LEGALLY. BINDING --------------- You hereby agree that this Agreement and all the terms hereof shall be binding upon you and your estate, heirs, executors, administrators, personal representatives, successors and assigns. You agree that all Prime Brokerage Transactions shall be for your account(s) in accordance with your oral or written instructions. You hereby waive any and all defenses that any such instructions were not in writing as may be required by the Statute of Frauds or any other similar law, rule or regulation.
LEGALLY. Binding You hereby agree that this agreement and all the terms herein shall be binding upon you and your estate, heirs, ex- ecutors, administrators, personal representatives, successors and as- signs. You agree that all purchases and sales shall be for your ac- count in accordance with your oral or written instructions. You here- by waive any and all defenses that any such instruction was not in writing as may be required by the Statute of Frauds or any other sim- ilar law, rule or regulation.
LEGALLY. Borrower (a) is a corporation duly organized validly existing and in good standing under the laws of the State of Delaware; (b) is duly qualified as a foreign corporation and in good standing in all states in which it is doing business except where the failure to so qualify would not have a material adverse effect on the financial condition, business, operations or prospects of Borrower; and (c) has all requisite power and authority, corporate or otherwise, to own, operate and lease its properties and to carry on its business as now being conducted. Each of Subsidiary Bank and the other Subsidiaries is duly organized, validly existing and chartered under the laws of the state of its organization, and has all requisite power and authority, corporate or otherwise, to own, operate and lease its properties and to carry on its business as now being conducted. The deposit accounts of Subsidiary Bank are insured by the FDIC. Borrower and Subsidiary Bank have made payment of all franchise and similar taxes in the States of Delaware and Illinois, and in all of the other respective jurisdictions in which they are incorporated, chartered or qualified, except for any such taxes (i) where the failure to pay such taxes will not have a material adverse effect on the financial condition, business or operations of Borrower or Subsidiary Bank, (ii) the validity of which is being contested in good faith and (iii) for which proper reserves have been set aside on the books of Borrower or Subsidiary Bank, as the case may be.
LEGALLY. MSE must ensure that permissions and legal documents needed for the activities are in place.
