AND COLLECTION THAT IT
MAY DEEM NECESSARY OR DESIRABLE AS LONG AS SUCH THINGS WILL NOT RESULT OR CAUSE
THE ISSUER TO BE TREATED, FOR UNITED STATES FEDERAL INCOME TAX PURPOSES, AS AN
ASSOCIATION (OR A PUBLICLY TRADED PARTNERSHIP) TAXABLE AS A CORPORATION OR AS
OTHER THAN A FIXED INVESTMENT TRUST DESCRIBED IN TREASURY REGULATION SECTION
301.7701-4(C) THAT IS TREATED AS A GRANTOR TRUST UNDER SUBPART E, PART I OF
SUBCHAPTER J OF THE CODE. THE SERVICER IS HEREBY AUTHORIZED AND EMPOWERED TO
EXECUTE AND DELIVER, ON BEHALF OF ITSELF, THE ISSUER, THE OWNER TRUSTEE, THE
INDENTURE TRUSTEE, THE NOTEHOLDERS, THE CERTIFICATEHOLDERS, OR ANY OF THEM, ANY
AND ALL INSTRUMENTS OF SATISFACTION OR CANCELLATION, OR PARTIAL OR FULL RELEASE
OR DISCHARGE, AND ALL OTHER COMPARABLE INSTRUMENTS, WITH RESPECT TO SUCH
RECEIVABLES OR TO THE FINANCED VEHICLES SECURING SUCH RECEIVABLES. THE SERVICER
IS HEREBY AUTHORIZED TO COMMENCE, IN ITS OWN NAME OR IN THE NAME OF THE ISSUER,
A PROCEEDING TO ENFORCE A RECEIVABLE OR AN INSURANCE POLICY OR TO COMMENCE OR
PARTICIPATE IN ANY OTHER PROCEEDING (INCLUDING A BANKRUPTCY PROCEEDING) RELATING
TO OR INVOLVING A RECEIVABLE, AN OBLIGOR, A FINANCED VEHICLE OR AN INSURANCE
POLICY. IF THE SERVICER COMMENCES A PROCEEDING TO ENFORCE A RECEIVABLE, THE
ISSUER WILL THEREUPON BE DEEMED TO HAVE AUTOMATICALLY ASSIGNED SUCH RECEIVABLE
OR ITS RIGHTS UNDER SUCH INSURANCE POLICY TO THE SERVICER SOLELY FOR PURPOSES OF
4
COMMENCING OR PARTICIPATING IN ANY SUCH PROCEEDING AS A PARTY OR CLAIMANT, AND
THE SERVICER IS AUTHORIZED AND EMPOWERED BY THE ISSUER TO EXECUTE AND DELIVER IN
THE SERVICER'S NAME ANY NOTICES, DEMANDS, CLAIMS, COMPLAINTS, RESPONSES,
AFFIDAVITS OR OTHER DOCUMENTS OR INSTRUMENTS IN CONNECTION WITH ANY SUCH
PROCEEDING. IF IN ANY PROCEEDING IT IS HELD THAT THE SERVICER MAY NOT ENFORCE A
RECEIVABLE OR INSURANCE POLICY ON THE GROUND THAT IT IS NOT A REAL PARTY IN
INTEREST OR A HOLDER ENTITLED TO ENFORCE THE RECEIVABLE OR INSURANCE POLICY, THE
ISSUER WILL, AT THE SERVICER'S EXPENSE AND DIRECTION, TAKE STEPS TO ENFORCE THE
RECEIVABLE OR INSURANCE POLICY, INCLUDING BRINGING SUIT IN ITS NAME OR THE NAME
OF THE INDENTURE TRUSTEE. THE ISSUER WILL FURNISH THE SERVICER WITH ANY POWERS
OF ATTORNEY AND OTHER DOCUMENTS REASONABLY NECESSARY OR APPROPRIATE TO ENABLE
THE SERVICER TO CARRY OUT ITS SERVICING AND ADMINISTRATIVE DUTIES HEREUNDER. THE
SERVICER, AT ITS EXPENSE, WILL OBTAIN ON BEHALF OF THE ISSUER ALL LICENSES, IF
ANY, REASONABLY REQUESTED BY THE SELLER TO BE HELD BY THE ISSUER IN CONNECTION
WITH OWNERSHIP OF THE RECEIVABLES, AND WILL MAKE ALL FILINGS AND PAY ALL FEES AS
MAY BE REQUIRED IN CONNECTION THEREWITH DURING THE TERM HEREOF.
(C)
THE SERVICER HEREBY AGREES THAT UPON ITS RESIGNATION AND THE APPOINTMENT
OF A SUCCESSOR SERVICER HEREUNDER, THE SERVICER WILL TERMINATE ITS ACTIVITIES AS
SERVICER HEREUNDER IN ACCORDANCE WITH SECTION 6.1, AND, IN ANY CASE, IN A MANNER
WHICH THE SUCCESSOR SERVICER REASONABLY DETERMINES WILL FACILITATE THE
TRANSITION OF THE PERFORMANCE OF SUCH ACTIVITIES TO SUCH SUCCESSOR SERVICER, AND
THE SERVICER SHALL