THIS SERVICING AGREEMENT AND THE SALE
AND ALLOCATION 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:
25
(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