SECTION 3.03 HEREOF, AND TO NO OTHER
ACCOUNT, AS SOON AS PRACTICABLE, BUT IN NO EVENT LATER THAN THE COLLECTION
ACCOUNT DEPOSITORY'S CLOSE OF BUSINESS TWO BUSINESS DAYS AFTER RECEIPT THEREOF
IN THE LOCKBOX, ALL COLLECTIONS RECEIVED DURING THE COLLECTION PERIOD IN RESPECT
OF A CONTRACT BEING SERVICED BY THE SERVICER, AND ALL PAYMENTS OR OTHER AMOUNTS,
IF ANY, MADE BY OR ON BEHALF OF AN OBLIGOR OR RECEIVED BY THE SERVICER WITH
RESPECT TO ANY CONTRACT.
3.03.
COLLECTION ACCOUNT AND ACKNOWLEDGMENT LETTER.
(A)
THE ISSUER SHALL PROVIDE THIRTY DAYS NOTICE TO THE SERVICER, THE
INDENTURE TRUSTEE, THE INSURER AND THE BACK-UP SERVICER OF ITS APPOINTMENT OF A
SUCCESSOR COLLECTION ACCOUNT DEPOSITORY WHICH SHALL BE ACCEPTABLE TO THE RATING
AGENCIES, THE INSURER AND THE INDENTURE TRUSTEE AND WHICH SHALL HOLD THE
COLLECTION ACCOUNT UNDER THE TERMS AND CONDITIONS OUTLINED HEREIN AND IN THE
INDENTURE.
(B)
EXCEPT AS OTHERWISE PROVIDED HEREIN, THE SERVICER SHALL DEPOSIT OR
CAUSE TO BE DEPOSITED INTO THE COLLECTION ACCOUNT ALL AMOUNTS (INCLUDING LATE
PAYMENTS) REMITTED BY OBLIGORS TO THE SERVICER UNDER THE TERMS OF THE CONTRACTS
WITHIN TWO BUSINESS DAYS AFTER RECEIPT THEREOF BY THE LOCKBOX.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
4.01.
REPRESENTATIONS AND WARRANTIES OF THE SERVICER. THE INITIAL
SERVICER HEREBY REPRESENTS, WARRANTS AND COVENANTS TO THE BACK-UP SERVICER, THE
ISSUER, THE INSURER, THE NOTEHOLDERS AND THE INDENTURE TRUSTEE THAT AS OF THE
DATE OF THIS SERVICING AGREEMENT:
(A)
THE SERVICER IS A CORPORATION DULY ORGANIZED, VALIDLY EXISTING AND
IN GOOD STANDING UNDER THE LAWS OF THE STATE OF DELAWARE;
(B)
ALL NECESSARY CORPORATE, REGULATORY OR OTHER SIMILAR ACTION HAS
BEEN TAKEN TO AUTHORIZE AND EMPOWER THE SERVICER AND THE OFFICERS OR
REPRESENTATIVES ACTING ON THE SERVICER'S BEHALF, AND THE SERVICER HAS FULL POWER
AND AUTHORITY TO EXECUTE, DELIVER AND PERFORM THIS SERVICING AGREEMENT;
(C)
THIS SERVICING AGREEMENT AND THE SALE AND ALLOCATION AGREEMENT
HAVE BEEN DULY AUTHORIZED, EXECUTED AND DELIVERED BY THE SERVICER AND THE
PERFORMANCE AND COMPLIANCE WITH THE TERMS OF THIS SERVICING AGREEMENT AND THE
SALE AND ALLOCATION AGREEMENT
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WILL NOT VIOLATE THE SERVICER'S CERTIFICATE OF INCORPORATION OR BYLAWS OR
CONSTITUTE A DEFAULT (OR AN EVENT WHICH, WITH NOTICE OR LAPSE OF TIME, OR BOTH,
WOULD CONSTITUTE A DEFAULT) UNDER, OR RESULT IN THE BREACH OF, ANY TRANSACTION
DOCUMENT OR ANY OTHER CONTRACT, LOAN, LEASE, CREDIT AGREEMENT OR ANY OTHER
AGREEMENT OR INSTRUMENT TO WHICH THE SERVICER IS A PARTY OR WHICH MAY BE
APPLICABLE TO THE SERVICER OR ANY OF ITS ASSETS;
(D)
THE SERVICER IS DULY LICENSED AND QUALIFIED TO PERFORM THE
FUNCTIONS SPECIFIED HEREIN AND THIS SERVICING AGREEMENT AND THE SALE AND
ALLOCATION AGREEMENT EACH CONSTITUTE A VALID, LEGAL AND BINDING OBLIGATION OF
THE SERVICER, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, SUBJECT TO APPLICABLE
BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM AND OTHER LAWS AFFECTING THE
ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY AND TO GENERAL PRINCIPLES OF EQUITY;
(E)
THE SERVICER IS NOT IN VIOLATION OF, AND THE EXECUTION, DELIVERY
AND PERFORMANCE OF THIS SERVICING AGREEMENT AND THE SALE AND ALLOCATION