12.3 AND THE ORDER OF PRIORITY OF ANY SUCH
TERMINATION OR ASSIGNMENT AMONG TERMINATING FINANCIAL INSTITUTIONS SHALL BE MADE
BY COMPANY IN ITS SOLE AND ABSOLUTE DISCRETION.
(B)
UPON ANY ASSIGNMENT TO A TERMINATING FINANCIAL INSTITUTION AS
PROVIDED IN THIS SECTION 12.3, ANY REMAINING COMMITMENT OF SUCH TERMINATING
FINANCIAL INSTITUTION SHALL AUTOMATICALLY TERMINATE.
UPON REDUCTION TO ZERO OF
THE CAPITAL OF ALL OF THE PURCHASER INTERESTS OF A TERMINATING FINANCIAL
INSTITUTION (AFTER APPLICATION OF COLLECTIONS THERETO PURSUANT TO SECTIONS 2.2
AND 2.3) ALL RIGHTS AND OBLIGATIONS OF SUCH TERMINATING FINANCIAL INSTITUTION
HEREUNDER SHALL BE TERMINATED AND SUCH TERMINATING FINANCIAL INSTITUTION SHALL
NO LONGER BE A "FINANCIAL INSTITUTION" HEREUNDER; PROVIDED, HOWEVER, THAT THE
PROVISIONS OF ARTICLE X SHALL CONTINUE IN EFFECT FOR ITS BENEFIT WITH RESPECT TO
PURCHASER INTERESTS HELD BY SUCH TERMINATING FINANCIAL INSTITUTION PRIOR TO ITS
TERMINATION AS A FINANCIAL INSTITUTION.
39
ARTICLE XIII
[RESERVED]
ARTICLE XIV
MISCELLANEOUS
SECTION 14.1
WAIVERS AND AMENDMENTS.
(A)
NO FAILURE OR DELAY ON THE PART OF THE AGENT OR ANY PURCHASER IN
EXERCISING ANY POWER, RIGHT OR REMEDY UNDER THIS AGREEMENT SHALL OPERATE AS A
WAIVER THEREOF, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY SUCH POWER,
RIGHT OR REMEDY PRECLUDE ANY OTHER FURTHER EXERCISE THEREOF OR THE EXERCISE OF
ANY OTHER POWER, RIGHT OR REMEDY.
THE RIGHTS AND REMEDIES HEREIN PROVIDED SHALL
BE CUMULATIVE AND NONEXCLUSIVE OF ANY RIGHTS OR REMEDIES PROVIDED BY LAW.
ANY
WAIVER OF THIS AGREEMENT SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND
FOR THE SPECIFIC PURPOSE FOR WHICH GIVEN.
(B)
NO PROVISION OF THIS AGREEMENT MAY BE AMENDED, SUPPLEMENTED,
MODIFIED OR WAIVED EXCEPT IN WRITING IN ACCORDANCE WITH THE PROVISIONS OF THIS
SECTION 14.1(B).
COMPANY, SELLER AND THE AGENT, AT THE DIRECTION OF THE
REQUIRED FINANCIAL INSTITUTIONS, MAY ENTER INTO WRITTEN MODIFICATIONS OR WAIVERS
OF ANY PROVISIONS OF THIS AGREEMENT, PROVIDED, HOWEVER, THAT NO SUCH
MODIFICATION OR WAIVER SHALL:
(I)
WITHOUT THE CONSENT OF EACH AFFECTED PURCHASER, (A) EXTEND THE
LIQUIDITY TERMINATION DATE OR THE DATE OF ANY PAYMENT OR DEPOSIT OF COLLECTIONS
BY SELLER OR THE SERVICER, (B) REDUCE THE RATE OR EXTEND THE TIME OF PAYMENT OF
YIELD OR ANY CP COSTS (OR ANY COMPONENT OF YIELD OR CP COSTS), (C) REDUCE ANY
FEE PAYABLE TO THE AGENT FOR THE BENEFIT OF THE PURCHASERS, (D) EXCEPT PURSUANT
TO ARTICLE XII HEREOF, CHANGE THE AMOUNT OF THE CAPITAL OF ANY PURCHASER, ANY
FINANCIAL INSTITUTION'S PRO RATA SHARE (EXCEPT AS MAY BE REQUIRED PURSUANT TO A
LIQUIDITY AGREEMENT) OR ANY FINANCIAL INSTITUTION'S COMMITMENT, (E) AMEND,
MODIFY OR WAIVE ANY PROVISION OF THE DEFINITION OF REQUIRED FINANCIAL
INSTITUTIONS OR THIS SECTION 14.1(B) OR (F) AMEND OR MODIFY ANY DEFINED TERM (OR
ANY DEFINED TERM USED DIRECTLY OR INDIRECTLY IN SUCH DEFINED TERM) USED IN
CLAUSES (A) THROUGH (E) ABOVE IN A MANNER THAT WOULD CIRCUMVENT THE INTENTION OF
THE RESTRICTIONS SET FORTH IN SUCH CLAUSES; OR
(II)
WITHOUT THE WRITTEN CONSENT OF THE THEN AGENT, AMEND, MODIFY OR
WAIVE ANY PROVISION OF THIS AGREEMENT IF