AGREEMENT DOES NOT REQUIRE THE AUTHORIZATION, CONSENT, OR
APPROVAL OF, THE GIVING OF NOTICE TO, THE
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FILING OR REGISTRATION WITH, OR THE TAKING OF ANY OTHER ACTION IN RESPECT OF,
ANY GOVERNMENTAL AUTHORITY OR AGENCY REGULATING THE BANKING AND CORPORATE TRUST
ACTIVITIES OF THE BACK-UP SERVICER.
(E)
THIS AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY
THE BACK-UP SERVICER AND CONSTITUTES THE LEGAL, VALID, AND BINDING AGREEMENT OF
THE BACK-UP SERVICER, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS SUBJECT, AS TO
THE ENFORCEMENT OF REMEDIES, TO BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM AND OTHER SIMILAR LAWS AFFECTING THE ENFORCEABILITY OF CREDITORS'
RIGHTS GENERALLY APPLICABLE IN THE EVENT OF THE BANKRUPTCY, INSOLVENCY OR
REORGANIZATION OF THE BACK-UP SERVICER AND TO GENERAL PRINCIPLES OF EQUITY.
(F)
THERE IS NO PENDING OR, TO THE BEST OF THE BACK-UP
SERVICER'S KNOWLEDGE, THREATENED ACTION, SUIT, PROCEEDING OR INVESTIGATION
BEFORE ANY COURT, ADMINISTRATIVE AGENCY, ARBITRATOR OR GOVERNMENTAL BODY AGAINST
OR AFFECTING THE BACK-UP SERVICER WHICH, IF DECIDED ADVERSELY, WOULD MATERIALLY
AND ADVERSELY AFFECT (I) THE CONDITION (FINANCIAL OR OTHERWISE), BUSINESS OR
OPERATIONS OF THE BACK-UP SERVICER, (II) THE ABILITY OF THE BACK-UP SERVICER TO
PERFORM ITS OBLIGATIONS UNDER, OR THE VALIDITY OR ENFORCEABILITY OF, THIS
AGREEMENT OR ANY OTHER DOCUMENTS OR TRANSACTIONS CONTEMPLATED HEREUNDER,
(III) ANY PURCHASED ASSETS OR TITLE OF THE COLLATERAL AGENT OR ANY PURCHASER TO
ANY PURCHASED ASSETS OR (IV) THE COLLATERAL AGENT'S ABILITY TO FORECLOSE OR
OTHERWISE ENFORCE ITS LIENS ON THE RECEIVABLES.
ARTICLE 3
ADMINISTRATION AND SERVICING OF RECEIVABLES
Section 3.01
Designation and Duties of Servicer.
(A)
THE PARTIES ACKNOWLEDGE AND AGREE THAT THE SERVICING,
ADMINISTERING AND COLLECTION OF THE PURCHASED RECEIVABLES AND THE OTHER
PURCHASED ASSETS SHALL BE CONDUCTED BY THE "SERVICER" DESIGNATED BY THE
COLLATERAL AGENT FROM TIME TO TIME IN ACCORDANCE WITH SECTION 6.01 OF THE LRPA.
(B)
SERVICER ASSISTANCE.
THE SERVICER SHALL MAKE REASONABLE
EFFORTS TO COOPERATE WITH THE BACK-UP SERVICER TO ENABLE THE BACK-UP SERVICER TO
PERFORM ITS DUTIES HEREUNDER.
THE SERVICER SHALL BE REQUIRED TO PROVIDE TO THE
BACK-UP SERVICER THE FOLLOWING: (I) INFORMATION REGARDING THE COLLECTIONS AND
THE RECEIVABLES ON A DAILY BASIS, (II) A WEEKLY DATA TAPE WITH RESPECT TO THE
RECEIVABLES, (III) EACH SETTLEMENT REPORT AS REQUIRED PURSUANT TO SECTION 3.02
BELOW, TOGETHER WITH A MONTHLY DATA TAPE WITH RESPECT TO THE RECEIVABLES, (IV) A
COPY OF THE SERVICER'S CURRENT CREDIT AND COLLECTION POLICY, AS AMENDED FROM
TIME TO TIME, AND (V) SUCH PERIODIC UCC AND TAX INFORMATION AS IT MAY REQUIRE
FROM TIME TO TIME, OR ACCESS TO THE SERVICER'S THIRD PARTY SERVICE PROVIDERS IN
SUCH RESPECTS.
Section 3.02
Back-up Servicer.
(A)
THE PARTIES HEREBY APPOINT BNY ASSET SOLUTIONS LLC TO ACT
AS BACK-UP SERVICER WITH RESPECT TO THE PURCHASED RECEIVABLES AND THE OTHER
PURCHASED ASSETS.
(B)
PRIOR TO SEPTEMBER 17, 2003, THE BACK-UP SERVICER SHALL
PERFORM THE FOLLOWING DUTIES AND OBLIGATIONS (SO LONG AS THE BACK-UP SERVICER
HAS NOT BEEN DESIGNATED AS SUCCESSOR SERVICER):
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(I)
ON OR PRIOR TO THE 17TH DAY OF THE MONTH
IMMEDIATELY PRECEDING EACH RELATED