UPON THE TERMINATION OF SUCH PERIOD, PURCHASERS SHALL PERFORM ALL OF
THE DUTIES OF THE RESIGNING MANAGING AGENT HEREUNDER AND UNDER THE OTHER
FACILITY DOCUMENTS.
AFTER THE EFFECTIVENESS OF ANY RETIRING MANAGING AGENT'S
RESIGNATION HEREUNDER, THE RETIRING MANAGING AGENT SHALL BE DISCHARGED FROM ITS
DUTIES AND OBLIGATIONS HEREUNDER AND UNDER THE OTHER TRANSACTION DOCUMENTS AND
THE PROVISIONS OF THIS ARTICLE IX AND ARTICLE VIII SHALL CONTINUE IN EFFECT FOR
ITS BENEFIT WITH RESPECT TO ANY ACTIONS TAKEN OR OMITTED TO BE TAKEN BY IT WHILE
IT WAS A MANAGING AGENT UNDER THIS RECEIVABLES PURCHASE AGREEMENT AND UNDER THE
OTHER FACILITY DOCUMENTS.
ARTICLE X
ASSIGNMENTS BY TRIPLE-A AND CAPMAC
SECTION 10.01.
ASSIGNMENT BY TRIPLE-A TO MERRILL.
(A) TRIPLE-A HEREBY SELLS,
TRANSFERS, SETS OVER, GRANTS, ASSIGNS AND OTHERWISE CONVEYS TO MERRILL, AND
MERRILL HEREBY ACCEPTS AND ASSUMES, IN EACH CASE, WITHOUT RECOURSE OR
REPRESENTATION OR WARRANTY OF ANY KIND (EXCEPT AS SET FORTH BELOW IN THIS
SECTION 10.01) FROM TRIPLE-A, EFFECTIVE AS OF THE DATE HEREOF, A 331/3%
UNDIVIDED INTEREST (THE "ASSIGNED PORTION") IN ALL OF TRIPLE-A'S OUTSTANDING
CAPITAL, THE PURCHASED ASSETS, TRIPLE-A'S RIGHTS, TITLE, INTERESTS AND
OBLIGATIONS UNDER THE SECOND AMENDED AND RESTATED LRPA (AS DEFINED IN THE
RECITALS TO THIS RECEIVABLES PURCHASE AGREEMENT), THE SALE AGREEMENT, THE
INSURANCE AGREEMENT, THE POLICIES, THE CUSTODIAL AGREEMENT AND THE ING PURCHASE
AGREEMENT, IN EACH CASE AS SUCH RIGHTS, TITLE, INTERESTS AND OBLIGATIONS EXIST
IMMEDIATELY PRIOR TO THE EFFECTIVENESS OF THIS THIRD AMENDED AND RESTATED LEASE
RECEIVABLES PURCHASE AGREEMENT.
46
(B)
CONCURRENTLY WITH THE EXECUTION OF THIS
RECEIVABLES PURCHASE AGREEMENT, TRIPLE-A HEREBY REPRESENTS AND WARRANTS THAT THE
ASSIGNED PORTION TO BE SOLD HEREBY IS OWNED BY TRIPLE-A FREE AND CLEAR OF ANY
LIENS, CLAIMS OR ENCUMBRANCES CREATED BY OR THROUGH TRIPLE-A (OTHER THAN ANY
LIENS CREATED UNDER THAT CERTAIN AMENDED AND RESTATED LIQUIDITY SECURITY
AGREEMENT DATED AS OF JUNE 19, 2003, AS AMENDED FROM TIME TO TIME, BY AND AMONG
TRIPLE-A, CAPMAC, MBIA, BANCO SANTANDER CENTRAL HISPANO, S.A., AND NAB, WHICH
LIENS SHALL BE RELEASED CONCURRENTLY HEREWITH AS SET FORTH THEREIN) AND THAT
TRIPLE-A HAS THE CORPORATE POWER AND AUTHORITY TO TRANSFER THE ASSIGNED PORTION
TO MERRILL HEREUNDER.
EXCEPT AS OTHERWISE SET FORTH IN THE FOREGOING SENTENCE,
OR AS OTHERWISE AGREED IN WRITING BY TRIPLE-A, TRIPLE-A MAKES NO REPRESENTATION
OR WARRANTY AND ASSUMES NO RESPONSIBILITY WITH RESPECT TO, INCLUDING, WITHOUT
LIMITATION, (I) ANY STATEMENTS, REPRESENTATIONS OR WARRANTIES MADE IN OR IN
CONNECTION WITH THIS RECEIVABLES PURCHASE AGREEMENT OR ANY OTHER FACILITY
DOCUMENT OR THE EXECUTION, LEGALITY, VALIDITY, ENFORCEABILITY, GENUINENESS,
SUFFICIENCY OR VALUE OF THIS RECEIVABLES PURCHASE AGREEMENT OR ANY OTHER
FACILITY DOCUMENT OR THE CONDITION OR VALUE OF THE PURCHASED ASSETS OR THE
CREATION, PERFECTION OR PRIORITY OF ANY INTEREST THEREIN CREATED UNDER THE
FACILITY DOCUMENTS, OR (II) THE BUSINESS CONDITION (FINANCIAL OR OTHERWISE),
OPERATIONS, PROPERTIES OR PROSPECTS OF THE ORIGINATOR, THE SELLER, THE SERVICER
OR ANY AFFILIATE OF ANY THEREOF OR THE PERFORMANCE OR OBSERVANCE BY ANY PARTY OF
ANY OF ITS OBLIGATIONS UNDER ANY FACILITY DOCUMENT.
(C)
MERRILL HEREBY (I) CONFIRMS