OBLIGATIONS TO TRANSFER THE PURCHASED LOANS TO SELLER
PURSUANT TO SECTIONS 2 OR 11 OF THIS AGREEMENT OR OF BUYER'S OBLIGATION TO
CREDIT OR PAY INCOME TO, OR APPLY INCOME TO THE OBLIGATIONS OF, SELLER PURSUANT
TO SECTION 4 HEREOF.
(B)
NOTHING CONTAINED IN THIS AGREEMENT OR ANY OTHER TRANSACTION
DOCUMENT SHALL OBLIGATE BUYER TO SEGREGATE ANY PURCHASED LOANS DELIVERED TO
BUYER BY SELLER. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR
ANY OTHER TRANSACTION DOCUMENT, NO PURCHASED LOAN SHALL REMAIN IN THE CUSTODY OF
SELLER OR A SUBSIDIARY OF SELLER.
8.
SUBSTITUTION; SEGREGATION OF DOCUMENTS RELATING TO ELIGIBLE LOANS
(A)
SUBSTITUTION OF ELIGIBLE LOANS IS SUBJECT TO SATISFACTION OF THE
CONDITIONS TO THE ACQUISITION OF THE PURCHASED LOANS.
(B)
ALL DOCUMENTS RELATING TO PURCHASED LOANS IN THE POSSESSION OF
SELLER SHALL BE SEGREGATED FROM OTHER DOCUMENTS AND SECURITIES IN ITS POSSESSION
AND SHALL BE IDENTIFIED AS BEING SUBJECT TO THIS AGREEMENT.
9.
REPRESENTATIONS
(A)
BUYER AND EACH SELLER REPRESENT AND WARRANT, AND SHALL ON AND AS
OF THE PURCHASE DATE OF ANY TRANSACTION BE DEEMED TO REPRESENT AND WARRANT, TO
THE OTHER THAT:
(I)
IT IS DULY AUTHORIZED TO EXECUTE AND DELIVER THIS AGREEMENT, TO
ENTER INTO THE TRANSACTIONS CONTEMPLATED HEREUNDER AND TO PERFORM ITS
OBLIGATIONS HEREUNDER AND HAS TAKEN ALL NECESSARY ACTION TO AUTHORIZE SUCH
EXECUTION, DELIVERY AND PERFORMANCE;
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(II)
IT WILL ENGAGE IN SUCH TRANSACTIONS AS PRINCIPAL (OR, IF AGREED
IN WRITING IN ADVANCE OF ANY TRANSACTION BY THE OTHER PARTY HERETO, AS AGENT FOR
A DISCLOSED PRINCIPAL);
(III)
THE PERSON SIGNING THIS AGREEMENT ON ITS BEHALF IS DULY
AUTHORIZED TO DO SO ON ITS BEHALF (OR ON BEHALF OF ANY SUCH DISCLOSED
PRINCIPAL);
(IV)
IT HAS OBTAINED ALL AUTHORIZATIONS OF ANY GOVERNMENTAL BODY
REQUIRED IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS HEREUNDER AND
SUCH AUTHORIZATIONS ARE IN FULL FORCE AND EFFECT; AND
(V)
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND THE
TRANSACTIONS HEREUNDER WILL NOT VIOLATE ANY LAW, ORDINANCE, CHARTER, BY-LAW OR
RULE APPLICABLE TO IT OR ANY AGREEMENT BY WHICH IT IS BOUND OR BY WHICH ANY OF
ITS ASSETS ARE AFFECTED.
(B)
EACH SELLER REPRESENTS AND WARRANTS TO BUYER THAT AS OF THE
PURCHASE DATE FOR THE PURCHASE OF ANY PURCHASED LOANS BY BUYER FROM EITHER
SELLER AND ANY TRANSACTION THEREUNDER AND AS OF THE DATE OF THIS AGREEMENT AND
AT ALL TIMES WHILE THIS AGREEMENT AND ANY TRANSACTION THEREUNDER IS IN FULL
FORCE AND EFFECT:
(I)
ORGANIZATION. EACH SELLER IS DULY ORGANIZED, VALIDLY EXISTING AND
IN GOOD STANDING UNDER THE LAWS AND REGULATIONS OF THE STATE OF SELLER'S
ORGANIZATION AND IS DULY LICENSED, QUALIFIED, AND IN GOOD STANDING IN EVERY
STATE WHERE SUCH LICENSING OR QUALIFICATION IS NECESSARY FOR THE TRANSACTION OF
SUCH SELLER'S BUSINESS. SELLER HAS THE POWER TO OWN AND HOLD THE ASSETS IT
PURPORTS TO OWN AND HOLD, AND TO CARRY ON ITS BUSINESS AS NOW BEING CONDUCTED
AND PROPOSED TO BE CONDUCTED, AND HAS THE POWER TO EXECUTE, DELIVER, AND PERFORM
ITS OBLIGATIONS