AGREEMENT BY THE SERVICER WILL NOT CONSTITUTE A VIOLATION WITH RESPECT TO ANY
ORDER OR DECREE OF ANY COURT OR ANY ORDER, REGULATION OR DEMAND OF ANY FEDERAL,
STATE, MUNICIPAL OR GOVERNMENTAL AGENCY, WHICH VIOLATION MIGHT HAVE CONSEQUENCES
THAT WOULD MATERIALLY AND ADVERSELY AFFECT THE CONDITION (FINANCIAL OR OTHER) OR
OPERATIONS OF THE SERVICER OR ITS PROPERTIES OR MIGHT HAVE CONSEQUENCES THAT
WOULD AFFECT THE PERFORMANCE OF ITS DUTIES HEREUNDER;
(F)
NO PROCEEDING OF ANY KIND, INCLUDING BUT NOT LIMITED TO
LITIGATION, ARBITRATION, JUDICIAL OR ADMINISTRATIVE, IS PENDING OR THREATENED
AGAINST OR CONTEMPLATED BY THE SERVICER WHICH WOULD UNDER ANY CIRCUMSTANCE HAVE
AN ADVERSE EFFECT ON THE EXECUTION, DELIVERY, PERFORMANCE OR ENFORCEABILITY OF
THIS SERVICING AGREEMENT OR THE SALE AND ALLOCATION AGREEMENT;
(G)
NO INFORMATION, OFFICER'S CERTIFICATE OR STATEMENT FURNISHED IN
WRITING OR REPORT DELIVERED TO THE INDENTURE TRUSTEE, THE ISSUER, THE INSURER,
THE BACK-UP SERVICER OR THE NOTEHOLDERS BY THE SERVICER REQUIRED UNDER THIS
SERVICING AGREEMENT OR THE SALE AND ALLOCATION AGREEMENT CONTAINS ANY UNTRUE
STATEMENT OF A MATERIAL FACT OR OMITS A MATERIAL FACT NECESSARY TO MAKE THE
INFORMATION, CERTIFICATE, STATEMENT OR REPORT NOT MISLEADING; PROVIDED, HOWEVER,
THAT THE SERVICER MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY
INFORMATION INCORPORATED INTO OR FORMING THE BASIS OF ANY OFFICER'S CERTIFICATE,
INFORMATION, STATEMENT OR REPORT PROVIDED BY THE SERVICER THAT IS PROVIDED TO
THE SERVICER BY ANY OTHER PERSON;
(H)
THE SERVICER HAS THE KNOWLEDGE, THE EXPERIENCE AND THE SYSTEMS,
FINANCIAL AND OPERATIONAL CAPACITY AVAILABLE TO TIMELY PERFORM EACH OF ITS
OBLIGATIONS HEREUNDER; AND
(I)
THE SERVICER HAS, WITH RESPECT TO THE CONTRACTS, COMPLIED IN ALL
MATERIAL RESPECTS WITH THE COLLECTION POLICY.
4.02.
REPRESENTATIONS AND WARRANTIES OF THE BACK-UP SERVICER. THE BACK-UP
SERVICER HEREBY REPRESENTS, WARRANTS AND COVENANTS TO THE ISSUER, THE INSURER,
THE NOTEHOLDERS, THE SERVICER AND THE INDENTURE TRUSTEE THAT AS OF THE DATE
HEREOF OR AS OF SUCH DATE SPECIFICALLY PROVIDED HEREIN:
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(A)
THE BACK-UP SERVICER IS A NATIONAL BANKING ASSOCIATION DULY
ORGANIZED, VALIDLY EXISTING AND AUTHORIZED TO ENGAGE IN A BANKING BUSINESS UNDER
THE FEDERAL LAWS OF THE UNITED STATES OF AMERICA;
(B)
ALL NECESSARY CORPORATE, REGULATORY OR OTHER ACTION HAS BEEN TAKEN
TO AUTHORIZE AND EMPOWER THE BACK-UP SERVICER AND THE OFFICERS OR
REPRESENTATIVES ACTING ON THE BACK-UP SERVICER'S BEHALF TO PERFORM AND COMPLY
WITH THE BACK-UP SERVICER'S OBLIGATIONS UNDER THIS SERVICING AGREEMENT, AND THE
BACK-UP SERVICER HAS FULL POWER AND AUTHORITY TO EXECUTE, DELIVER AND PERFORM
THIS SERVICING AGREEMENT;
(C)
THE EXECUTION AND DELIVERY OF THIS SERVICING AGREEMENT BY THE
BACK-UP SERVICER AND ITS PERFORMANCE AND COMPLIANCE WITH THE TERMS OF THIS
SERVICING AGREEMENT WILL NOT VIOLATE THE BACK-UP SERVICER'S ARTICLES OF
ASSOCIATION 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 MATERIAL CONTRACT, SECURITY AGREEMENT, LOAN, CREDIT AGREEMENT OR
ANY OTHER AGREEMENT OR INSTRUMENT TO WHICH THE BACK-UP SERVICER IS A PARTY OR
WHICH MAY BE APPLICABLE TO THE