SERVICING AGREEMENT UNDER SECTION 6.1 ON
DESIGNATION OF A NEW SERVICER PURSUANT TO SECTION 6.1:
(A)
BUYER MAY DIRECT THE OBLIGORS THAT PAYMENT
OF ALL AMOUNTS PAYABLE UNDER ANY RECEIVABLE BE MADE DIRECTLY TO CUSTODIAN OR ITS
DESIGNEE OR IF DIRECTED BY BUYER, TO BUYER OR ITS DESIGNEE.
(B)
CUSTOMER SHALL, AT BUYER'S REQUEST AND AT
CUSTOMER'S EXPENSE, GIVE NOTICE OF BUYER'S OWNERSHIP OF RECEIVABLES TO EACH
OBLIGOR AND DIRECT THAT PAYMENTS BE MADE DIRECTLY TO CUSTODIAN OR ITS DESIGNEE
OR IF DIRECTED BY BUYER, TO BUYER OR ITS DESIGNEE.
(C)
BUYER MAY REQUEST CUSTOMER TO, AND UPON
SUCH REQUEST CUSTOMER SHALL, ASSEMBLE ALL OF THE RECORDS NECESSARY OR DESIRABLE
TO COLLECT THE RECEIVABLES AND THE RELATED SECURITY, AND TRANSFER OR LICENSE THE
USE OF, TO THE NEW SERVICER, ALL SOFTWARE NECESSARY OR DESIRABLE TO COLLECT THE
RECEIVABLES AND THE RELATED SECURITY, AND MAKE THE SAME AVAILABLE TO BUYER OR
ITS DESIGNEE OR CUSTODIAN AT A PLACE SELECTED BY BUYER.
(D)
CUSTOMER HEREBY AUTHORIZES BUYER AND EACH
OTHER PURCHASER REPRESENTATIVE (OR ITS DESIGNEES), UPON THE OCCURRENCE AND
DURING THE CONTINUATION OF A TERMINATION EVENT, TO TAKE ALL STEPS IN CUSTOMER'S
NAME AND ON BEHALF OF CUSTOMER NECESSARY OR DESIRABLE, IN THE DETERMINATION OF
BUYER OR SUCH OTHER PURCHASER REPRESENTATIVE, TO COLLECT ALL AMOUNTS DUE UNDER
ALL RECEIVABLES, INCLUDING, WITHOUT LIMITATION, ENDORSING CUSTOMER'S NAME ON
CHECKS AND OTHER INSTRUMENTS REPRESENTING COLLECTIONS AND ENFORCING SUCH
RECEIVABLES, RELATED SECURITY AND THE RELATED CONTRACTS.
SECTION 6.4.
RESPONSIBILITIES OF CUSTOMER.
ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, CUSTOMER SHALL (I) PERFORM ALL
OF ITS OBLIGATIONS UNDER THE CONTRACTS RELATED TO THE RECEIVABLES TO THE SAME
EXTENT AS IF INTERESTS IN SUCH RECEIVABLES HAD NOT BEEN SOLD HEREUNDER AND THE
EXERCISE BY BUYER OR CUSTODIAN OF THEIR RIGHTS HEREUNDER SHALL NOT RELIEVE
CUSTOMER FROM SUCH OBLIGATIONS, AND (II) PAY WHEN DUE ANY TAXES INCLUDING
WITHOUT LIMITATION, ANY SALES TAXES PAYABLE IN CONNECTION WITH THE RECEIVABLES
AND THEIR CREATION AND SATISFACTION.
NONE OF BUYER NOR ANY PURCHASER
REPRESENTATIVE SHALL HAVE ANY OBLIGATION OR LIABILITY WITH RESPECT TO ANY
RECEIVABLE, RELATED SECURITY OR RELATED CONTRACT, NOR SHALL IT BE OBLIGATED TO
PERFORM ANY OF THE OBLIGATIONS OF CUSTOMER THEREUNDER, IT BEING UNDERSTOOD THAT
THE EXERCISE BY BUYER OR ANY PURCHASER REPRESENTATIVE OF ANY RIGHTS UNDER ANY OF
THE TRANSACTION DOCUMENTS SHALL NOT RELEASE CUSTOMER FROM ANY OF ITS DUTIES OR
OBLIGATIONS UNDER THE CONTRACTS, OR ANY OTHER CONTRACTS AND AGREEMENTS.
59
ARTICLE VII
TERMINATION EVENTS
SECTION 7.1.
TERMINATION EVENTS.
THE
OCCURRENCE OF ANY ONE OR MORE OF THE FOLLOWING EVENTS SHALL CONSTITUTE A
"TERMINATION EVENT:"
(A)
CUSTOMER SHALL FAIL TO MAKE ANY PAYMENT OR
DEPOSIT TO BE MADE BY IT HEREUNDER WHEN DUE (INCLUDING PURSUANT TO SECTIONS
2.2(H), 2.4(D) AND 2.9(C) HEREOF) OR UNDER ANY TRANSACTION DOCUMENT WHEN DUE; OR
(B)
(I) CUSTOMER SHALL WAIVE ANY SERVICER
DEFAULT WITHOUT THE PRIOR CONSENT OF BUYER, OR (II) NO REPLACEMENT SERVICER HAS
BEEN APPOINTED BY CUSTOMER (WITH THE PRIOR CONSENT OF BUYER, WHICH CONSENT SHALL
NOT BE UNREASONABLY WITHHELD OR