OR A SERVICER
DEFAULT, BUYER, IN ITS SOLE DISCRETION, MAY DESIGNATE ANY PERSON (INCLUDING
ITSELF) TO SUCCEED SERVICER AS SERVICER OF THE WAREHOUSE ASSETS.
CUSTOMER SHALL
TIMELY PAY ALL OF THE REASONABLE AND CUSTOMARY FEES AND EXPENSES OF SERVICER
PURSUANT TO THE SERVICING AGREEMENT AND BEAR ALL THE OUT-OF-POCKET COSTS OF
BUYER IN CONNECTION WITH A TERMINATION OF THE SERVICING AGREEMENT AND TRANSFER
OF SERVICING ARRANGEMENTS, INCLUDING ANY TERMINATION PAYMENT PAYABLE UNDER THE
SERVICING AGREEMENT.
CUSTOMER SHALL FULLY COOPERATE WITH AND ASSIST ANY NEW
SERVICER OF THE MORTGAGE LOAN RECEIVABLES OR THE DIRECT LOAN RECEIVABLES.
SUCH
COOPERATION SHALL INCLUDE (WITHOUT LIMITATION) ACCESS TO AND TRANSFER OF RECORDS
AND USE BY THE NEW SERVICER OR ITS DESIGNEE, OF ALL LICENSES, HARDWARE OR
SOFTWARE IN THE POSSESSION OR CONTROL OF CUSTOMER NECESSARY OR DESIRABLE TO
COLLECT THE RECEIVABLES AND THE RELATED SECURITY.
SECTION 6.2.
BANK ACCOUNT ARRANGEMENTS.
PRIOR
TO THE INITIAL PURCHASE HEREUNDER, CUSTOMER, CUSTODIAN AND BUYER SHALL ENTER
INTO THE PAYING AGENT AGREEMENT.
THE COLLECTION ACCOUNT WILL BE UNDER THE SOLE
AND EXCLUSIVE DOMINION AND CONTROL OF BUYER, SUBJECT TO THE TERMS AND PROVISIONS
OF THE PAYING AGENT AGREEMENT.
UPON THE OCCURRENCE AND DURING THE CONTINUATION
OF A TERMINATION EVENT, CUSTODIAN MAY, UPON INSTRUCTION FROM BUYER AND AS
BUYER'S AGENT, DO ANY OR ALL OF THE FOLLOWING:
(I) TO CONTINUE TO EXERCISE
EXCLUSIVE DOMINION AND CONTROL OVER THE FUNDS DEPOSITED IN THE COLLECTION
ACCOUNT, (II) TO HAVE THE PROCEEDS THAT ARE SENT TO THE COLLECTION ACCOUNT BE
REDIRECTED PURSUANT TO ITS INSTRUCTIONS RATHER THAN DEPOSITED IN THE COLLECTION
ACCOUNT, AND (III) TO TAKE ANY OR ALL OTHER ACTIONS PERMITTED UNDER THE PAYING
AGENT AGREEMENT.
CUSTOMER HEREBY AGREES THAT IF CUSTODIAN, AT ANY TIME, TAKES
ANY ACTION SET FORTH IN THE PRECEDING SENTENCE, CUSTODIAN SHALL HAVE EXCLUSIVE
CONTROL, AS THE TRUSTEE FOR BUYER, OF THE RECEIVABLES AND THE PROCEEDS
(INCLUDING COLLECTIONS) OF ALL RECEIVABLES AND CUSTOMER HEREBY FURTHER AGREES TO
TAKE ANY OTHER ACTION THAT CUSTODIAN OR BUYER MAY REASONABLY REQUEST TO TRANSFER
SUCH CONTROL.
ANY PROCEEDS OF RECEIVABLES RECEIVED BY CUSTOMER SHALL BE SENT
IMMEDIATELY TO CUSTODIAN FOR DEPOSIT INTO THE COLLECTION ACCOUNT.
THE PARTIES
HERETO HEREBY ACKNOWLEDGE THAT NEITHER CUSTODIAN NOR BUYER SHALL HAVE ANY RIGHTS
TO THE FUNDS IN THE COLLECTION ACCOUNT FOR ITS OWN ACCOUNT (OTHER THAN, IN THE
CASE OF CUSTODIAN, FOR THE PAYMENT OF
58
its fees and expenses or, in the case of Buyer, for application in accordance
with Sections 2.5 and 2.6 and the Paying Agent Agreement, as applicable).
Funds
in the Collection Account shall be held by Custodian as trustee for the benefit
of Buyer, and Custodian shall distribute or cause to be distributed such funds
in its capacity as Paying Agent under this Agreement and the Paying Agent
Agreement.
At all times, Customer shall irrevocably direct that each Obligor
make all payments in respect of the Warehouse Assets to the Servicing Collection
Account (as defined in the Servicing Agreement).
SECTION 6.3.
ENFORCEMENT RIGHTS.
AT ANY TIME
FOLLOWING THE TERMINATION OF THE