TRANSFER
EVENTS.
UPON RECEIPT BY A SERVICER OF A NOTICE FROM THE ADMINISTRATIVE AGENT OF
THE ADMINISTRATIVE AGENT'S DESIGNATION AT THE DIRECTION OF THE AGENTS, OF A NEW
SERVICER (A "SUCCESSOR NOTICE"), EACH SERVICER AGREES THAT IT WILL TERMINATE ITS
ACTIVITIES AS SERVICER HEREUNDER IN A MANNER THAT THE AGENTS BELIEVES WILL
FACILITATE THE TRANSITION OF THE PERFORMANCE OF SUCH ACTIVITIES TO THE NEW
SERVICER, AND THE ADMINISTRATIVE AGENT (OR ITS DESIGNEE) SHALL ASSUME EACH AND
ALL OF SUCH TERMINATED SERVICER'S OBLIGATIONS TO SERVICE AND ADMINISTER SUCH
RECEIVABLES, ON THE TERMS AND SUBJECT TO THE CONDITIONS HEREIN SET FORTH, AND
EACH SERVICER SHALL USE ITS BEST EFFORTS TO ASSIST THE ADMINISTRATIVE AGENT (OR
ITS DESIGNEE) IN ASSUMING SUCH OBLIGATIONS.
WITHOUT LIMITING THE FOREGOING,
EACH SERVICER AGREES AT THEIR JOINT AND SEVERAL EXPENSE, TO TAKE ALL ACTIONS
NECESSARY TO PROVIDE THE NEW SERVICER WITH ACCESS TO ALL COMPUTER SOFTWARE
NECESSARY OR USEFUL IN COLLECTING, BILLING OR MAINTAINING RECORDS WITH RESPECT
TO RECEIVABLES.
THE ADMINISTRATIVE AGENT AGREES NOT TO GIVE A SUCCESSOR NOTICE
UNTIL AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF ANY LIQUIDATION EVENT
(ANY SUCH EVENT BEING HEREIN CALLED A "SERVICER TRANSFER EVENT"), IN WHICH CASE
SUCH SUCCESSOR NOTICE MAY BE GIVEN AT ANY TIME IN THE ADMINISTRATIVE AGENT'S
DISCRETION.
IF ANY SERVICER DISPUTES THE OCCURRENCE OF A SERVICER TRANSFER
EVENT, SUCH SERVICER MAY TAKE APPROPRIATE ACTION TO RESOLVE SUCH DISPUTE;
PROVIDED THAT SUCH SERVICER MUST TERMINATE ITS ACTIVITIES HEREUNDER AS SERVICER
AND ALLOW THE NEWLY DESIGNATED SERVICER TO PERFORM SUCH ACTIVITIES ON THE DATE
PROVIDED BY THE ADMINISTRATIVE AGENT AS DESCRIBED ABOVE, NOTWITHSTANDING THE
COMMENCEMENT OR CONTINUATION OF ANY PROCEEDING TO RESOLVE THE AFOREMENTIONED
DISPUTE, IF THE ADMINISTRATIVE AGENT, AT THE DIRECTION OF THE AGENTS, REASONABLY
DETERMINES, IN GOOD FAITH, THAT SUCH TERMINATION IS NECESSARY OR ADVISABLE TO
PROTECT THE PURCHASERS' INTERESTS HEREUNDER.
(C)
SUBCONTRACTS.
A SERVICER MAY, WITH THE
PRIOR CONSENT OF THE AGENTS, SUBCONTRACT WITH ANY OTHER PERSON FOR SERVICING,
ADMINISTERING OR COLLECTING THE POOL RECEIVABLES, PROVIDED THAT THE SERVICERS
SHALL REMAIN JOINTLY AND SEVERALLY LIABLE FOR THE PERFORMANCE OF THE DUTIES AND
OBLIGATIONS OF THE SERVICERS PURSUANT TO THE TERMS HEREOF AND SUCH SUBSERVICING
ARRANGEMENT MAY BE TERMINATED AT ANY AGENT'S REQUEST, ON THE RELATED PURCHASER'S
BEHALF, AT ANYTIME AFTER A SUCCESSOR NOTICE HAS BEEN GIVEN.
SECTION 8.2
DUTIES OF SERVICERS.
(A)
APPOINTMENT; DUTIES IN GENERAL.
EACH OF
THE SELLER, THE PURCHASERS AND THE AGENTS HEREBY APPOINTS AS ITS AGENT THE
SERVICERS, AS FROM TIME TO TIME DESIGNATED PURSUANT TO SECTION 8.1, TO ENFORCE
ITS RIGHTS AND INTERESTS IN AND UNDER THE POOL RECEIVABLES, THE RELATED SECURITY
AND THE RELATED CONTRACTS.
THE SERVICERS 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.
(B)
ALLOCATION OF COLLECTIONS; SEGREGATION.
THE
SERVICERS SHALL SET ASIDE AND HOLD IN TRUST FOR