AGREEMENT AND TO PURCHASE
SUCH INTEREST; (IV) SUCH ASSIGNEE WILL, INDEPENDENTLY AND WITHOUT RELIANCE UPON
THE AGENT OR ANY CLASS AGENT, OR ANY OF THEIR RESPECTIVE AFFILIATES, OR THE
ASSIGNOR AND BASED ON SUCH AGREEMENTS, DOCUMENTS AND INFORMATION AS IT SHALL
DEEM APPROPRIATE AT THE TIME, CONTINUE TO MAKE ITS OWN CREDIT DECISIONS IN
TAKING OR NOT TAKING ACTION UNDER THIS AGREEMENT AND THE OTHER TRANSACTION
DOCUMENTS; (V) SUCH ASSIGNEE APPOINTS AND AUTHORIZES THE AGENT AND THE RELATED
CLASS AGENT TO TAKE SUCH ACTION AS AGENT ON ITS BEHALF AND TO EXERCISE SUCH
POWERS UNDER THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS AND ANY OTHER
INSTRUMENT OR DOCUMENT FURNISHED PURSUANT HERETO OR THERETO AS ARE DELEGATED TO
THE AGENT OR SUCH CLASS AGENT BY THE TERMS HEREOF OR THEREOF, TOGETHER WITH SUCH
POWERS AS ARE REASONABLY INCIDENTAL THERETO AND TO ENFORCE ITS RESPECTIVE RIGHTS
AND INTERESTS IN AND UNDER THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS AND
THE AFFECTED ASSETS; (VI) SUCH ASSIGNEE AGREES THAT IT WILL PERFORM IN
ACCORDANCE WITH THEIR TERMS ALL OF THE OBLIGATIONS WHICH BY THE TERMS OF THIS
AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS ARE REQUIRED TO BE PERFORMED BY IT
AS THE ASSIGNEE OF THE ASSIGNOR; AND (VII) SUCH ASSIGNEE AGREES THAT IT WILL NOT
INSTITUTE AGAINST ANY CONDUIT INVESTOR ANY PROCEEDING OF THE TYPE REFERRED TO IN
SECTION 11.11 PRIOR TO THE DATE WHICH IS ONE (1) YEAR AND ONE (1) DAY AFTER THE
PAYMENT IN FULL OF ALL COMMERCIAL PAPER ISSUED BY SUCH CONDUIT INVESTOR.
(D)
WITHOUT LIMITING THE FOREGOING, EACH CONDUIT
INVESTOR MAY, FROM TIME TO TIME, WITH PRIOR OR CONCURRENT NOTICE TO THE SPV, THE
RECEIVABLES SELLER AND THE AGENT, AND WITH THE PRIOR CONSENT OF THE SPV (WHICH
CONSENT SHALL NOT BE UNREASONABLY WITHHELD), IN ONE TRANSACTION
75
OR A SERIES OF TRANSACTIONS, ASSIGN ALL OR A PORTION OF THE RELATED CLASS NET
INVESTMENT AND ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND ANY OTHER
TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY TO A CONDUIT ASSIGNEE.
UPON AND TO
THE EXTENT OF SUCH ASSIGNMENT BY SUCH CONDUIT INVESTOR TO A CONDUIT ASSIGNEE,
(I) SUCH CONDUIT ASSIGNEE SHALL BE THE OWNER OF THE ASSIGNED PORTION OF THE
RELATED CLASS NET INVESTMENT, (II) THE RELATED ADMINISTRATOR FOR SUCH CONDUIT
ASSIGNEE WILL ACT AS THE CLASS AGENT FOR SUCH CONDUIT ASSIGNEE, WITH ALL
CORRESPONDING RIGHTS AND POWERS, EXPRESS OR IMPLIED, GRANTED TO A CLASS AGENT
HEREUNDER OR UNDER THE OTHER TRANSACTION DOCUMENTS, (III) SUCH CONDUIT ASSIGNEE
(AND ANY RELATED COMMERCIAL PAPER ISSUER, IF SUCH CONDUIT ASSIGNEE DOES NOT
ITSELF ISSUE COMMERCIAL PAPER) AND THEIR RESPECTIVE AND ITS PROGRAM SUPPORT
PROVIDERS AND OTHER RELATED PARTIES SHALL HAVE THE BENEFIT OF ALL THE RIGHTS AND
PROTECTIONS PROVIDED TO THE RELATED CONDUIT INVESTOR AND ITS PROGRAM SUPPORT
PROVIDER(S) HEREIN AND IN THE OTHER TRANSACTION DOCUMENTS (INCLUDING ANY
LIMITATION ON RECOURSE AGAINST SUCH CONDUIT ASSIGNEE OR RELATED PARTIES, ANY
AGREEMENT NOT TO FILE OR JOIN IN THE FILING OF A PETITION TO COMMENCE AN
INSOLVENCY PROCEEDING