and in any such event, the Buyer may, by delivery of a Servicer
Termination Notice to the Servicer, terminate the servicing responsibilities of
the Servicer hereunder, without demand, protest or further notice of any kind,
all of which are hereby waived by the Servicer.
Upon the delivery of any such
notice, all authority and power of the Servicer under this Agreement shall pass
to and be vested in the Successor Servicer acting pursuant to Section 9.02;
provided, that notwithstanding anything to the contrary herein, the Servicer
agrees to continue to follow the procedures set forth in Section 7.02 with
respect to Collections on the Transferred Receivables until a Successor Servicer
has assumed the responsibilities and obligations of the Servicer in accordance
with Section 9.02.
ARTICLE IX
SUCCESSOR SERVICER PROVISIONS
SECTION 9.01.
SERVICER NOT TO RESIGN.
THE SERVICER SHALL NOT RESIGN FROM THE
OBLIGATIONS AND DUTIES HEREBY IMPOSED ON IT EXCEPT UPON A DETERMINATION THAT
(A) THE PERFORMANCE OF ITS DUTIES HEREUNDER HAS BECOME IMPERMISSIBLE UNDER
APPLICABLE LAW OR REGULATION AND (B) THERE IS NO REASONABLE ACTION THAT THE
SERVICER COULD TAKE TO MAKE THE PERFORMANCE OF ITS DUTIES HEREUNDER BECOME
PERMISSIBLE UNDER APPLICABLE LAW.
ANY SUCH DETERMINATION SHALL (I) WITH RESPECT
TO CLAUSE (A) ABOVE, BE EVIDENCED BY AN OPINION OF COUNSEL TO SUCH EFFECT AND
(II) WITH RESPECT TO CLAUSE (B) ABOVE, BE EVIDENCED BY AN OFFICER'S CERTIFICATE
TO SUCH EFFECT, IN EACH CASE DELIVERED
42
to the Administrative Agent.
No such resignation shall become effective until a
Successor Servicer shall have assumed the responsibilities and obligations of
the Servicer in accordance with Section 9.02.
SECTION 9.02.
APPOINTMENT OF THE SUCCESSOR SERVICER.
IN CONNECTION WITH THE
TERMINATION OF THE SERVICER'S RESPONSIBILITIES OR THE RESIGNATION BY THE
SERVICER UNDER THIS AGREEMENT PURSUANT TO SECTIONS 8.01 OR 9.01, THE BUYER MAY
AT ANY TIME APPOINT A SUCCESSOR SERVICER TO THE SERVICER THAT SHALL BE
ACCEPTABLE TO THE ADMINISTRATIVE AGENT AND SHALL SUCCEED TO ALL RIGHTS AND
ASSUME ALL OF THE RESPONSIBILITIES, DUTIES AND LIABILITIES OF THE SERVICER UNDER
THIS AGREEMENT (THE ADMINISTRATIVE AGENT, IN SUCH CAPACITY, OR SUCH SUCCESSOR
SERVICER BEING REFERRED TO AS THE "SUCCESSOR SERVICER"); PROVIDED, THAT THE
SUCCESSOR SERVICER SHALL HAVE NO RESPONSIBILITY FOR ANY ACTIONS OF THE SERVICER
PRIOR TO THE DATE OF ITS APPOINTMENT OR ASSUMPTION OF DUTIES AS SUCCESSOR
SERVICER.
IN SELECTING A SUCCESSOR SERVICER, THE BUYER MAY (BUT SHALL NOT BE
REQUIRED TO) OBTAIN BIDS FROM ANY POTENTIAL SUCCESSOR SERVICER AND MAY AGREE TO
ANY BID IT DEEMS APPROPRIATE.
THE SUCCESSOR SERVICER SHALL ACCEPT ITS
APPOINTMENT BY EXECUTING, ACKNOWLEDGING AND DELIVERING TO THE BUYER AN
INSTRUMENT IN FORM AND SUBSTANCE ACCEPTABLE TO THE BUYER.
SECTION 9.03.
DUTIES OF THE SERVICER.
THE SERVICER COVENANTS AND AGREES THAT,
FOLLOWING THE APPOINTMENT OF, OR ASSUMPTION OF DUTIES BY, A SUCCESSOR SERVICER:
(A)
THE SERVICER SHALL TERMINATE ITS ACTIVITIES AS SERVICER HEREUNDER
IN A MANNER THAT FACILITATES THE TRANSFER OF SERVICING DUTIES TO THE SUCCESSOR
SERVICER AND IS OTHERWISE ACCEPTABLE TO THE BUYER AND, WITHOUT LIMITING THE