HEREUNDER SHALL BE SPECIFICALLY ENFORCEABLE AND SHALL BE ABSOLUTE AND
UNCONDITIONAL IN ALL CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, AFTER THE
OCCURRENCE AND DURING THE CONTINUATION OF ANY EVENT OF TERMINATION OR SERVICING
TERMINATION EVENT HEREUNDER; PROVIDED, HOWEVER, THAT A SUCCESSOR SERVICER MAY BE
APPOINTED PURSUANT TO SECTION 6.01 OR THIS SECTION 6.09.
(B)
NOTWITHSTANDING THE FOREGOING, THE SERVICER MAY RESIGN FROM THE OBLIGATIONS
AND DUTIES HEREBY IMPOSED ON IT AS SERVICER UPON DETERMINATION THAT (I) THE
PERFORMANCE OF ITS DUTIES HEREUNDER IS NO LONGER PERMISSIBLE UNDER ANY
APPLICABLE LAW AND (II) THERE IS NO REASONABLE ACTION WHICH THE SERVICER COULD
TAKE TO MAKE THE PERFORMANCE OF ITS DUTIES HEREUNDER PERMISSIBLE UNDER ANY SUCH
APPLICABLE LAW.
ANY DETERMINATION PERMITTING THE RESIGNATION OF THE SERVICER
SHALL BE EVIDENCED AS TO CLAUSE (I) ABOVE BY AN OPINION OF COUNSEL TO SUCH
EFFECT DELIVERED TO THE BUYER, EACH MANAGING AGENT AND THE COLLATERAL AGENT.
EXCEPT TO THE EXTENT INCONSISTENT WITH ANY SUCH APPLICABLE LAW, NO SUCH
RESIGNATION SHALL BECOME EFFECTIVE UNTIL A SUCCESSOR SERVICER
27
shall have assumed the responsibilities and obligations of the Servicer in
accordance with the remaining provisions of this Section 6.09.
(C)
THE COLLATERAL AGENT SHALL, AS PROMPTLY AS POSSIBLE AFTER THE SERVICER HAS
GIVEN NOTICE PURSUANT TO SECTION 6.09(B) ABOVE OR AT ANY TIME AFTER THE BUYER'S
OR THE COLLATERAL AGENT'S DESIGNATION OF A SUCCESSOR SERVICER PURSUANT TO
SECTION 6.01, APPOINT A SUCCESSOR SERVICER (THE "SUCCESSOR SERVICER") AND SUCH
SUCCESSOR SERVICER SHALL ACCEPT ITS APPOINTMENT BY A WRITTEN ASSUMPTION IN A
FORM ACCEPTABLE TO THE COLLATERAL AGENT.
UPON ITS APPOINTMENT, THE SUCCESSOR
SERVICER SHALL BE THE SUCCESSOR IN ALL RESPECTS TO THE SERVICER WITH RESPECT TO
SERVICING FUNCTIONS UNDER THIS SALE AGREEMENT AND THE RECEIVABLES PURCHASE
AGREEMENT SHALL BE SUBJECT TO ALL THE RESPONSIBILITIES, DUTIES AND LIABILITIES
RELATING THERETO PLACED ON THE SERVICER BY THE TERMS AND PROVISIONS HEREOF AND
THEREOF, AND ALL REFERENCES IN THIS SALE AGREEMENT OR ANY OTHER FACILITY
DOCUMENTS TO THE SERVICER SHALL BE DEEMED TO REFER TO THE SUCCESSOR SERVICER.
THE SERVICER AGREES TO COOPERATE WITH THE SUCCESSOR SERVICER IN EFFECTING THE
TRANSFER OF ITS RESPONSIBILITIES, DUTIES, LIABILITIES AND RIGHTS HEREUNDER,
INCLUDING, WITHOUT LIMITATION, THE EXECUTION AND DELIVERY OF ASSIGNMENTS OF
FINANCING STATEMENTS, THE TRANSFER TO THE SUCCESSOR SERVICER OF ALL CASH AMOUNTS
HELD BY THE SERVICER OR THEREAFTER RECEIVED WITH RESPECT TO THE TRANSFERRED
ASSETS, THE TRANSFER OF ELECTRONIC RECORDS RELATING TO THE TRANSFERRED ASSETS IN
SUCH FORM AS THE SUCCESSOR SERVICER MAY REASONABLY REQUEST AND THE TRANSFER OF
ALL RELATED RECORDS, CORRESPONDENCE AND OTHER DOCUMENTS RELATING TO THE
TRANSFERRED ASSETS.
ARTICLE VII
EVENTS OF TERMINATION
SECTION 7.01.
EVENTS OF TERMINATION.
IF ANY OF THE FOLLOWING EVENTS ("EVENTS
OF TERMINATION") SHALL OCCUR:
(A)
(I) THE SERVICER (IF THE SELLER OR ANY AFFILIATE OF THE SELLER) SHALL FAIL
TO PERFORM OR OBSERVE ANY TERM, COVENANT OR AGREEMENT HEREUNDER (OTHER THAN AS
REFERRED TO IN CLAUSE (II) OF THIS SECTION 7.01(A)) AND SUCH FAILURE SHALL
REMAIN UNREMEDIED FOR THREE BUSINESS DAYS AFTER WRITTEN NOTICE FROM