UPON
RECEIPT, REMIT ALL SUCH CASH, CHEQUES 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 CHEQUES 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.
42
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 and each Settlement 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 OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY TO
WHICH IT IS OR WILL BE A PARTY.
(B)
AUTHORIZATION. THE EXECUTION, DELIVERY AND
PERFORMANCE BY IT OF EACH OF THE TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY
AND THE PERFORMANCE OF THE TRANSACTIONS (I) HAVE BEEN DULY AUTHORIZED BY ALL
REQUISITE COMPANY AND, IF APPLICABLE AND REQUIRED, MEMBER ACTION AND (II) WILL
NOT (A) VIOLATE (1) ANY REQUIREMENTS OF LAW APPLICABLE TO IT OR (2) ANY
PROVISION OF ANY TRANSACTION DOCUMENT OR ANY OTHER