OBLIGATION TO CREDIT OR PAY INCOME TO, OR APPLY INCOME TO THE
OBLIGATIONS OF, SELLER PURSUANT TO SECTION 5 HEREOF.
(B)
NOTHING CONTAINED IN THIS AGREEMENT OR ANY OTHER TRANSACTION
DOCUMENT SHALL OBLIGATE BUYER TO SEGREGATE ANY PURCHASED SECURITIES DELIVERED TO
BUYER BY SELLER.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR
ANY OTHER TRANSACTION DOCUMENT, NO PURCHASED SECURITY SHALL REMAIN IN THE
CUSTODY OF THE SELLER OR AN AFFILIATE OF THE SELLER.
22
9.
RESERVED
10.
REPRESENTATIONS
(A)
EACH OF BUYER AND SELLER REPRESENTS AND WARRANTS TO THE OTHER THAT
(I) IT IS DULY AUTHORIZED TO EXECUTE AND DELIVER THIS AGREEMENT, TO ENTER INTO
TRANSACTIONS CONTEMPLATED HEREUNDER AND TO PERFORM ITS OBLIGATIONS HEREUNDER AND
HAS TAKEN ALL NECESSARY ACTION TO AUTHORIZE SUCH EXECUTION, DELIVERY AND
PERFORMANCE, (II) IT WILL ENGAGE IN SUCH TRANSACTIONS AS PRINCIPAL (OR, IF
AGREED IN WRITING, IN THE FORM OF AN ANNEX HERETO OR OTHERWISE, 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 OR
RULE APPLICABLE TO IT OR 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 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 BUYER THAT AS OF THE PURCHASE DATE
FOR THE PURCHASE OF ANY PURCHASED SECURITIES BY BUYER FROM SELLER AND ANY
TRANSACTION THEREUNDER AND AS OF THE DATE OF THIS AGREEMENT:
(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 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