GENERALITY OF THE FOREGOING, SHALL, AT ITS OWN EXPENSE, TIMELY DELIVER (I) ANY
FUNDS TO THE ADMINISTRATIVE AGENT THAT WERE REQUIRED TO BE REMITTED TO THE
ADMINISTRATIVE AGENT FOR DEPOSIT IN THE AGENT ACCOUNT UNDER THE FUNDING
AGREEMENT AND (II) ALL SERVICING RECORDS AND OTHER INFORMATION WITH RESPECT TO
THE TRANSFERRED RECEIVABLES TO THE SUCCESSOR SERVICER AT A PLACE SELECTED BY THE
SUCCESSOR SERVICER.
THE SERVICER SHALL COOPERATE WITH THE SUCCESSOR SERVICER IN
EFFECTING THE TERMINATION OF THE RESPONSIBILITIES AND RIGHTS OF THE PREDECESSOR
SERVICER UNDER THIS AGREEMENT AND SHALL ACCOUNT FOR ALL FUNDS AND SHALL EXECUTE
AND DELIVER SUCH INSTRUMENTS AND DO SUCH OTHER THINGS AS MAY BE REQUIRED TO VEST
AND CONFIRM IN THE SUCCESSOR SERVICER ALL RIGHTS, POWERS, DUTIES,
RESPONSIBILITIES, OBLIGATIONS AND LIABILITIES OF THE SERVICER.
ALL REASONABLE
COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) INCURRED IN CONNECTION
WITH TRANSFERRING ALL FILES AND OTHER DOCUMENTS IN RESPECT OF THE TRANSFERRED
RECEIVABLES TO THE SUCCESSOR SERVICER SHALL BE FOR THE ACCOUNT OF THE
PREDECESSOR SERVICER.
(B)
THE SERVICER SHALL TERMINATE EACH EXISTING SUB-SERVICING AGREEMENT
AND THE SUCCESSOR SERVICER SHALL NOT BE DEEMED TO HAVE ASSUMED ANY OF THE
SERVICER'S INTERESTS THEREIN OR TO HAVE REPLACED THE SERVICER AS A PARTY
THERETO.
(C)
IN THE EVENT THAT THE SERVICER IS TERMINATED AS SERVICER HEREUNDER
BUT NO SUCCESSOR SERVICER HAS BEEN APPOINTED, THE SERVICER SHALL AT THE
DIRECTION OF BUYER WITH THE CONSENT OF THE ADMINISTRATIVE AGENT TIMELY DELIVER
TO THE ADMINISTRATIVE AGENT AS ASSIGNEE OF BUYER OR ITS DESIGNEE, AT A PLACE
DESIGNATED BY THE ADMINISTRATIVE AGENT OR SUCH DESIGNEE, COPIES OF ALL SERVICING
RECORDS AND OTHER INFORMATION WITH RESPECT TO THE TRANSFERRED RECEIVABLES WHICH
OTHERWISE WOULD BE REQUIRED TO BE DELIVERED TO THE SUCCESSOR SERVICER UNDER
SECTION 9.03(A) ABOVE, AND ALL REASONABLE COSTS AND EXPENSES (INCLUDING
REASONABLE ATTORNEYS' FEES) INCURRED IN
43
connection with transferring such files and other documents to the
Administrative Agent shall be for the account of the predecessor Servicer.
SECTION 9.04.
EFFECT OF TERMINATION OR RESIGNATION.
ANY TERMINATION OF OR
RESIGNATION BY THE SERVICER HEREUNDER SHALL NOT AFFECT ANY CLAIMS THAT THE BUYER
OR ITS ASSIGNS MAY HAVE AGAINST THE SERVICER FOR EVENTS OR ACTIONS TAKEN OR NOT
TAKEN BY THE SERVICER ARISING PRIOR TO ANY SUCH TERMINATION OR RESIGNATION.
SECTION 9.05.
POWER OF ATTORNEY.
ON THE CLOSING DATE, THE SERVICER SHALL
EXECUTE AND DELIVER A POWER OF ATTORNEY IN SUBSTANTIALLY IN THE FORM ATTACHED
HERETO AS EXHIBIT 9.05 (A "POWER OF ATTORNEY").
THE POWER OF ATTORNEY IS A
POWER COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THIS AGREEMENT HAS
TERMINATED IN ACCORDANCE WITH ITS TERMS AND ALL OF THE TRANSFERRED RECEIVABLES
HAVE BEEN INDEFEASIBLY PAID OR OTHERWISE WRITTEN OFF AS UNCOLLECTIBLE.
THE
POWERS CONFERRED ON THE BUYER UNDER EACH POWER OF ATTORNEY ARE SOLELY TO PROTECT
THE INTERESTS OF THE BUYER IN THE TRANSFERRED RECEIVABLES AND THE ABILITY OF THE
SUCCESSOR SERVICER TO ASSUME THE SERVICING RIGHTS, POWERS AND RESPONSIBILITIES
OF THE SERVICER HEREUNDER AND SHALL NOT IMPOSE ANY DUTY