THE SERVICER AGREES THAT, UPON ANY SUCH
ASSIGNMENT, SUCH ASSIGNEE MAY ENFORCE DIRECTLY, WITHOUT JOINDER OF BUYER, THE
RIGHTS SET FORTH IN THIS AGREEMENT.
ALL SUCH ASSIGNEES, INCLUDING PARTIES TO
THE FUNDING AGREEMENT IN THE CASE OF ANY ASSIGNMENT TO SUCH PARTIES, SHALL BE
THIRD PARTY BENEFICIARIES OF, AND SHALL BE ENTITLED TO ENFORCE BUYER'S RIGHTS
AND REMEDIES UNDER, THIS AGREEMENT TO THE SAME EXTENT AS BUYER OR ANY OF ITS
DESIGNATED REPRESENTATIVES MAY DO.
THE TERMS AND PROVISIONS OF THIS AGREEMENT
ARE FOR THE PURPOSE OF DEFINING THE RELATIVE RIGHTS AND OBLIGATIONS OF EACH
ORIGINATOR, THE SERVICER AND BUYER WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED
HEREBY AND, EXCEPT FOR THE LENDERS AND THE ADMINISTRATIVE AGENT, NO PERSON SHALL
BE A THIRD PARTY BENEFICIARY OF ANY OF THE TERMS AND PROVISIONS OF THIS
AGREEMENT.
SECTION 6.04.
TERMINATION; SURVIVAL OF OBLIGATIONS.
(A)
THIS AGREEMENT SHALL CREATE AND CONSTITUTE THE CONTINUING
OBLIGATIONS OF THE PARTIES HERETO IN ACCORDANCE WITH ITS TERMS, AND SHALL REMAIN
IN FULL FORCE AND EFFECT UNTIL THE LATER OF (I) THE TERMINATION DATE AND
(II) THE DATE ON WHICH BUYER AND ORIGINATORS ENTER INTO A WRITTEN AGREEMENT
PROVIDING FOR THE TERMINATION OF THEIR RIGHTS AND OBLIGATIONS HEREUNDER..
(B)
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN ANY OTHER
RELATED DOCUMENT, NO TERMINATION OR CANCELLATION (REGARDLESS OF CAUSE OR
PROCEDURE) OF ANY COMMITMENT MADE BY BUYER UNDER THIS AGREEMENT SHALL IN ANY WAY
AFFECT OR IMPAIR THE OBLIGATIONS, DUTIES AND LIABILITIES OF ANY ORIGINATOR OR
THE RIGHTS OF BUYER RELATING TO ANY UNPAID PORTION OF ANY AND ALL RECOURSE AND
INDEMNITY OBLIGATIONS OF SUCH ORIGINATOR TO BUYER, INCLUDING THOSE SET FORTH IN
SECTIONS 4.04, 5.01, 6.12, 6.14 AND 6.15, DUE OR NOT DUE, LIQUIDATED, CONTINGENT
OR UNLIQUIDATED OR ANY TRANSACTION OR EVENT OCCURRING PRIOR TO SUCH TERMINATION,
OR ANY TRANSACTION OR EVENT, THE PERFORMANCE OF WHICH IS REQUIRED AFTER THE
COMMITMENT TERMINATION DATE.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR
IN ANY OTHER RELATED DOCUMENT, ALL UNDERTAKINGS, AGREEMENTS, COVENANTS,
WARRANTIES AND REPRESENTATIONS OF OR BINDING UPON EACH ORIGINATOR, AND ALL
RIGHTS OF
27
Buyer hereunder, all as contained in the Related Documents, shall not terminate
or expire, but rather shall survive any such termination or cancellation and
shall continue in full force and effect until the Termination Date; provided,
that the rights and remedies pursuant to Sections 4.04, the indemnification and
payment provisions of Article V, and the provisions of Sections 4.03(j), 6.03,
6.12, 6.14 and 6.15 shall be continuing and shall survive any termination of
this Agreement.
SECTION 6.05.
COMPLETE AGREEMENT; MODIFICATION OF AGREEMENT.
THIS AGREEMENT
AND THE OTHER RELATED DOCUMENTS CONSTITUTE THE COMPLETE AGREEMENT BETWEEN THE
PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF, SUPERSEDE ALL
PRIOR AGREEMENTS AND UNDERSTANDINGS RELATING TO THE SUBJECT MATTER HEREOF AND
THEREOF, AND MAY NOT BE MODIFIED, ALTERED OR AMENDED EXCEPT AS SET FORTH IN
SECTION 6.06.
SECTION 6.06.
AMENDMENTS AND WAIVERS.
NO AMENDMENT, MODIFICATION, TERMINATION
OR WAIVER OF ANY PROVISION OF THIS AGREEMENT OR ANY OF THE