CONTINUANCE OF A SERVICER DEFAULT,
DESIGNATE AS SERVICER ANY PERSON (INCLUDING ITSELF) TO SUCCEED THE PARENT OR ANY
SUCCESSOR SERVICER, IF SUCH PERSON SHALL CONSENT AND AGREE TO THE TERMS HEREOF.
THE SERVICER MAY, WITH THE PRIOR CONSENT OF THE AGENT, SUBCONTRACT WITH ANY
OTHER PERSON FOR THE SERVICING, ADMINISTRATION OR COLLECTION OF THE POOL
RECEIVABLES.
ANY SUCH SUBCONTRACT SHALL NOT AFFECT THE SERVICER'S LIABILITY FOR
PERFORMANCE OF ITS DUTIES AND OBLIGATIONS PURSUANT TO THE TERMS HEREOF, AND ANY
SUCH SUBCONTRACT SHALL AUTOMATICALLY TERMINATE UPON DESIGNATION OF A SUCCESSOR
SERVICER.
SECTION 6.02.
DUTIES OF SERVICER.
(A)
THE SERVICER SHALL TAKE OR CAUSE TO
BE TAKEN ALL SUCH ACTIONS AS MAY BE NECESSARY OR ADVISABLE TO COLLECT EACH POOL
RECEIVABLE FROM TIME TO TIME, ALL IN ACCORDANCE WITH APPLICABLE LAWS, RULES AND
REGULATIONS, WITH REASONABLE CARE AND DILIGENCE, AND IN ACCORDANCE WITH THE
CREDIT AND COLLECTION POLICY.
THE SELLER AND THE AGENT HEREBY APPOINT THE
SERVICER, FROM TIME TO TIME DESIGNATED PURSUANT TO SECTION 6.01, AS AGENT FOR
THEMSELVES AND FOR THE INVESTORS AND THE BANKS TO ENFORCE THEIR RESPECTIVE
RIGHTS AND INTERESTS IN THE POOL RECEIVABLES, THE RELATED SECURITY AND THE
COLLECTIONS WITH RESPECT THERETO.
IN PERFORMING ITS DUTIES AS SERVICER, THE
SERVICER SHALL EXERCISE THE SAME CARE AND APPLY THE SAME POLICIES AS IT WOULD
EXERCISE AND APPLY IF IT OWNED SUCH RECEIVABLES AND SHALL ACT IN ACCORDANCE WITH
THE CREDIT AND COLLECTION POLICY.
(B)
THE SERVICER SHALL ADMINISTER THE COLLECTIONS IN ACCORDANCE WITH
THE PROCEDURES DESCRIBED IN SECTION 2.04.
(C)
IF NO EVENT OF TERMINATION OR INCIPIENT EVENT OF TERMINATION SHALL
HAVE OCCURRED AND BE CONTINUING, THE PARENT, WHILE IT IS THE SERVICER, MAY, IN
ACCORDANCE WITH THE CREDIT AND COLLECTION POLICY, EXTEND THE MATURITY OR ADJUST
THE OUTSTANDING BALANCE OF ANY RECEIVABLE AS THE PARENT DEEMS APPROPRIATE TO
MAXIMIZE COLLECTIONS THEREOF, OR OTHERWISE AMEND OR MODIFY OTHER TERMS OF ANY
RECEIVABLE; PROVIDED THAT THE CLASSIFICATION OF ANY SUCH RECEIVABLE AS A
DELINQUENT RECEIVABLE OR DEFAULTED RECEIVABLE SHALL NOT BE AFFECTED BY ANY SUCH
EXTENSION.
(D)
THE SERVICER SHALL HOLD IN TRUST FOR THE SELLER AND EACH INVESTOR
AND BANK, IN ACCORDANCE WITH THEIR RESPECTIVE INTERESTS, ALL DOCUMENTS,
INSTRUMENTS AND RECORDS (INCLUDING, WITHOUT LIMITATION, COMPUTER TAPES OR DISKS)
WHICH EVIDENCE OR RELATE TO POOL RECEIVABLES.
THE SERVICER SHALL MARK THE
SELLER'S MASTER DATA PROCESSING RECORDS EVIDENCING THE POOL RECEIVABLES WITH A
LEGEND OR OTHER SIMILAR NOTATION, ACCEPTABLE TO THE AGENT, EVIDENCING THAT
RECEIVABLE INTERESTS THEREIN HAVE BEEN SOLD.
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(E)
THE SERVICER SHALL, AS SOON AS PRACTICABLE (AN IN ANY EVENT WITHIN
TWO BUSINESS DAYS) FOLLOWING RECEIPT, IDENTIFY, REMOVE FROM THE DEPOSIT ACCOUNTS
AND TURN OVER TO THE PERSON ENTITLED THERETO ANY CASH COLLECTIONS OR OTHER CASH
PROCEEDS RECEIVED WITH RESPECT TO RECEIVABLES NOT CONSTITUTING POOL RECEIVABLES.
(F)
THE SERVICER SHALL, FROM TIME TO TIME AT THE REQUEST OF THE
AGENT, FURNISH TO THE AGENT (PROMPTLY AFTER ANY SUCH REQUEST) A CALCULATION OF
THE AMOUNTS SET ASIDE FOR THE INVESTORS AND THE BANKS PURSUANT TO SECTION 2.04.