ITS ORGANIZATIONAL DOCUMENTS OR ANY AGREEMENT BY WHICH
IT IS BOUND OR BY WHICH ANY OF ITS ASSETS ARE AFFECTED.
ON THE PURCHASE DATE
FOR ANY TRANSACTION, THE RELATED BUYER AND SELLER SHALL EACH BE DEEMED TO REPEAT
ALL THE FOREGOING REPRESENTATIONS MADE BY IT.
(B)
IN ADDITION TO THE REPRESENTATIONS AND WARRANTIES IN SUBSECTION
(A) ABOVE, SELLER REPRESENTS AND WARRANTS TO EACH BUYER THAT AS OF THE PURCHASE
DATE FOR THE PURCHASE OF ANY PURCHASED SECURITIES OR PURCHASED LOANS BY A BUYER
FROM SELLER AND ANY TRANSACTION THEREUNDER
36
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.
SELLER IS DULY
INCORPORATED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS AND
REGULATIONS OF THE STATE OF SELLER'S INCORPORATION AND IS DULY LICENSED,
QUALIFIED, AND IN GOOD STANDING IN EVERY STATE WHERE SUCH LICENSING OR
QUALIFICATION IS NECESSARY FOR THE TRANSACTION OF 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 SELLER
HAS THE POWER TO EXECUTE, DELIVER, AND PERFORM ITS OBLIGATIONS UNDER THIS
AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS.
(II)
DUE EXECUTION; ENFORCEABILITY.
THE
TRANSACTION DOCUMENTS HAVE BEEN OR WILL BE DULY EXECUTED AND DELIVERED BY
SELLER, FOR GOOD AND VALUABLE CONSIDERATION.
THE TRANSACTION DOCUMENTS
CONSTITUTE THE LEGAL, VALID AND BINDING OBLIGATIONS OF SELLER, ENFORCEABLE
AGAINST SELLER IN ACCORDANCE WITH THEIR RESPECTIVE TERMS SUBJECT TO BANKRUPTCY,
INSOLVENCY, AND OTHER LIMITATIONS ON CREDITORS' RIGHTS GENERALLY AND TO
EQUITABLE PRINCIPLES.
(III)
NON-CONTRAVENTION.
NEITHER THE EXECUTION
AND DELIVERY OF THE TRANSACTION DOCUMENTS, NOR CONSUMMATION BY SELLER OF THE
TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS (OR ANY OF THEM), NOR
COMPLIANCE BY SELLER WITH THE TERMS, CONDITIONS AND PROVISIONS OF THE
TRANSACTION DOCUMENTS (OR ANY OF THEM) WILL CONFLICT WITH OR RESULT IN A BREACH
OF ANY OF THE TERMS, CONDITIONS OR PROVISIONS OF (I) THE ORGANIZATIONAL
DOCUMENTS OF SELLER, (II) ANY CONTRACTUAL OBLIGATION TO WHICH SELLER IS NOW A
PARTY OR THE RIGHTS UNDER WHICH HAVE BEEN ASSIGNED TO SELLER OR THE OBLIGATIONS
UNDER WHICH HAVE BEEN ASSUMED BY SELLER OR TO WHICH THE ASSETS OF SELLER ARE
SUBJECT OR CONSTITUTE A DEFAULT THEREUNDER, OR RESULT THEREUNDER IN THE CREATION
OR IMPOSITION OF ANY LIEN UPON ANY OF THE ASSETS OF SELLER, OTHER THAN PURSUANT
TO THE TRANSACTION DOCUMENTS, (III) ANY JUDGMENT OR ORDER, WRIT, INJUNCTION,
DECREE OR DEMAND OF ANY COURT APPLICABLE TO SELLER, OR (IV) ANY APPLICABLE
REQUIREMENT OF LAW, IN THE CASE OF CLAUSES (II)-(IV) ABOVE, TO THE EXTENT THAT
SUCH CONFLICT OR BREACH WOULD HAVE A MATERIAL ADVERSE EFFECT UPON SELLER'S
ABILITY TO PERFORM ITS OBLIGATIONS HEREUNDER.
SELLER HAS ALL NECESSARY
LICENSES, PERMITS AND OTHER CONSENTS FROM GOVERNMENTAL AUTHORITIES NECESSARY TO
ACQUIRE, OWN AND SELL THE PURCHASED ASSETS AND FOR THE PERFORMANCE OF ITS
OBLIGATIONS UNDER THE TRANSACTION DOCUMENTS.
(IV)
LITIGATION; REQUIREMENTS OF