ANY SUCH NOTES RECEIVABLE, LENDER
(THE "SERVICER ACCOUNT").
THE AGREEMENT(S) GOVERNING THE SERVICER ACCOUNT MUST
BE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO LENDER AND BORROWER.
BORROWER SHALL DEPOSIT IN THE SERVICER ACCOUNT ANY AND ALL CHECKS, DRAFTS, CASH
AND OTHER REMITTANCES RECEIVED BY BORROWER IN PAYMENT OR ON ACCOUNT OF PAYMENT,
WITH RESPECT TO ANY OF THE NOTES RECEIVABLE; PROVIDED, THAT (I) BORROWER SHALL
(A) CAUSE EACH PURCHASER OF A SOLD NOTE RECEIVABLE TO INSTRUCT FTA TO DEPOSIT BY
WIRE TRANSFER TO THE COLLECTION ACCOUNT ALL NET SALE PROCEEDS FOR SUCH SOLD NOTE
RECEIVABLE UPON THE RECEIPT THEREOF BY FTA, AND (B) CAUSE THE DEPOSITORY HOLDING
THE COLLECTION ACCOUNT TO ADVISE BORROWER AND LENDER OF SUCH DEPOSIT, AND
(II) BORROWER SHALL CAUSE PAYMENT OF ALL NOTE PARTICIPATION AMOUNTS TO BE MADE
DIRECTLY TO THE COLLECTION ACCOUNT.
THE DEPOSITS MADE IN THE SERVICER ACCOUNT
SHALL BE DEPOSITED IN PRECISELY THE FORM RECEIVED, EXCEPT FOR THE ENDORSEMENTS
OF BORROWER WHERE NECESSARY TO PERMIT THE COLLECTION OF ANY SUCH PAYMENTS, WHICH
ENDORSEMENTS BORROWER HEREBY AGREES TO MAKE.
ALL CHECKS, DRAFTS, CASH AND OTHER
REMITTANCES RECEIVED BY BORROWER WITH RESPECT TO THE SERVICED ASBA ASSETS SHALL
NOT BE
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DEPOSITED IN THE SERVICER ACCOUNT, BUT SHALL INSTEAD BE DEPOSITED IN SEPARATE
ACCOUNTS MAINTAINED BY BORROWER FOR THE BENEFIT OF ASBA.
(B)
COLLECTION ACCOUNT; TRANSFERS TO LENDER ACCOUNT.
BORROWER SHALL
ESTABLISH A BANK ACCOUNT IN BORROWER'S NAME WITH THE SAME BANK OR INSTITUTION AT
WHICH THE SERVICER ACCOUNT IS LOCATED, FROM WHICH LENDER ALONE HAS POWER OF
ACCESS AND WITHDRAWAL EXCEPT TO SUCH LIMITED EXTENT AS MAY OTHERWISE BE PROVIDED
IN THE AGREEMENT(S) GOVERNING SUCH ACCOUNT, WHICH MUST BE IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO LENDER AND BORROWER (THE "COLLECTION ACCOUNT").
BORROWER SHALL, OR SHALL CAUSE SERVICER TO, TRANSFER TO THE COLLECTION ACCOUNT
FROM THE SERVICER ACCOUNT ALL BORROWER ALLOCATED PAYMENTS WITHIN ONE BUSINESS
DAY OF RECEIPT OF CLEARED FUNDS.
THE AGREEMENT GOVERNING THE COLLECTION ACCOUNT
WILL PROVIDE FOR THE TRANSFER ON EACH BUSINESS DAY, IN IMMEDIATELY AVAILABLE
FUNDS, OF ALL AVAILABLE FUNDS IN THE COLLECTION ACCOUNT TO THE LENDER ACCOUNT.
ANY SUCH FUNDS TRANSFERRED TO THE LENDER ACCOUNT SHALL BE CREDITED AGAINST THE
OBLIGATIONS IN ACCORDANCE WITH SECTION 2.8.
(C)
ALLOCATION OF PAYMENTS RECEIVED.
PROMPTLY AFTER BECOMING
AVAILABLE AND IN ANY EVENT WITHIN FIVE BUSINESS DAYS AFTER THE END OF EACH
MONTH, OR MORE FREQUENTLY AS MAY BE REASONABLY REQUESTED BY LENDER (AND, IF AN
EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, SUCH REQUEST MAY BE MADE AS
OFTEN AS DAILY), BORROWER SHALL, OR SHALL CAUSE SERVICER TO, DELIVER TO LENDER
INFORMATION DETAILING, WITH RESPECT TO EACH DEPOSIT MADE INTO THE SERVICER
ACCOUNT, THE SPECIFIC NOTE RECEIVABLE TO WHICH SUCH DEPOSIT RELATES AND (I) THE
AMOUNT, IF ANY, OF SUCH DEPOSIT THAT RELATES TO A SOLD NOTE RECEIVABLE AND THAT
BORROWER HAS DETERMINED IS PAYABLE TO FTA FOR THE BENEFIT OF THE PURCHASER OF
SUCH SOLD NOTE RECEIVABLE, (II) THE AMOUNT, IF ANY, OF SUCH DEPOSIT THAT RELATES
TO A