PERMITTED BY ARTICLE III OF THE POOLING
AGREEMENT OR ANY SUPPLEMENT THERETO AND THE TRUSTEE HEREBY AGREES THAT IT SHALL
HAVE NO RIGHT OF SETOFF OR BANKER'S LIEN AGAINST, AND NO RIGHT TO OTHERWISE
DEDUCT FROM, THE SERVICING FEE FOR ANY AMOUNT OWED TO IT BY THE MASTER SERVICER,
IN ITS CAPACITIES THE MASTER SERVICER OR OTHERWISE, PURSUANT TO THE TRANSACTION
DOCUMENTS.
SECTION 2.06.
ADVANCES
BY THE MASTER SERVICER.
(A)
THE MASTER SERVICER TO THE EXTENT IT
DETERMINES THAT SUCH SERVICER ADVANCE WOULD BE RECOVERABLE FROM SUBSEQUENT
COLLECTIONS MAY DEPOSIT INTO THE APPLICABLE SERIES PRINCIPAL CONCENTRATION
SUBACCOUNT OR APPLICABLE SERIES NON-PRINCIPAL CONCENTRATION SUBACCOUNT MONIES IN
AN APPROVED CURRENCY IN AN AMOUNT EQUAL TO ANY PROJECTED LIQUIDITY SHORTFALL AS
DETERMINED BY THE MASTER SERVICER. THE MASTER SERVICER SHALL SET FORTH IN THE
DAILY REPORT AND THE MONTHLY SETTLEMENT REPORT THE AMOUNT OF ALL SERVICER
ADVANCES MADE BY THE MASTER SERVICER DURING THE RELATED REPORTING PERIOD.
(B)
ON EACH DISTRIBUTION DATE, THE TRUSTEE SHALL
REIMBURSE THE MASTER SERVICER FOR THE OUTSTANDING AMOUNT ADVANCED IN ACCORDANCE
WITH THE PROVISIONS OF EACH SUPPLEMENT.
13
ARTICLE III
REPRESENTATIONS AND WARRANTIES
SECTION 3.01.
REPRESENTATIONS AND WARRANTIES OF THE MASTER SERVICER, LOCAL SERVICERS AND THE
SERVICER GUARANTOR.
As of (i) the date hereof and (ii) each Issuance Date, each of the Master
Servicer, each Local Servicer and the Servicer Guarantor hereby severally makes
the following representations and warranties to the Company and the Trustee:
(A)
ORGANIZATION; POWERS. IT (I) IS DULY
ORGANIZED OR FORMED, VALIDLY EXISTING AND, TO THE EXTENT APPLICABLE, IN GOOD
STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS FORMATION OR 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, TO THE EXTENT APPLICABLE, 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 POWER AND AUTHORITY
TO EXECUTE, DELIVER AND PERFORM ITS OBLIGATIONS UNDER EACH OF THE TRANSACTION
DOCUMENTS AND EACH OTHER AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY
TO WHICH IT IS OR WILL BE A PARTY.
(B)
AUTHORIZATION; NO CONFLICT. THE EXECUTION,
DELIVERY AND PERFORMANCE BY IT OF EACH OF THE TRANSACTION DOCUMENTS TO WHICH IT
IS A PARTY AND PERFORMANCE OF THE TRANSACTIONS CONTEMPLATED THEREBY (I) HAVE
BEEN DULY AUTHORIZED BY ALL REQUISITE CORPORATE AND, IF APPLICABLE AND REQUIRED,
STOCKHOLDER, MEMBER OR PARTNER ACTION AS APPLICABLE AND (II) WILL NOT (A)
VIOLATE (L) ANY REQUIREMENT OF LAW APPLICABLE TO IT OR (2) ANY PROVISION OF ANY
TRANSACTION DOCUMENT OR OTHER MATERIAL CONTRACTUAL OBLIGATION TO WHICH IT IS A
PARTY OR BY WHICH IT OR ANY OF ITS PROPERTY IS OR MAY BE BOUND, (B) BE IN
CONFLICT WITH, RESULT IN A BREACH OF OR CONSTITUTE (ALONE OR WITH NOTICE OR