OR BY
INCORPORATION BY REFERENCE PURSUANT TO SECTION 1.01), TO THE EXTENT NOT DEFINED,
SHALL HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM UNDER GAAP. TO THE EXTENT THAT
THE DEFINITIONS OF ACCOUNTING TERMS HEREIN OR INCORPORATED BY REFERENCE HEREIN
ARE INCONSISTENT WITH THE
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MEANINGS OF SUCH TERMS UNDER GAAP, THE DEFINITIONS CONTAINED HEREIN OR
INCORPORATED BY REFERENCE HEREIN SHALL CONTROL.
(C)
THE WORDS "HEREOF", "HEREIN" AND
"HEREUNDER" AND WORDS OF SIMILAR IMPORT WHEN USED IN THIS AGREEMENT SHALL REFER
TO THIS AGREEMENT AS A WHOLE AND NOT TO ANY PARTICULAR PROVISION OF THIS
AGREEMENT, AND SECTION, SCHEDULE AND EXHIBIT REFERENCES CONTAINED IN THIS
AGREEMENT ARE REFERENCES TO SECTIONS, SCHEDULES AND EXHIBITS IN OR TO THIS
AGREEMENT UNLESS OTHERWISE SPECIFIED.
(D)
THE DEFINITIONS CONTAINED HEREIN OR
INCORPORATED BY REFERENCE HEREIN ARE APPLICABLE TO THE SINGULAR AS WELL AS THE
PLURAL FORMS OF SUCH TERMS AND TO THE MASCULINE, THE FEMININE AND THE NEUTER
GENDERS OF SUCH TERMS.
(E)
ANY REFERENCE HEREIN OR IN ANY OTHER
TRANSACTION DOCUMENT TO A PROVISION OF THE CODE, 1940 ACT, ERISA OR THE
APPLICABLE UCC SHALL BE DEEMED TO BE ALSO A REFERENCE TO ANY SUCCESSOR PROVISION
THERETO.
(F)
ANY REFERENCE HEREIN TO A SCHEDULE OR
EXHIBIT TO THIS AGREEMENT SHALL BE DEEMED TO BE A REFERENCE TO SUCH SCHEDULE OR
EXHIBIT AS IT MAY BE AMENDED, MODIFIED OR SUPPLEMENTED FROM TIME TO TIME TO THE
EXTENT THAT SUCH SCHEDULE OR EXHIBIT MAY BE AMENDED, MODIFIED OR SUPPLEMENTED
(OR ANY TERM OR PROVISION OF ANY TRANSACTION DOCUMENT MAY BE AMENDED THAT WOULD
HAVE THE EFFECT OF AMENDING, MODIFYING OR SUPPLEMENTING INFORMATION CONTAINED IN
SUCH SCHEDULE OR EXHIBIT) IN COMPLIANCE WITH THE TERMS OF THE TRANSACTION
DOCUMENTS.
(G)
ANY REFERENCE IN THIS AGREEMENT TO ANY
REPRESENTATION, WARRANTY OR COVENANT "DEEMED" TO HAVE BEEN MADE IS INTENDED TO
ENCOMPASS ONLY REPRESENTATIONS, WARRANTIES OR COVENANTS THAT ARE EXPRESSLY
STATED TO BE REPEATED ON OR AS OF DATES FOLLOWING THE EXECUTION AND DELIVERY OF
THIS AGREEMENT, AND NO SUCH REFERENCE SHALL BE INTERPRETED AS A REFERENCE TO ANY
IMPLICIT, INFERRED, TACIT OR OTHERWISE UNEXPRESSED REPRESENTATION, WARRANTY OR
COVENANT.
(H)
THE WORDS "INCLUDE", "INCLUDES" OR
"INCLUDING" SHALL BE INTERPRETED AS IF FOLLOWED, IN EACH CASE, BY THE PHRASE
"WITHOUT LIMITATION".
ARTICLE II
ADMINISTRATION AND SERVICING OF RECEIVABLES
SECTION 2.01.
APPOINTMENT OF MASTER SERVICER AND LOCAL SERVICERS; DELEGATION.
(A)
(I) THE COMPANY HEREBY APPOINTS THE MASTER
SERVICER TO ACT AS, AND THE MASTER SERVICER HEREBY ACCEPTS ITS APPOINTMENT AND
AGREES TO ACT AS, MASTER SERVICER UNDER THE POOLING AND SERVICING AGREEMENTS.
THE MASTER SERVICER SHALL HAVE RESPONSIBILITY FOR THE MANAGEMENT OF THE
SERVICING AND RECEIPT OF COLLECTIONS IN RESPECT OF THE RECEIVABLES ORIGINATED BY
THE ORIGINATORS AND OWNED BY THE COMPANY. THE MASTER SERVICER SHALL HAVE THE
AUTHORITY TO MAKE ANY MANAGEMENT DECISIONS RELATING TO EACH SUCH RECEIVABLE TO
THE EXTENT SUCH AUTHORITY IS GRANTED TO THE MASTER SERVICER HEREUNDER AND UNDER
ANY POOLING AND SERVICING AGREEMENT. UNLESS AND UNTIL THE MASTER SERVICER HAS
BEEN
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REPLACED AS MASTER