DOCUMENTS, INCLUDING THE FEES
AND OUT-OF-POCKET EXPENSES INCURRED BY BUYER, (INCLUDING ANY SUCH AMOUNTS OWED
BY BUYER IN CONNECTION WITH ITS FINANCING OF THE TRANSFERS HEREUNDER), FOR
COUNSEL, ADVISORS, CONSULTANTS AND AUDITORS RETAINED IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED HEREBY AND ADVICE IN CONNECTION THEREWITH, AND EACH
ORIGINATOR AGREES, JOINTLY AND SEVERALLY, TO PAY ALL COSTS AND EXPENSES, IF ANY
(INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES BUT EXCLUDING ANY COSTS OF
ENFORCEMENT OR COLLECTION OF THE TRANSFERRED RECEIVABLES), IN CONNECTION WITH
THE ENFORCEMENT OF THIS AGREEMENT AND THE OTHER RELATED DOCUMENTS.
SECTION 6.15.
NONRECOURSE OBLIGATIONS.
NOTWITHSTANDING ANY PROVISION IN ANY
OTHER SECTION OF THIS AGREEMENT TO THE CONTRARY, ANY OBLIGATION OF BUYER TO PAY
ANY AMOUNTS PAYABLE TO THE ORIGINATORS PURSUANT TO THIS AGREEMENT SHALL BE PAID
PURSUANT HERETO ONLY IF THE BUYER HAS EXCESS FUNDS.
IN THE EVENT THAT THE BUYER
DOES NOT HAVE EXCESS FUNDS, THE EXCESS OF THE AMOUNTS DUE HEREUNDER (AND SUBJECT
TO THIS SECTION 6.15) OVER THE AMOUNTS PAID SHALL NOT CONSTITUTE A "CLAIM" UNDER
SECTION 101(5) OF THE BANKRUPTCY CODE AGAINST BUYER UNTIL SUCH TIME AS THE BUYER
HAS EXCESS FUNDS.
ARTICLE VII
SERVICER PROVISIONS
SECTION 7.01.
APPOINTMENT OF THE SERVICER.
BUYER HEREBY APPOINTS THE SERVICER
AS ITS AGENT TO SERVICE THE TRANSFERRED RECEIVABLES AND, IN ACCORDANCE WITH THE
RELATED DOCUMENTS, TO ENFORCE BUYER'S RIGHTS AND INTERESTS IN AND UNDER EACH
TRANSFERRED RECEIVABLE AND CONTRACT THEREFOR AND TO SERVE IN SUCH CAPACITY UNTIL
THE TERMINATION OF ITS RESPONSIBILITIES PURSUANT TO SECTIONS 8.01 OR 9.01.
IN
CONNECTION THEREWITH, THE SERVICER HEREBY ACCEPTS SUCH APPOINTMENT AND AGREES TO
PERFORM THE DUTIES AND OBLIGATIONS SET FORTH HEREIN.
THE SERVICER MAY, WITH THE
PRIOR WRITTEN CONSENT OF THE BUYER, SUBCONTRACT WITH A SUB-SERVICER FOR THE
COLLECTION, SERVICING OR ADMINISTRATION OF THE TRANSFERRED RECEIVABLES;
PROVIDED, THAT (A) THE SERVICER SHALL REMAIN LIABLE FOR THE PERFORMANCE OF THE
DUTIES AND OBLIGATIONS OF SUCH SUB-SERVICER PURSUANT TO THE TERMS HEREOF,
(B) ANY SUB-SERVICING AGREEMENT THAT MAY BE ENTERED INTO AND ANY OTHER
TRANSACTIONS OR SERVICES RELATING TO THE TRANSFERRED RECEIVABLES INVOLVING A
SUB-SERVICER SHALL BE DEEMED TO BE BETWEEN THE SUB-SERVICER AND THE SERVICER
ALONE, AND BUYER SHALL NOT BE DEEMED A PARTY THERETO AND SHALL HAVE NO
OBLIGATIONS, DUTIES OR LIABILITIES WITH RESPECT TO THE SUB-SERVICER AND (C) EACH
SUB-SERVICING AGREEMENT SHALL EXPRESSLY PROVIDE THAT IT SHALL AUTOMATICALLY
TERMINATE UPON THE TERMINATION OF THE SERVICER'S RESPONSIBILITIES HEREUNDER IN
ACCORDANCE WITH THE TERMS HEREOF.
SECTION 7.02.
DUTIES AND RESPONSIBILITIES OF THE SERVICER.
(A)
SUBJECT TO THE PROVISIONS OF THIS AGREEMENT, THE SERVICER SHALL
CONDUCT THE SERVICING, ADMINISTRATION AND COLLECTION OF THE TRANSFERRED
RECEIVABLES AND SHALL TAKE, OR CAUSE TO
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be taken, all actions that (i) may be necessary or advisable to service,
administer and collect each Transferred Receivable from time to time, (ii) the
Servicer would take if the Transferred Receivables were owned by the Servicer,
and (iii) are consistent with the Credit and Collection Policies.
(B)
IN ADDITION TO THE FOREGOING, IN ORDER TO ENSURE THAT THE BUYER