the basis of a 360-day year).
SECTION 7.07.
REINSTATEMENT.
This Guaranty shall continue to be effective or be reinstated, as the case may
be, and the rights of the Company and the Trustee shall continue, if at any time
performance of the General Obligations is discontinued by the Servicer Guarantor
upon an event of bankruptcy, dissolution, liquidation or reorganization of the
Company, the Trustee, the Servicer Guarantor, any other guarantor or any other
Person or upon or as a result of the appointment of a receiver, intervener or
conservator of, or trustee or similar officer for the foregoing, or any
substantial part of their respective property, or they become otherwise
insolvent.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
SECTION 8.01.
AMENDMENT.
This Agreement may only be amended, supplemented or otherwise modified from time
to time if such amendment, supplement or modification is effected in accordance
with the provisions of Section 10.01 of the Pooling Agreement and any applicable
provision of a Supplement with respect to a Series.
SECTION 8.02.
TERMINATION.
(A)
THE RESPECTIVE OBLIGATIONS AND
RESPONSIBILITIES OF THE PARTIES HERETO SHALL TERMINATE ON THE TRUST TERMINATION
DATE (UNLESS SUCH OBLIGATIONS OR RESPONSIBILITIES ARE EXPRESSLY STATED TO
SURVIVE THE TERMINATION OF THIS AGREEMENT).
(B)
ALL AUTHORITY AND POWER GRANTED TO THE
MASTER SERVICER UNDER ANY POOLING OR SERVICING AGREEMENT SHALL AUTOMATICALLY
CEASE AND TERMINATE ON THE TRUST TERMINATION DATE, AND SHALL PASS TO AND BE
VESTED IN THE COMPANY AND THE COMPANY IS HEREBY AUTHORIZED AND EMPOWERED TO
EXECUTE AND DELIVER, ON BEHALF OF THE MASTER SERVICER AS ATTORNEY-IN-FACT OR
OTHERWISE, ALL DOCUMENTS AND OTHER INSTRUMENTS, AND TO DO AND ACCOMPLISH ALL
OTHER ACTS OR THINGS NECESSARY OR APPROPRIATE TO EFFECT THE PURPOSES OF SUCH
TRANSFER OF RIGHTS FROM AND AFTER THE TRUST TERMINATION DATE. THE MASTER
SERVICER SHALL COOPERATE WITH THE COMPANY IN EFFECTING THE TERMINATION OF ITS
RESPONSIBILITIES AND RIGHTS TO CONDUCT SERVICING OF THE RECEIVABLES ON THEIR
RESPECTIVE BEHALF. THE MASTER SERVICER SHALL TRANSFER ALL OF ITS RECORDS
RELATING TO THE RECEIVABLES TO THE COMPANY IN SUCH FORM AS THE COMPANY MAY
REASONABLY REQUEST AND SHALL TRANSFER ALL OTHER RECORDS, CORRESPONDENCE AND
DOCUMENTS TO THE COMPANY IN THE MANNER AND AT SUCH TIMES AS THE COMPANY WILL
REASONABLY REQUEST. TO THE EXTENT THAT COMPLIANCE WITH THIS SECTION 8.02(B)
SHALL REQUIRE THE MASTER SERVICER TO DISCLOSE TO THE COMPANY INFORMATION OF ANY
KIND THAT THE MASTER
35
SERVICER DEEMS TO BE CONFIDENTIAL, THE COMPANY WILL BE REQUIRED TO ENTER INTO
SUCH CUSTOMARY LICENSING AND CONFIDENTIALITY AGREEMENTS AS THE MASTER SERVICER
SHALL REASONABLY DEEM NECESSARY TO PROTECT ITS INTERESTS.
SECTION 8.03.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ANY CONFLICTS OF LAWS PRINCIPLES
(OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
SECTION 8.04.
WAIVER
OF TRIAL BY JURY AND SUBMISSION TO JURISDICTION.
(A)
THE PARTIES HERETO EACH WAIVE THEIR
RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF