RELEASED TO THE INDENTURE TRUSTEE OR THE INDENTURE TRUSTEE'S AGENT OR DESIGNEE
PURSUANT TO SECTION 2.1(D).
(G)
EFFECTIVE PERIOD AND TERMINATION. THE SERVICER'S APPOINTMENT AS CUSTODIAN
WILL BECOME EFFECTIVE AS OF THE CUT‐OFF DATE AND WILL CONTINUE IN FULL FORCE AND
EFFECT UNTIL TERMINATED PURSUANT TO THIS SECTION. IF THE BANK RESIGNS AS
SERVICER IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT OR IF ALL OF THE
RIGHTS AND OBLIGATIONS OF THE SERVICER HAVE BEEN TERMINATED UNDER SECTION 6.1,
THE APPOINTMENT OF THE SERVICER AS CUSTODIAN HEREUNDER MAY BE TERMINATED BY THE
INDENTURE TRUSTEE, OR BY THE NOTEHOLDERS EVIDENCING NOT LESS THAN A MAJORITY OF
THE OUTSTANDING NOTE BALANCE OF THE CONTROLLING CLASS (OR, IF THE NOTES ARE NO
LONGER OUTSTANDING, BY THE MAJORITY CERTIFICATEHOLDERS), IN THE SAME MANNER AS
THE RELEVANT TRUSTEE OR SUCH NOTEHOLDERS (OR CERTIFICATEHOLDERS) MAY TERMINATE
THE RIGHTS AND OBLIGATIONS OF THE SERVICER UNDER SECTION 6.1. AS SOON AS
PRACTICABLE AFTER ANY TERMINATION OF SUCH APPOINTMENT, THE SERVICER WILL DELIVER
TO THE SUCCESSOR CUSTODIAN THE RECEIVABLE FILES AND THE RELATED ACCOUNTS AND
RECORDS MAINTAINED BY
3
THE SERVICER AT SUCH PLACE OR PLACES AS THE SUCCESSOR CUSTODIAN MAY REASONABLY
DESIGNATE. NO SUCH TERMINATION OR RESIGNATION SHALL BE GIVEN EFFECT UNTIL A
SUCCESSOR CUSTODIAN HAS ASSUMED THE DUTIES AS CUSTODIAN HEREUNDER AND IN THE
TRANSACTION DOCUMENTS.
ARTICLE III
ADMINISTRATION AND SERVICING OF
RECEIVABLES AND TRUST PROPERTY
SECTION 3.1
Duties of Servicer.
(A)
THE SERVICER IS HEREBY APPOINTED BY THE ISSUER AND AUTHORIZED TO ACT AS
AGENT FOR THE ISSUER AND IN SUCH CAPACITY SHALL MANAGE, SERVICE, ADMINISTER AND
MAKE COLLECTIONS ON THE RECEIVABLES IN ACCORDANCE WITH ITS CUSTOMARY SERVICING
PRACTICES, SUBJECT TO THE PROVISIONS HEREIN, USING THE DEGREE OF SKILL AND
ATTENTION THAT THE SERVICER EXERCISES WITH RESPECT TO ALL COMPARABLE MOTOR
VEHICLE RECEIVABLES THAT IT SERVICES FOR ITSELF OR OTHERS. THE SERVICER'S DUTIES
WILL INCLUDE COLLECTION AND POSTING OF ALL PAYMENTS, RESPONDING TO INQUIRIES OF
OBLIGORS ON SUCH RECEIVABLES, INVESTIGATING DELINQUENCIES, SENDING INVOICES OR
PAYMENT COUPONS TO OBLIGORS, REPORTING ANY REQUIRED TAX INFORMATION TO OBLIGORS,
ACCOUNTING FOR COLLECTIONS AND FURNISHING MONTHLY AND ANNUAL STATEMENTS TO THE
INDENTURE TRUSTEE WITH RESPECT TO DISTRIBUTIONS. THE SERVICER IS NOT REQUIRED
UNDER THE TRANSACTION DOCUMENTS TO MAKE ANY DISBURSEMENTS VIA WIRE TRANSFER OR
OTHERWISE ON BEHALF OF AN OBLIGOR. THERE ARE NO REQUIREMENTS UNDER THE
RECEIVABLES OR THE TRANSACTION DOCUMENTS FOR FUNDS TO BE, AND FUNDS SHALL NOT
BE, HELD IN TRUST FOR AN OBLIGOR. NO PAYMENT OR DISBURSEMENTS SHALL BE MADE BY
THE SERVICER ON BEHALF OF THE OBLIGOR. THE SERVICER HEREBY ACCEPTS SUCH
APPOINTMENT AND AUTHORIZATION AND AGREES TO PERFORM THE DUTIES OF SERVICER WITH
RESPECT TO THE RECEIVABLES SET FORTH HEREIN.
(B)
SUBJECT TO THE PROVISIONS OF SECTION 3.2 AND ANY OTHER PROVISION IN THIS
AGREEMENT RESTRICTING THE SERVICER OR SPECIFYING OBLIGATIONS DIFFERENT FROM THE
CUSTOMARY SERVICING PRACTICES, THE SERVICER WILL FOLLOW ITS CUSTOMARY SERVICING
PRACTICES AND WILL HAVE FULL POWER AND AUTHORITY TO DO ANY AND ALL THINGS IN
CONNECTION WITH SUCH MANAGING, SERVICING, ADMINISTRATION