BANK AND SECOND, TO THE COLLECTION ACCOUNT DESCRIBED IN 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 CONSTITUTES 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