01-15-2019 - AGENDA ITEM 07 APPROVAL OF ASSIGNMENT AGREEMENT AND RELATED CUSTODIAL AGREEMENT ENTERED INTO IN CONNECTION WITH THE ISSUANCE OF REDEVELOPMENT AGENCY OF WEST COVINA CAGENDA ITEM NO. 7
AGENDA STAFF REPORT
City of West Covina I Office of the City Manager
DATE: January 15, 2019
TO: Mayor and City Council
FROM: Chris Freeland
City Manager
SUBJECT: APPROVAL OF ASSIGNMENT AGREEMENT AND RELATED CUSTODIAL
AGREEMENT ENTERED INTO IN CONNECTION WITH THE ISSUANCE OF
REDEVELOPMENT AGENCY OF WEST COVINA COMMUNITY FACILITIES
DISTRICT NO. 1989-1 (FASHION PLAZA) 1996 SPECIAL TAX REFUNDING BONDS
RECOMMENDATION:
It is recommended that the City Council, acting as the Successor Agency to the former West Covina
Redevelopment Agency, adopt the following resolution:
RESOLUTION NO.2019-03 — A RESOLUTION OF THE SUCCESSOR AGENCY OF THE
FORMER WEST COVINA REDEVELOPMENT AGENCY APPROVING AN ASSIGNMENT
AGREEMENT RELATING TO THE ASSIGNMENT OF THE COLLATERALIZED
INVESTMENT AGREEMENT AND RELATED CUSTODIAL AGREEMENT ENTERED INTO
IN CONNECTION WITH THE ISSUANCE OF THE REDEVELOPMENT AGENCY OF THE
CITY OF WEST COVINA COMMUNITY FACILITIES DISTRICT NO. 1989-1 (FASHION
PLAZA) 1996 SPECIAL TAX REFUNDING BONDS AND THE TAKING OF CERTAIN
ACTIONS IN CONNECTION THEREWITH
BACKGROUND:
In August 1996, the Redevelopment Agency of the City of West Covina Community Facilities District No.
1989-1 (CFD) issued $51,220,000 aggregate principal amount of 1996 Special Tax Refunding Bonds (the
"1996 Bonds"). These bonds were a refunding of bonds previously issued by the CFD to make public
improvements at the Fashion Plaza. The bonds are funded through a special tax levy on the Plaza, as well as
sales tax and property tax increment revenues generated by the Plaza improvements over the years.
A requirement of the bond issuance was the development of a reserve account, which was to be maintained for
the life of the bonds and be invested to pay down the bonds at the end of the term. In connection with the
issuance of the 1996 Bonds, the Redevelopment Agency of the City of West Covina acknowledged and agreed
to the execution of a Collateralized Investment Agreement, (the "Investment Agreement"), by and among the
U.S. Bank National Association ("U.S. Bank"), as fiscal agent, Wells Fargo Bank, National Association
("Wells Fargo"), as custodian and Portigon AG ("Portigon"), as the seller of certain securities, for the purposes
of funding and maintaining a reserve for the 1996 Bonds. In connection with the Investment Agreement, the
parties also entered into a Custodial Agreement. The bonds are scheduled to mature in September 2022. The
reserve account has a current balance of $5,002,670, which is expected to pay the final year's debt service on
binding obligation, enforceable against the respective party in accordance with
its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium
or similar laws affecting creditors' rights generally and subject, as to
enforceability, to equitable principles of general application, (regardless of
whether enforcement is sought in a proceeding in equity or at law)).
(ii) Each of the Transferor and the Remaining Party represents and
warrants to each other and to the Transferee that:
(A) no event or condition has occurred that constitutes (or
would with the giving of notice or the passage of time or both
constitute) a default (as such term is described in Article VII of the Old
Agreement), with respect to such party, and no such event would occur as a
result of such party's entering into or performing its obligation under this
Assignment Agreement, provided that the Transferor no longer has the
rating required under the Old Agreement. The Issuer, the Transferee and
the Remaining Party hereby waive any right it may have under the Old
Agreement with respect to the Transferor not meeting the rating required
under the Old Agreement;
(B) it has made no prior transfer (whether by way of security or
otherwise) of the Old Agreement or any interest or obligation in or under
the Old Agreement); and
(C) as of the Assignment Date, all obligations of the Transferor
and the Remaining Party under the Old Agreement required to be
performed on or before the Assignment Date have been fulfilled, other
than any such obligations that would not have a materially, adverse effect
upon the consummation of the transactions contemplated under the Old
Agreement.
(iii) The Transferor makes no representation or warranty and does not
assume any responsibility with respect to the legality, validity, effectiveness,
adequacy or enforceability of any New Agreement or any documents relating
thereto and does not assume any responsibility with respect to and assumes no
responsibility for the condition, financial or otherwise, of the Remaining Party,
the Transferee or any other person or for the performance and observance by
the Remaining Party, the Transferee or any other person (other than the Transferor)
of any of its obligations under the Old Agreement or any document relating
thereto and any and all such conditions and warranties, whether express or implied
by law or otherwise, are hereby excluded.
5. Counterparts. This Assignment Agreement (and each amendment, modification
and waiver in respect of it) may be executed and delivered in counterparts (including by
facsimile transmission), each of which will be deemed an original.
6. Costs and Expenses. The parties will each pay their own costs and expenses
(including legal fees) incurred in connection with this Assignment Agreement and as a result of
the negotiation, preparation and execution of this Assignment Agreement, provided the
Remaining Party shall be entitiled to the provisions of the Fiscal Agent Agreement in
connection with payment of the Remaining Party's compensation, costs and expenses (including
legal fees).
7. Amendments. No amendment, modification or waiver in respect of this
Assignment Agreement will be effective unless in writing (including a writing evidenced by a
facsimile transmission) and executed by each of the parties or confirmed by an exchange of
electronic messages on an electronic messaging system.
8. (a) Governing Law. This Assignment Agreement will be governed by and
construed in accordance with the law of the State of New York (without giving effect to any
provision of New York law that would cause another jurisdiction's laws to be applied).
(b) Jurisdiction. With respect to any suit, action or proceedings relating to this
Assignment Agreement ("Proceedings"), each party irrevocably:
(i) submits to the jurisdiction of the exclusive jurisdiction of the
courts of the State of New York and the United States District Court located in
the borough of Manhattan in New York City, if this Agreement is expressed to
be governed by the laws of the State of New York; and
(ii) waives any objection which it may have at any time to the laying
of venue of any Proceedings brought in any such court, waives any claim that
such Proceedings have been brought in an inconvenient forum and further waives
the right to object, with respect to such Proceedings, that such court does not have
any jurisdiction over such party.
9. Sufficiency of Consideration. Each party acknowledges and agrees that the
undertakings made by the other parties pursuant to this Assignment Agreement constitute
sufficient consideration for its own undertakings herein. No payments are due from the
Remaining Party to the other parties in respect of the assignment effected hereby or to the
Remaining Party from the other parties in respect of the assignment effected hereby.
10. Documents to be Delivered. On the Assignment Date, the Remaining Party
will provide to the Transferee:
(i) a certificate evidencing the authority, incumbency, and specimen signature of
each person executing any documents on the Remaining Party's behalf in connection
with this Assignment Agreement; and
(iii) a copy of the Fiscal Agent Agreement.
11. Delivery of Substitute Securities. On the Assignment Date, the Transferee shall
deliver Substitute Securities to the Custodian pursuant to Section 5.4 of the New Agreement and
the Custodian shall deliver the Purchased Securities being substituted for to the Transferor.
12. Waiver of Jury Trial. To the extent permitted by applicable laws, each party
hereto waives its right to a jury trial of any claim or cause of action based upon or arising out
of this Assignment Agreement or any of the transactions contemplated hereby or thereby,
including contract claims, tort claims, breach of duty claims, and all other common law or
statutory claims.
13. Additional Agreement of the Transferor and the Remaining Party. In
connection with this Assignment Agreement, the Transferor and the Remaining Party each
agrees that (i) the Transferee is acting and has acted solely as a principal, in the Transferee's
own best interests, and not as an agent, advisor or fiduciary of Transferor or the Remaining
Party, (ii) the Transferee has not assumed a fiduciary responsibility in favor of the Transferor or
the Remaining Party with respect to this Assignment Agreement and (iii) nothing in this
Assignment Agreement or in any prior relationship between the Transferee and the Transferor or
the Remaining Party will be deemed to create an advisory, fiduciary or agency relationship
between the Transferee and the Transferor or the Remaining Party in respect of this
Assignment Agreement (whether or not the Transferee, or any affiliate of the Transferee, has
provided or is currently providing other services to the Transferor or the Remaining Party on
related or other matters). In addition, the Transferor and the Remaining Party each acknowledges
that it has (i) determined, without reliance upon the Transferee or any of its affiliates, the
financial and economic risks and merits, as well as the legal, tax and accounting
characterizations and consequences, of this Assignment Agreement and it is capable of assuming
such risks and (ii) consulted with its own legal, tax, accounting and financial advisors to
determine whether this Assignment Agreement is in its best interest and made an independent
analysis and decision to enter into this Assignment Agreement based on such advice.
14. Direction to Remaining Party. The Successor Agency to the Redevelopment
Agency of the City of West Covina, by its signature below, authorizes and directs the Remaining
Party to execute and deliver this Assignment Agreement.
IN W]TNESS WHEREOF the parties have executed this Assignment Agreement on the
respective dates specified below with effect from and including the Assignment Date.
PORTIGON AG
By:
By:
Date:
BANK OF AMERICA, N.A.
By:
Name:
Date:
U.S. BANK NATIONAL ASSOCIATION, as fiscal agent
By:
Consented to, Acknowledged and Accepted by:
SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF
WEST COVINA
By:
ANNEX 1
[Collateralized Investment Agreement]
ANNEX 2
[Custody Agreement]
EXHIBIT A
CONSENT AND ACKNOWLEDGMENT OF CUSTODIAN
The undersigned, as a party to the Collateralized Investment Agreement dated as of
August 7, 1996 (the "Investment Agreement") and as Custodian under the related Custody
Agreement dated as of August 7, 1996 (the "Custody Agreement"), acknowledges and consents
to the above and foregoing Assignment Agreement (the "Assignment Agreement") and further
acknowledges, agrees and represents as follows:
(a) The Custodian currently holds Purchased Securities delivered by the
Transferor (as defined in the Assignment Agreement to which this Consent and
Acknowledgment is attached) under the terms of the Investment Agreement and the
Custody Agreement. Pursuant to Section 5.4 of the Investment Agreement, the
Custodian shall return such Purchased Securities to the Transferor upon receipt of
Substitute Securities delivered by the Transferee (as defined in the Assignment
Agreement) and written direction from the Transferor regarding return of such Purchased
Securities to the Transferor. Such return shall settle on the date the Custodian receives
such Purchased Securities from the Transferee, provided that the Custodian has received
written direction from the Transferor in accordance with Section 5.4 of the Investment
Agreement;
(b) Such Purchased Securities received from the Transferor will be held in the
Custody Account and are registered in the name of the Remaining Party; and
(c) The "Investment Agreement" as referred to in the Custody Agreement and
the "Custody Agreement" referred to in the Investment Agreement means and refers to
the New Agreement as defined and modified in the Assignment Agreement and the
undersigned agrees to serve as Custodian thereunder in accordance therewith; and
(d) The Custodian consents to the execution and delivery of the Assignment
Agreement and agrees to be bound by Sections 2(b) and 2(c) of the Assignment
Agreement.
DATED this day of , 2019.
U.S. BANK NATIONAL ASSOCIATION, as
Custodian
By:
the bonds.
With the elimination of redevelopment agencies in 2012, the Successor Agency of the West Covina (Successor
Agency) is still a party to the agreements and serves as the administrative arm of the City/former
redevelopment agency in this transaction.
DISCUSSION:
The Successor Agency has been notified by Portigon that they are no longer able to serve as a party to the
original Investment Agreement on the bonds and another investment bank should be selected. Based on the
Investment Agreement, Portigon, Wels Fargo, and U.S. Bank has the authority and responsibility to find a
replacement investment bank. They have selected Bank of America, N.A. as the replacement party, and have
instructed the Successor Agency to make the necessary changes. In addition, the investment institutions (U. S.
Bank and Portigon) have all agreed to remove Wells Fargo as custodian and appoint U.S. Bank as custodian of
the investment accounts. In this matter, the financial institutions have the authority to make these changes, and
the Successor Agency is tasked to approve the attached assignment agreement. Once approved by the
Successor Agency, the Oversight Board will need to approve as well.
Making changes to these agreements will have no impact on the CFD or the scheduled maturity of the bonds.
LEGAL REVIEW:
The Successor Agency Counsel has reviewed and approved this staff report and resolution.
Prepared by: Marcie Medina, Finance Director
Additional Approval: Paulina Morales, Economic Development & Housing Manager
Fiscal Impact
FISCAL IMPACT:
There is no fiscal impact from this action.
Attachments
Attachment No. 1 Resolution No. 2019-03
Exhibit A - BANA West LB Assignment Agreement
ATTACHMENT NO.1
RESOLUTION NO.2019-03
A RESOLUTION OF THE SUCCESSOR AGENCY OF THE WEST
COVINA REDEVELOPMENT AGENCY APPROVING AN
ASSIGNMENT AGREEMENT RELATING TO THE ASSIGNMENT OF
THE COLLATERALIZED INVESTMENT AGREEMENT AND
RELATED CUSTODIAL AGREEMENT ENTERED INTO IN
CONNECTION WITH THE ISSUANCE OF THE REDEVELOPMENT
AGENCY OF THE CITY OF WEST COVINA COMMUNITY
FACILITIES DISTRICT NO. 1989-1 (FASHION PLAZA) 1996 SPECIAL
TAX REFUNDING BONDS AND THE TAKING OF CERTAIN ACTIONS
IN CONNECTION THEREWITH
WHEREAS, there has previously been issued the $51,220,000 aggregate principal
amount of Redevelopment Agency of the City of West Covina Community Facilities District No.
1989-1 (Fashion Plaza) 1996 Special Tax Refunding Bonds (the "1996 Bonds") and in
connection with the issuance of the 1996 Bonds, the Redevelopment Agency of the City of West
Covina (the "Predecessor Agency") acknowledged and agreed to the execution of a
Collateralized Investment Agreement, dated as of August 7, 1996, as previously amended (the
"Investment Agreement"), by and among the U.S. Bank National Association ("U.S. Bank"), as
successor to U.S. Bank Trust National Association, originally named First Trust of California,
National Association, as fiscal agent, Wells Fargo Bank, National Association ("Wells Fargo"),
as successor to Norwest Bank Minnesota, National Association, as custodian and Portigon AG
("Portigon") (f/k/a West LB AG, itself being the legal successor of Westdeutsche Landesbank
Girozentrale), as the seller of certain securities described therein, for purposes of funding and
maintaining a reserve for the 1996 Bonds;
WHEREAS, in connection with the Investment Agreement, the parties thereto entered
into a Custodial Agreement (the "Custody Agreement" and, collectively with the Investment
Agreement, the "Prior Agreements");
WHEREAS, on June 28, 2011, the California Legislature adopted ABxl 26, inter alia,
dissolving existing redevelopment agencies, including the Predecessor Agency;
WHEREAS, the California Supreme Court substantially upheld the provisions of ABxl
26 on December 29, 2011, resulting in the dissolution of the Predecessor Agency on February 1,
2012;
WHEREAS, the remaining powers, assets and obligations of the Successor Agency to
the Redevelopment Agency of the City of West Covina (the "Successor Agency") (the
"Successor Agency") were transferred to the Successor Agency pursuant to ABxl 26 on
February 1, 2012;
WHEREAS, the Successor Agency, U.S. Bank and Portigon now desire to remove Wells
Fargo as custodian and wish to appoint U.S. Bank to serve as successor custodian;
WHEREAS, each of the Successor Agency, U.S. Bank and Portigon intends to take all
necessary steps to replace Wells Fargo with U.S. Bank as custodian;
62404189.1
WHEREAS, the Successor Agency has been notified by Portigon that the Successor
Agency is required to find a replacement party to replace Portigon as a party to the Investment
Agreement;
WHEREAS, Bank of America, N.A. (`BANA"), has been identified as a potential
replacement party for Portigon; and in order to replace Portion with BANA, the Successor
Agency intends to consent to and accept an Assignment Agreement (the "Assignment
Agreement') among Portigon, BANA and U.S. Bank, pursuant to which Portigon will transfer
all of its rights and obligations under the Prior Agreements to BANA and BANA will replace
Portigon as a party to the Prior Agreements;
WHEREAS, the Successor Agency has reviewed the Assignment Agreement which is on
file with the secretary of the Successor Agency;
NOW, THEREFORE, it is hereby determined and ordered:
Section 1. Approval of Recitals. All of the recitals herein contained are true and
correct and the Successor Agency so finds.
Section 2. Approval of the Assignment Agreement. The Assignment Agreement, in
substantially the form submitted to this meeting and made a part hereof as though set forth in full
herein, is hereby approved. The Executive Director of the Successor Agency, and any designee
of the Executive Director (each an "Authorized Officer") are, and each of them is, hereby
authorized and directed, for and in the name of the Successor Agency, to consent to and accept
the Assignment Agreement in substantially the form presented to this meeting, with such
changes, insertions and omissions as the Authorized Officer executing the same may require or
approve, such requirement or approval to be conclusively evidenced by the consent and
acceptance of the Assignment Agreement by such Authorized Officer.
Section 3. Further Authorization. The Authorized Officers are, and each of them
hereby is, authorized and directed to execute and deliver any and all documents, certifications
and other instruments and to do and cause to be done any and all acts and things necessary or
proper for carrying out the execution and delivery the Assignment Agreement and the
transactions contemplated therein and by this Resolution, including the execution of any
necessary documentation to appoint U.S. Bank National Association, as successor custodian to
Wells Fargo Bank, National Association pursuant to the Investment Agreement.
[Remainder of page intentionally left blank]
62404189.1
Section 4. Effective Date. This Resolution shall take effect immediately upon its
adoption.
Section 5. Certification. The Secretary of the Successor Agency shall certify the
adoption of this Resolution.
APPROVED AND ADOPTED at a regular meeting held on January 15, 2019.
Lloyd Johnson
Chairman
ATTEST:
Nickolas S. Lewis
Secretary
APPROVED AS TO FORM:
Scott E. Porter
City Attorney
62404189.1
STATE OF CALIFORNIA )
ss
COUNTY OF LOS ANGELES 1
I, Nick Lewis, SECRETARY of the Successor Agency of the Redevelopment Agency of
the City of West Covina, do hereby certify that the foregoing Resolution No. 2019-03 was
passed and adopted at a regular meeting of said Successor Agency on the 151" day of January
2019, by the following vote, to wit:
AYES:
NOES:
ABSTENTIONS:
ABSENT:
Nickolas S. Lewis
Secretary
APPROVED AS TO FORM:
Scott E. Porter
City Attorney
62404189.1
EXHIBIT A
ASSIGNMENT AGREEMENT
dated as of , 2019 among:
U.S. Bank National Association, as successor to U.S. Bank Trust National Association, originally
named First Trust of California, National Association, as fiscal agent (the "Remaining Party"),
Portigon AG (a/k/a West LB AG, successor to Westdeutsche Landesbank Girozentrale,
New York Branch) (the "Transferor")
and
Bank of America, N.A. (the "Transferee")
WITNESSETH:
WHEREAS, the Transferor, the Remaining Party and U.S. Bank National Association, as
successor custodian to Norwest Bank Minnesota, National Association (the "Custodian"), have
entered into a Collateralized Investment Agreement dated as of August 7, 1996 and the related
Custodial Agreement dated as of , 20, by and among the Transferor, the Remaining
Party and the Custodian, evidenced by the agreements and amendments attached hereto as Annexes
1 and 2 (respectively, the "Investment Agreement" and the "Custody Agreement" and, collectively,
the "Old Agreement');
WHEREAS, with effect from and including the date of this Assignment Agreement
(the "Assignment Date"), the Transferor wishes to transfer by transfer to the Transferee, and
the Transferee wishes to accept the transfer of, all the rights, liabilities, duties and obligations
of the Transferor under and in respect of the Old Agreement, with the effect that the
Remaining Party, the Custodian and the Transferee by virtue of entering into this Assignment
Agreement will be deemed to have entered into a new investment agreement and a new custody
agreement (collectively, the "New Agreement') between them having terms identical to those
of the Old Agreement, subject to any amendments stipulated herein and as more particularly
described below;
WHEREAS, as of the Assignment Date, the Custodian is holding Purchased
Securities (as defined in the Old Agreement) in the amount of $ ,
WHEREAS, the Remaining Party wishes to accept the Transferee as its sole counterparty
with respect to the New Agreement;
WHEREAS, the Transferor and the Remaining Party wish to have released and
discharged, as a result and to the extent of the transfer described above, their respective obligations
under and in respect of the Old Agreement; and
WHEREAS, the Custodian has consented to the execution of this Assignment Agreement
and the transfer described herein and such consent is attached hereto as Exhibit A;
NOW THEREFORE, in consideration of the foregoing and of the mutual covenants
herein set forth, the parties agree as follows:
1. Definitions. Terms defined in the Old Agreement are used herein as so
defined, unless otherwise provided herein.
2. Transfer, Release, Discharge and Undertakings. With effect from and
including the Assignment Date and in consideration of the mutual representations, warranties and
covenants contained in this Assignment Agreement and other good and valuable consideration
(the receipt and sufficiency of which are hereby acknowledged by each of the parties):
(a) The Transferor hereby transfers and assigns to the Transferee, and the
Transferee hereby accepts the transfer and assignment of, all the rights, liabilities,
duties and obligations of the Transferor under and in respect of the Old Agreement;
(b) the Remaining Party, the Custodian and the Transferor are each released and
discharged from further obligations to each other with respect to the Old Agreement and
their respective rights against each other thereunder are cancelled, provided that such
release and discharge shall not affect any rights, liabilities or obligations of the Remaining
Party, the Custodian or the Transferor with respect to payments or other obligations due
and payable or due to be performed on or prior to the Assignment Date, and all such
prior payments and obligations shall be paid or performed by the Remaining Party or
the Transferor in accordance with the terms of the Old Agreement; and
(c) in respect of the New Agreement, the Remaining Party, the Custodian and
the Transferee each undertake liabilities and obligations towards the other and acquire
rights against each other identical in their terms to the corresponding Old Agreement
(and, for the avoidance of doubt, as if the Transferee were the Transferor and with the
Remaining Party remaining the Remaining Party and the Custodian remaining the
Custodian, save for any rights, liabilities or obligations of the Remaining Party, the
Custodian or the Transferor with respect to payments or other obligations due and
payable or due to be performed on or prior to the Assignment Date), and subject to any
amendments stipulated herein and more particularly described below.
3. Old Agreement Amendments. The Old Agreement will be amended as
follows such that the New Agreement will take effect as among the Remaining Party, the
Custodian and the Transferee with such amendments from and after the Assignment Date:
(a) All references to "Seller" in the Investment Agreement shall be replaced
with `Bank of America, N.A."
(b) The "Seller's Wire Transfer and Delivery Instructions" as set forth in
Exhibit A to the Investment Agreement are hereby deleted in their entirety and replaced
with the following:
SELLER:
Bank of America, N.A.
Bank of America Tower
One Bryant Park
12th Floor, NY1-100-12-01
New York, NY 10036
Attention: Municipal Products
Facsimile No.: (646) 855-1642
With a copy to the following address:
Email: chi-munimiddleoffice@baml.com
BANK OF AMERICA, N.A. WIRE TRANSFER AND DELIVERY
INSTRUCTIONS:
For United States Currency and Securities:
Name: Bank of America, N.A.
City: New York
Account Name: Rate Derivative Settlements
Account #: 6550419304
FedWire/ABA#: 026009593
SWIFT Address: BOFAUS3DCRD
(c) All references to "Bank" in the Custody Agreement shall be replaced
with "Bank of America, N.A."
4. Representations and Warranties.
(a) On the Assignment Date:
(i) Each of the parties hereby represents for itself that (i) it is duly
organized, validly existing and in good standing under the laws of the jurisdiction of
its organization, formation or incorporation, as applicable, (ii) it has the power
to execute and deliver this Assignment Agreement and to perform its obligations
under this Assignment Agreement and, with respect to the Remaining Party and
the Transferee, the New Agreement, and has taken all necessary action to
authorize such execution and delivery and performance of such obligations, (iii)
its execution and delivery of this Assignment Agreement does not violate or
conflict with any law, rule or regulation applicable to it, any provision of its
charter or by-laws (or comparable constituent documents), any order or judgment of
any court or other agency of government applicable to it or any of its assets, (iv)
all authorizations of and exemptions, actions or approvals by, and all notices to
or filings with any governmental or other authority that are required to have
been obtained or made and are in full force and effect and all conditions of any
such authorizations, exemptions, actions or approvals have been complied with,
and (v) this Assignment Agreement constitutes the party's legal, valid and