SUCH SECURITY INTEREST AND TO MAINTAIN THE FIRST
PRIORITY THEREOF IN THE EVENT OF A RELOCATION OF A MOTORCYCLE OR FOR ANY OTHER
REASON.
SECTION 5.10.
SUCCESSOR
SERVICER/LOCKBOX AGREEMENTS.
THE SERVICER SHALL USE ITS BEST EFFORTS TO CAUSE
OBLIGORS TO MAKE ALL PAYMENTS ON THE CONTRACTS TO ONE OR MORE LOCKBOX BANKS,
ACTING AS AGENT FOR THE TRUST PURSUANT TO A LOCKBOX AGREEMENT.
IN THE EVENT THE
SERVICER SHALL FOR ANY REASON NO LONGER BE ACTING AS SUCH, THE SUCCESSOR
SERVICER SHALL THEREUPON ASSUME ALL OF THE RIGHTS AND OBLIGATIONS OF THE
OUTGOING SERVICER UNDER THE LOCKBOX AGREEMENT; PROVIDED, HOWEVER, THAT THE
SUCCESSOR SERVICER SHALL NOT BE LIABLE FOR ANY ACTS OR OBLIGATIONS OF THE
SERVICER PRIOR TO SUCH SUCCESSION.
IN SUCH EVENT, THE SUCCESSOR SERVICER SHALL
BE DEEMED TO HAVE ASSUMED ALL OF THE OUTGOING SERVICER'S INTEREST THEREIN AND TO
HAVE REPLACED THE OUTGOING SERVICER AS A PARTY TO EACH SUCH LOCKBOX AGREEMENT TO
THE SAME EXTENT AS IF SUCH LOCKBOX AGREEMENT HAD BEEN ASSIGNED TO THE SUCCESSOR
SERVICER, EXCEPT THAT THE OUTGOING SERVICER SHALL NOT THEREBY BE RELIEVED OF ANY
LIABILITY OR OBLIGATIONS ON THE PART OF THE OUTGOING SERVICER TO THE LOCKBOX
BANK UNDER SUCH LOCKBOX AGREEMENT.
THE OUTGOING SERVICER SHALL, UPON THE
REQUEST OF THE OWNER TRUSTEE, BUT AT THE EXPENSE OF THE OUTGOING SERVICER,
DELIVER TO THE SUCCESSOR SERVICER ALL DOCUMENTS AND RECORDS RELATING TO EACH
SUCH LOCKBOX AGREEMENT AND AN ACCOUNTING OF AMOUNTS COLLECTED AND HELD BY THE
LOCKBOX BANK AND OTHERWISE USE ITS BEST EFFORTS TO EFFECT THE ORDERLY AND
EFFICIENT TRANSFER OF ANY LOCKBOX AGREEMENT TO THE SUCCESSOR SERVICER.
SECTION 5.11.
SEPARATE ENTITY
EXISTENCE.
THE SERVICER AGREES TO TAKE OR REFRAIN FROM TAKING OR ENGAGING IN
WITH RESPECT TO THE TRUST DEPOSITOR, AS APPLICABLE, EACH OF THE ACTIONS OR
ACTIVITIES SPECIFIED IN THE "SUBSTANTIVE CONSOLIDATION" OPINION OF WINSTON &
STRAWN LLP (OR IN ANY RELATED CERTIFICATE OF THE SERVICER) DELIVERED ON THE
CLOSING DATE, UPON WHICH THE CONCLUSIONS EXPRESSED THEREIN ARE BASED.
ARTICLE SIX
THE TRUST DEPOSITOR
SECTION 6.01.
COVENANTS OF THE TRUST
DEPOSITOR.
(A)
DURING THE TERM OF THIS AGREEMENT, THE
TRUST DEPOSITOR WILL KEEP IN FULL FORCE AND EFFECT ITS EXISTENCE, RIGHTS AND
FRANCHISES AS A CORPORATION UNDER THE LAWS OF THE JURISDICTION OF ITS
INCORPORATION AND WILL OBTAIN AND PRESERVE ITS QUALIFICATION TO DO BUSINESS IN
EACH JURISDICTION IN WHICH SUCH QUALIFICATION IS OR SHALL BE NECESSARY TO
PROTECT THE VALIDITY AND ENFORCEABILITY OF THIS AGREEMENT, THE OTHER TRANSACTION
DOCUMENTS AND EACH OTHER INSTRUMENT OR AGREEMENT NECESSARY OR APPROPRIATE TO THE
PROPER ADMINISTRATION OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
HEREBY.
38
(b)
Arm's Length Transactions.
During the term
of this Agreement, all transactions and dealings between the Trust Depositor and
its Affiliates will be conducted on an arm's-length basis.
(c)
No Other Business.
The Trust Depositor
shall not engage in any business other than financing, purchasing, owning,
selling and managing the Contracts in the manner contemplated by this Agreement
and the other Transaction Documents and activities incidental