ITS DESIGNEES OR ASSIGNEES TO TAKE ANY AND ALL STEPS IN THE SELLER'S NAME
AND ON BEHALF OF THE SELLER THAT THE BUYER AND/OR ITS DESIGNEES OR ASSIGNEES
DETERMINE ARE NECESSARY OR APPROPRIATE TO COLLECT ALL AMOUNTS DUE UNDER ANY AND
ALL SALE ASSETS, INCLUDING INDORSING THE NAME OF EACH OF FAIR, DURHAM AND
COCHRAN, AS APPROPRIATE, ON CHECKS AND OTHER INSTRUMENTS REPRESENTING
COLLECTIONS AND ENFORCING SUCH SALE ASSETS.
(B)
EXCEPT AS SET FORTH IN SECTION 6.4 WITH
RESPECT TO THE RETRANSFER OF CERTAIN RECEIVABLES, THE BUYER SHALL HAVE NO
OBLIGATION TO ACCOUNT FOR OR TO RETURN ANY SALE ASSETS TO THE SELLER.
THE BUYER
SHALL HAVE NO OBLIGATION TO ACCOUNT FOR OR TO RETURN COLLECTIONS, OR ANY
INTEREST OR OTHER FINANCE CHARGE COLLECTED PURSUANT THERETO, TO THE SELLER,
IRRESPECTIVE OF WHETHER SUCH COLLECTIONS AND CHARGES ARE IN EXCESS OF THE
PURCHASE PRICE FOR SUCH SALE ASSETS.
(C)
THE BUYER SHALL HAVE THE UNRESTRICTED RIGHT
TO FURTHER ASSIGN, TRANSFER, DELIVER, HYPOTHECATE, SUBDIVIDE OR OTHERWISE DEAL
WITH THE SALE ASSETS AND ALL OF THE BUYER'S RIGHT, TITLE AND INTEREST IN, TO AND
UNDER THIS AGREEMENT, ON WHATEVER TERMS THE BUYER SHALL DETERMINE.
(D)
THE BUYER SHALL HAVE THE SOLE RIGHT TO RETAIN
ANY GAINS OR PROFITS CREATED BY BUYING, SELLING OR HOLDING THE SALE ASSETS AND
SHALL HAVE THE SOLE RISK OF AND RESPONSIBILITY FOR LOSSES OR DAMAGES CREATED BY
SUCH BUYING, SELLING OR HOLDING.
ARTICLE VIII.
ADMINISTRATION AND SERVICING OF CONTRACTS
Section 8.1.
Designation
of the Servicer.
(A)
INITIAL SERVICER.
THE SERVICING,
ADMINISTERING AND COLLECTION OF THE RECEIVABLES SHALL BE CONDUCTED BY FAIR AS
THE INITIAL SERVICER IN ACCORDANCE WITH THIS SECTION 8.1.
UNTIL THE BUYER GIVES
TO THE SERVICER A SERVICER TERMINATION NOTICE, FAIR IS HEREBY APPOINTED AS, AND
HEREBY ACCEPTS SUCH APPOINTMENT AND AGREES TO PERFORM THE DUTIES AND
RESPONSIBILITIES OF, THE SERVICER PURSUANT TO THE TERMS HEREOF (IN SUCH
CAPACITY, THE "SERVICER").
(B)
SUBCONTRACTS.
THE SERVICER MAY, WITH THE
PRIOR WRITTEN CONSENT OF THE BUYER, SUBCONTRACT WITH ANY OTHER PERSON FOR
SERVICING, ADMINISTERING OR COLLECTING THE RECEIVABLES; PROVIDED THAT THE
SERVICER SHALL REMAIN LIABLE FOR THE PERFORMANCE OF THE DUTIES AND OBLIGATIONS
OF THE SERVICER PURSUANT TO THE TERMS HEREOF WITHOUT REGARD TO ANY
SUBCONTRACTING ARRANGEMENT.
(C)
SERVICING PROGRAMS.
IN THE EVENT THAT THE
INITIAL SERVICER USES ANY SOFTWARE PROGRAM IN SERVICING THE RECEIVABLES THAT IT
LICENSES FROM A THIRD PARTY, THE INITIAL SERVICER SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO OBTAIN, EITHER BEFORE THE CLOSING DATE OR AS SOON AS
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POSSIBLE THEREAFTER, WHATEVER LICENSES OR APPROVALS ARE NECESSARY TO ALLOW THE
INITIAL SERVICER TO ASSIGN SUCH LICENSES TO ANY SUCCESSOR SERVICER APPOINTED AS
PROVIDED IN THIS AGREEMENT.
Section 8.2.
Duties of
the Servicer.
(A)
APPOINTMENT.
THE BUYER HEREBY APPOINTS FAIR
AS SERVICER TO SERVICE THE RECEIVABLES AND ENFORCE THE BUYER'S RIGHTS IN, TO AND
UNDER SUCH RECEIVABLES.
FAIR HEREBY ACCEPTS SUCH APPOINTMENT AND AGREES TO
PERFORM THE DUTIES AND OBLIGATIONS WITH RESPECT THERETO AS SET FORTH HEREIN.
(B)
DUTIES.
THE SERVICER SHALL TAKE OR CAUSE