DOCUMENTS, INSTRUMENTS AND OTHER
RECORDS (INCLUDING COMPUTER TAPES AND DISKS) THAT EVIDENCE OR RELATE TO THE
COLLATERAL, OR THAT ARE OTHERWISE NECESSARY OR DESIRABLE TO COLLECT THE
COLLATERAL, AND SHALL MAKE THE SAME AVAILABLE TO THE COLLATERAL AGENT AT A PLACE
SELECTED BY THE COLLATERAL AGENT OR ITS DESIGNEE; AND
(B)
SEGREGATE ALL CASH, CHECKS AND OTHER INSTRUMENTS RECEIVED BY IT
FROM TIME TO TIME CONSTITUTING COLLECTIONS OF COLLATERAL IN A MANNER ACCEPTABLE
TO THE COLLATERAL AGENT AND, PROMPTLY UPON RECEIPT, REMIT ALL SUCH CASH, CHECKS
AND INSTRUMENTS, DULY ENDORSED OR WITH DULY EXECUTED INSTRUMENTS OF TRANSFER, TO
THE COLLATERAL AGENT OR ITS DESIGNEE.
(C)
THE COMPANY AUTHORIZES THE COLLATERAL AGENT, FOLLOWING THE
OCCURRENCE OF THE FACILITY TERMINATION DATE PURSUANT TO SECTION 21.1, TO TAKE
ANY AND ALL STEPS IN THE COMPANY'S NAME AND ON BEHALF OF THE COMPANY THAT ARE
NECESSARY OR DESIRABLE, IN THE DETERMINATION OF THE COLLATERAL AGENT, TO COLLECT
AMOUNTS DUE UNDER THE COLLATERAL, INCLUDING:
(I)
TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ENDORSING THE
COMPANY'S NAME AND THE NAME OF ANY OTHER TRANSACTION PARTY ENTITLED THERETO ON
CHECKS AND OTHER INSTRUMENTS REPRESENTING COLLECTIONS; AND
(II)
ENFORCING THE RECEIVABLES AND THE OTHER RECEIVABLE ASSETS AND THE
SECURITY DOCUMENTS AND OTHER TRANSACTION DOCUMENTS, INCLUDING THE APPOINTMENT OF
A COLLECTION AGENT, TO ASK, DEMAND, COLLECT, SUE FOR, RECOVER, COMPROMISE,
RECEIVE AND GIVE ACQUITTANCE AND RECEIPTS FOR MONEYS DUE AND TO BECOME DUE UNDER
OR IN CONNECTION THEREWITH AND TO FILE ANY CLAIMS OR TAKE ANY ACTION OR
INSTITUTE ANY PROCEEDINGS THAT THE COLLATERAL AGENT (OR SUCH DESIGNEE) MAY DEEM
TO BE NECESSARY OR DESIRABLE FOR THE COLLECTION THEREOF OR TO ENFORCE COMPLIANCE
WITH THE TERMS AND CONDITIONS OF, OR TO PERFORM ANY OBLIGATIONS OR ENFORCE ANY
RIGHTS OF THE COMPANY OR ANY OTHER TRANSACTION PARTY IN RESPECT OF, THE
RECEIVABLES AND THE OTHER RECEIVABLE ASSETS AND THE OTHER TRANSACTION DOCUMENTS.
44
PART 8
REPRESENTATIONS AND WARRANTIES AND UNDERTAKINGS
23.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to the Master Servicer, the Lenders,
each Funding Agent, the Collateral Agent and the Administrative Agent, as of the
date hereof, each Borrowing Date, each Settlement Date and each Interest Payment
Date, that:
(A)
ORGANIZATION: POWERS. IT (I) IS DULY FORMED, VALIDLY EXISTING AND
IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS ORGANIZATION,
(II) HAS ALL REQUISITE POWER AND AUTHORITY TO OWN ITS PROPERTY AND ASSETS AND TO
CARRY ON ITS BUSINESS AS NOW CONDUCTED AND AS PROPOSED TO BE CONDUCTED, (III) IS
QUALIFIED TO DO BUSINESS IN, AND IS IN GOOD STANDING IN, EVERY JURISDICTION
WHERE THE NATURE OF ITS BUSINESS SO REQUIRES, EXCEPT WHERE THE FAILURE SO TO
QUALIFY COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT
WITH RESPECT TO IT AND (IV) HAS THE LIMITED LIABILITY COMPANY POWER AND
AUTHORITY TO EXECUTE, DELIVER AND PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT,
EACH OF THE OTHER TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY AND EACH OTHER
AGREEMENT