OWNERSHIP NOR SHALL ANY ORIGINATOR
CLAIM ANY OWNERSHIP INTEREST IN SUCH TRANSFERRED RECEIVABLES.
(F)
SERVICING OF RECEIVABLES.
SO LONG AS NO
EVENT OF SERVICER TERMINATION SHALL HAVE OCCURRED AND BE CONTINUING AND NO
SUCCESSOR SERVICER HAS ASSUMED THE RESPONSIBILITIES AND OBLIGATIONS OF THE
SERVICER PURSUANT TO SECTION 9.02, THE SERVICER SHALL (I) CONDUCT THE SERVICING,
ADMINISTRATION AND COLLECTION OF THE TRANSFERRED RECEIVABLES AND SHALL TAKE, OR
CAUSE TO BE TAKEN, ALL SUCH ACTIONS AS MAY BE NECESSARY OR ADVISABLE TO SERVICE,
ADMINISTER AND COLLECT THE TRANSFERRED RECEIVABLES, ALL IN ACCORDANCE WITH
(A) THE TERMS OF THIS AGREEMENT, (B) CUSTOMARY AND PRUDENT SERVICING PROCEDURES
FOR TRADE RECEIVABLES OF A SIMILAR TYPE AND (C) ALL APPLICABLE LAWS, RULES AND
REGULATIONS, AND (II) HOLD ALL CONTRACTS AND OTHER DOCUMENTS AND INCIDENTS
RELATING TO THE TRANSFERRED RECEIVABLES IN TRUST FOR THE BENEFIT OF BUYER, AS
THE OWNER THEREOF, AND FOR THE SOLE PURPOSE OF FACILITATING THE SERVICING OF THE
TRANSFERRED RECEIVABLES IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
BUYER
HEREBY INSTRUCTS THE SERVICER, AND THE SERVICER HEREBY ACKNOWLEDGES, THAT THE
SERVICER SHALL HOLD ALL CONTRACTS AND OTHER DOCUMENTS RELATING TO SUCH
TRANSFERRED RECEIVABLES IN TRUST FOR THE BENEFIT OF THE BUYER AND THE SERVICER'S
RETENTION AND POSSESSION OF SUCH CONTRACTS AND DOCUMENTS SHALL AT ALL TIMES BE
SOLELY IN A CUSTODIAL CAPACITY FOR THE BENEFIT OF THE BUYER AND ITS ASSIGNS AND
PLEDGEES.
SECTION 2.02.
GRANT OF SECURITY INTEREST.
THE PARTIES HERETO INTEND THAT EACH
TRANSFER SHALL BE ABSOLUTE AND SHALL CONSTITUTE A PURCHASE AND SALE OR CAPITAL
CONTRIBUTION, AS APPLICABLE, AND NOT A LOAN.
NOTWITHSTANDING THE FOREGOING, IN
ADDITION TO AND NOT IN DEROGATION OF ANY RIGHTS NOW OR HEREAFTER ACQUIRED BY
BUYER UNDER SECTION 2.01 HEREOF, THE PARTIES HERETO INTEND THAT THIS AGREEMENT
SHALL CONSTITUTE A SECURITY AGREEMENT UNDER APPLICABLE LAW AND IF A COURT OF
COMPETENT JURISDICTION DETERMINES THAT ANY TRANSACTION PROVIDED FOR HEREIN
CONSTITUTES A LOAN AND NOT A SALE OR CAPITAL CONTRIBUTION, AS APPLICABLE, THAT
EACH ORIGINATOR SHALL BE DEEMED TO HAVE GRANTED, AND EACH ORIGINATOR DOES HEREBY
GRANT, TO BUYER A CONTINUING SECURITY INTEREST IN ALL OF SUCH ORIGINATOR'S
RIGHT, TITLE AND INTEREST IN, TO AND UNDER THE RECEIVABLES WHETHER NOW OWNED OR
HEREAFTER ACQUIRED BY SUCH ORIGINATOR TO SECURE THE OBLIGATIONS OF SUCH
ORIGINATOR TO BUYER HEREUNDER (INCLUDING, IF AND TO THE EXTENT THAT ANY TRANSFER
IS RECHARACTERIZED AS A TRANSFER FOR SECURITY UNDER APPLICABLE LAW, THE
OBLIGATION TO TRANSFER OWNERSHIP OF THE RECEIVABLES HEREUNDER).
SECTION 2.03.
ORIGINATOR SUPPORT AGREEMENT.
THE PARENT HEREBY AGREES THAT IN
THE EVENT THAT ANY OF ITS AFFILIATES BECOME PARTIES TO THIS AGREEMENT AS
ORIGINATORS, THE PARENT SHALL UNDERTAKE AND AGREE, TO AND FOR THE BENEFIT OF
BUYER, TO CAUSE THE DUE AND PUNCTUAL PERFORMANCE
3
AND OBSERVANCE BY EACH SUCH ORIGINATOR OF ALL OF THE TERMS, CONDITIONS,
AGREEMENTS AND UNDERTAKINGS ON THE PART OF SUCH ORIGINATOR TO BE PERFORMED OR
OBSERVED BY IT HEREUNDER OR UNDER ANY OTHER RELATED DOCUMENT AND, IN CONNECTION
THEREWITH, SHALL EXECUTE AND DELIVER TO