not, in connection with any one such
action or proceeding or separate but substantially similar or related actions or
proceedings in the same jurisdiction arising out of the same general allegations
or circumstances, be liable for the reasonable fees and expenses of more than
one separate firm of attorneys at any time for all Seller Parties, one such firm
for all Underwriter Parties and one such firm for all Financial Security
Parties, as the case may be, which firm shall be designated in writing by the
Seller in respect of the Seller Parties, by the Underwriters in respect of the
Underwriter Parties and by Financial Security in respect of the Financial
Security Parties), in each of which cases the fees and expenses of counsel will
be at the expense of the Indemnifying Party and all such fees and expenses will
be reimbursed promptly as they are incurred. The Indemnifying Party shall not be
liable for any settlement of any such claim or action unless the Indemnifying
Party shall have consented thereto or be in default in its obligations
hereunder. Any failure by an Indemnified Party to comply with the provisions of
this Section shall relieve the Indemnifying Party of liability only if such
failure is prejudicial to the position of the Indemnifying Party and then only
to the extent of such prejudice.
Section 6. Contribution.
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(a) To provide for just and equitable contribution if the
indemnification provided by any Indemnifying Party is determined to be
unavailable for any Indemnified Party (other than due to application of
this Section), each Indemnifying Party shall contribute to the Losses
arising from any breach of any of its representations, warranties or
agreements contained in this Agreement on the basis of the relative
fault of each of the parties as set forth in Section 6(b) below;
provided, however, that an Indemnifying Party shall in no event be
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required to contribute to all Indemnified Parties an aggregate amount
in excess of the Losses incurred by such Indemnified Parties resulting
from the breach of representations, warranties or agreements contained
in this Agreement.
(b) The relative fault of each Indemnifying Party, on the one
hand, and of each Indemnified Party, on the other, shall be determined
by reference to, among other things, whether the breach of, or alleged
breach of, any representations, warranties or agreements contained in
this Agreement relates to information supplied by, or action within the
control of, the Indemnifying Party or the Indemnified Party and the
parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such breach.
(c) The parties agree that Financial Security shall be solely
responsible for the Financial Security Information and the Underwriters
shall be solely responsible for the
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Underwriter Information and that the balance of each Offering Document
shall be the responsibility of the Seller.
(d) Notwithstanding anything in this Section 6 to the
contrary, the Underwriters shall not be required to contribute an
amount in excess of the amount by which the total price of the
Securities underwritten by the Underwriters exceeds the amount of any
damages that the Underwriters have otherwise been required to pay in
respect of such untrue statement or omission.
(e) No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from any person who was not guilty of such fraudulent
misrepresentation.
(f) Upon the incurrence of any Losses entitled to contribution
hereunder, the contributor shall reimburse the party entitled to
contribution promptly upon establishment by the party entitled to
contribution to the contributor of the Losses incurred.
Section 7. Miscellaneous.
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(a) Notices. All notices and other communications provided for
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under this Agreement shall be delivered to the address set forth below
or to such other address as shall be designated by the recipient in a
written notice to the other party or parties hereto.
If to Financial Security: Financial Security Assurance Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Senior Vice President --
Transaction Oversight Department (with a
copy to the attention of the General
Counsel)
Re: AmeriCredit Automobile Receivables
Trust 1999-A
Confirmation: (000) 000-0000
Telecopy Nos.: (000) 000-0000,
(000) 000-0000
If to the Seller: AFS Funding Corp.
0000 Xxxxxxxxx Xxx
Xxxx, Xxxxxx 00000
Attention: General Counsel
Confirmation:
Telecopy No.:
If to the Underwriters: Credit Suisse First Boston Corporation
0
Xxxxxx Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxx
Confirmation: (000) 000-0000
Telecopy No.: (000) 000-0000
(b) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
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CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
(c) Assignments. This Agreement may not be assigned by any
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party without the express written consent of each other party. Any
assignment made in violation of this Agreement shall be null and void.
(d) Amendments. Amendments of this Agreement shall be in
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writing signed by each party hereto.
(e) Survival, Etc. The indemnity and contribution agreements
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contained in this Agreement shall remain operative and in full force
and effect, regardless of (i) any investigation made by or on behalf of
any Indemnifying Party, (ii) the issuance of the Securities or (iii)
any termination of this Agreement or the Policy. The indemnification
provided in this Agreement will be in addition to any liability which
the parties may otherwise have and shall in no way limit any
obligations of the Seller under the Initial Purchase Agreement or the
Insurance Agreement.
(f) Counterparts. This Agreement may be executed in
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counterparts by the parties hereto, and all such counterparts shall
constitute one and the same instrument.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Indemnification
Agreement to be duly executed and delivered as of the date first above written.
FINANCIAL SECURITY ASSURANCE INC.
By /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
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Authorized Officer
AFS FUNDING CORP.
By /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: Executive Vice President and Treasurer
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CREDIT SUISSE FIRST BOSTON
CORPORATION
By /s/ Xxxxxxx x'Xxxxxx
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Name: Xxxxxxx x'Xxxxxx
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Title: Managing Director
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EXHIBIT A
OPINION OF ASSISTANT GENERAL COUNSEL
Based upon the foregoing, I am of the opinion that:
1. Financial Security is a stock insurance company duly organized,
validly existing and authorized to transact financial guaranty insurance
business under the laws of the State of New York.
2. The Policy and the Financial Security Agreements have been duly
authorized, executed and delivered by Financial Security.
3. The Policy and the Financial Security Agreements constitute valid
and binding obligations of Financial Security, enforceable against Financial
Security in accordance with their terms, subject, as to the enforcement of
remedies, to bankruptcy, insolvency, reorganization, rehabilitation, moratorium
and other similar laws affecting the enforceability of creditors' rights
generally applicable in the event of the bankruptcy or insolvency of Financial
Security and to the application of general principles of equity and subject, in
the case of the Indemnification Agreement, to principles of public policy
limiting the right to enforce the indemnification provisions contained therein
insofar as they relate to indemnification for liabilities arising under
applicable securities laws.
4. The Policy is exempt from registration under the Securities Act of
1933, as amended (the "Act").
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5. Neither the execution or delivery by Financial Security of the
Policy or the Financial Security Agreements, nor the performance by Financial
Security of its obligations thereunder, will conflict with any provision of the
certificate of incorporation or the bylaws of Financial Security or violate any
law or regulation, which violation would impair the binding effect or
enforceability of the Policy or any of the Agreements or, to the best of my
knowledge, result in a breach of, or constitute a default under, any agreement
or other instrument to which Financial Security is a party or by which it or any
of its property is bound or, to the best of my knowledge, violate any judgment,
order or decree applicable to Financial Security of any governmental or
regulatory body, administrative agency, court or arbitrator having jurisdiction
over Financial Security (except that in the published opinion of the Securities
and Exchange Commission the indemnification provisions of the Indemnification
Agreement, insofar as they relate to indemnification for liabilities arising
under the Act, are against public policy as expressed in the Act and are
therefore unenforceable).
In addition, please be advised that I have reviewed the description of
Financial Security under the caption "The Insurer" in the Prospectus (the
"Offering Document") of the Seller with
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respect to the Securities. The information provided in the Offering Document
with respect to Financial Security is limited and does not purport to provide
the scope of disclosure required to be included in a prospectus with respect to
a registrant under the Act in connection with the public offer and sale of
securities of such registrant. Within such limited scope of disclosure, however,
there has not come to my attention any information which would cause me to
believe that the description of Financial Security referred to above, as of the
date of the Offering Document or as of the date of this opinion, contained or
contains any untrue statement of a material fact or omitted or omits to state a
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading (except that I express
no opinion with respect to any financial statements or other financial
information contained or referred to therein).
