BUYER MAY, IN ITS SOLE DISCRETION, (I) SELL ITS RIGHT TO THE PURCHASED
ASSETS ON A SERVICING RELEASED BASIS OR (II) TERMINATE SELLER, SERVICER OR ANY
SUB-SERVICER OF THE PURCHASED ASSETS WITH OR WITHOUT CAUSE, IN EACH CASE WITHOUT
PAYMENT OF ANY TERMINATION FEE.
(D)
SELLER SHALL NOT EMPLOY SUB-SERVICERS TO SERVICE THE PURCHASED
ASSETS WITHOUT THE PRIOR WRITTEN APPROVAL OF BUYER, WHICH SHALL NOT BE
UNREASONABLY WITHHELD.
IF THE PURCHASED ASSETS ARE SERVICED BY A SUB-SERVICER,
SELLER SHALL IRREVOCABLY ASSIGN ALL RIGHTS, TITLE AND INTEREST (IF ANY) IN THE
SERVICING AGREEMENTS IN THE PURCHASED ASSETS TO BUYER.
(E)
SELLER SHALL CAUSE SERVICER OR ANY SUB-SERVICERS ENGAGED BY SELLER
TO EXECUTE A LETTER AGREEMENT WITH BUYER ACKNOWLEDGING BUYER'S SECURITY INTEREST
AND AGREEING THAT IT SHALL DEPOSIT ALL INCOME WITH RESPECT TO THE PURCHASED
ASSETS IN THE CASH MANAGEMENT ACCOUNT, AND SO LONG AS A PURCHASED ASSET IS
SUBJECT TO A TRANSACTION, FOLLOWING NOTICE FROM BUYER TO SELLER OF AN EVENT OF
DEFAULT UNDER THIS AGREEMENT, SERVICER SHALL TAKE NO ACTION UNDER THIS AGREEMENT
WITH REGARD TO SUCH PURCHASED ASSET OTHER THAN AS SPECIFICALLY DIRECTED BY
BUYER.
(F)
THE PAYMENT OF SERVICING FEES SHALL BE SUBORDINATE TO PAYMENT OF
AMOUNTS OUTSTANDING UNDER ANY TRANSACTION AND THIS AGREEMENT.
ARTICLE 29.
MISCELLANEOUS
(A)
ALL RIGHTS, REMEDIES AND POWERS OF BUYER HEREUNDER AND IN
CONNECTION HEREWITH ARE IRREVOCABLE AND CUMULATIVE, AND NOT ALTERNATIVE OR
EXCLUSIVE, AND SHALL BE IN ADDITION TO ALL OTHER RIGHTS, REMEDIES AND POWERS OF
BUYER WHETHER UNDER LAW, EQUITY OR AGREEMENT.
IN ADDITION TO THE RIGHTS AND
REMEDIES GRANTED TO IT IN THIS AGREEMENT, TO THE EXTENT THIS AGREEMENT IS
DETERMINED TO CREATE A SECURITY INTEREST, BUYER SHALL HAVE ALL RIGHTS AND
REMEDIES OF A SECURED PARTY UNDER THE UCC.
69
(B)
THE TRANSACTION DOCUMENTS MAY BE EXECUTED IN COUNTERPARTS, EACH OF
WHICH SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL, BUT ALL OF SUCH
COUNTERPARTS SHALL TOGETHER CONSTITUTE BUT ONE AND THE SAME INSTRUMENT.
(C)
THE HEADINGS IN THE TRANSACTION DOCUMENTS ARE FOR CONVENIENCE OF
REFERENCE ONLY AND SHALL NOT AFFECT THE INTERPRETATION OR CONSTRUCTION OF THE
TRANSACTION DOCUMENTS.
(D)
WITHOUT LIMITING THE RIGHTS AND REMEDIES OF BUYER UNDER THE
TRANSACTION DOCUMENTS, SELLER SHALL PAY BUYER'S REASONABLE ACTUAL OUT-OF-POCKET
COSTS AND EXPENSES, INCLUDING REASONABLE FEES AND EXPENSES OF ACCOUNTANTS,
ATTORNEYS AND ADVISORS, INCURRED IN CONNECTION WITH THE PREPARATION,
NEGOTIATION, EXECUTION AND CONSUMMATION OF, AND ANY AMENDMENT, SUPPLEMENT OR
MODIFICATION TO, THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS THEREUNDER,
WHETHER OR NOT SUCH TRANSACTION DOCUMENT (OR AMENDMENT THERETO) OR TRANSACTION
IS ULTIMATELY CONSUMMATED.
SELLER AGREES TO PAY BUYER ON DEMAND ALL COSTS AND
EXPENSES (INCLUDING REASONABLE EXPENSES FOR LEGAL SERVICES OF EVERY KIND) OF ANY
SUBSEQUENT ENFORCEMENT OF ANY OF THE PROVISIONS HEREOF, OR OF THE PERFORMANCE BY
BUYER OF ANY OBLIGATIONS OF SELLER IN RESPECT OF THE PURCHASED ASSETS, OR ANY
ACTUAL OR ATTEMPTED SALE, OR ANY EXCHANGE, ENFORCEMENT, COLLECTION, COMPROMISE
OR SETTLEMENT IN RESPECT OF ANY OF THE COLLATERAL OR PURCHASED ITEMS AND FOR THE
CUSTODY, CARE