ANY POSSIBLE CONTENTION
OF THE INVALIDITY OR INAPPLICABILITY OF THE LAW, RULE, REGULATION, AGREEMENT,
GUIDELINE OR OTHER CHANGE OR CONDITION THAT SHALL HAVE OCCURRED OR BEEN IMPOSED.
SECTION 10.3
OTHER COSTS AND EXPENSES.
(A)
SELLER SHALL PAY TO THE
AGENT AND COMPANY, WITHIN FIVE (5) BUSINESS DAYS OF WRITTEN DEMAND, ALL
REASONABLE COSTS AND OUT-OF-POCKET EXPENSES IN CONNECTION WITH THE PREPARATION,
EXECUTION, DELIVERY, ADMINISTRATION AND ENFORCEMENT OF THIS AGREEMENT, THE
TRANSACTIONS CONTEMPLATED HEREBY AND THE OTHER DOCUMENTS TO BE DELIVERED
HEREUNDER, INCLUDING WITHOUT LIMITATION, (I) THE COST OF COMPANY'S AUDITORS
AUDITING THE BOOKS, RECORDS AND PROCEDURES OF SELLER, (II) REASONABLE FEES AND
ITEMIZED OUT-OF-POCKET EXPENSES OF LEGAL COUNSEL FOR COMPANY AND THE AGENT WITH
RESPECT THERETO AND WITH RESPECT TO ADVISING COMPANY AND THE AGENT AS TO THEIR
RESPECTIVE RIGHTS AND REMEDIES UNDER THIS AGREEMENT, (III) THE REASONABLE COSTS
AND OUT-OF-POCKET EXPENSES OF BANC ONE CAPITAL MARKETS, INC., AS ARRANGER OF THE
FACILITY CONTEMPLATED HEREIN, AND (IV) ALL REASONABLE COSTS AND OUT-OF-POCKET
EXPENSES INCURRED IN CONNECTION WITH ANY RESTRUCTURING OR WORKOUT OF THIS
AGREEMENT OR SUCH DOCUMENTS; PROVIDED THAT IN THE CASE OF ANY AMENDMENT OR OTHER
MODIFICATION TO THE TRANSACTION DOCUMENTS WHICH HAS NOT BEEN REQUESTED BY A
SELLER PARTY, SELLER SHALL NOT HAVE ANY OBLIGATION TO REIMBURSE THE AGENT,
COMPANY OR BANC ONE CAPITAL MARKETS, INC. IN RESPECT OF THE FEES OR
OUT-OF-POCKET EXPENSES OF LEGAL COUNSEL FOR THE AGENT, COMPANY OR BANC ONE
CAPITAL MARKETS, INC. IN CONNECTION WITH THE DOCUMENTATION OR CLOSING OF SUCH
AMENDMENT OR MODIFICATION WITHOUT THE PRIOR CONSENT OF A SELLER PARTY.
(B)
WITHOUT LIMITING THE GENERALITY OF SECTION 10.3(A), SELLER SHALL
REIMBURSE THE AGENT AND COMPANY, WITHIN FIVE (5) BUSINESS DAYS OF WRITTEN
DEMAND, IN RESPECT OF ALL REASONABLE FEES AND OUT-OF-POCKET EXPENSES INCURRED IN
CONNECTION WITH ANY AUDIT CONDUCTED OF ORIGINATOR, SELLER AND SERVICER; PROVIDED
THAT UNLESS AN AMORTIZATION EVENT SHALL HAVE OCCURRED, (I) IN THE CASE OF ANY
PERIOD IN WHICH RATING LEVEL 1, RATING LEVEL 2 OR RATING LEVEL 3 SHALL BE IN
EFFECT, SELLER SHALL NOT BE REQUIRED TO REIMBURSE THE AGENT OR COMPANY IN
RESPECT OF MORE THAN ONE AUDIT AT EACH SITE OF ORIGINATOR, SELLER AND SERVICER
DURING ANY CALENDAR YEAR; AND (II) IN THE
34
case of any period in which any other Rating Level shall be in effect, Seller
shall not be required to reimburse the Agent or Company in respect of more than
two audits at each site of Originator, Seller and Servicer during any calendar
year.
ARTICLE XI
THE AGENT
SECTION 11.1
AUTHORIZATION AND ACTION.
EACH PURCHASER HEREBY
DESIGNATES AND APPOINTS BANK ONE TO ACT AS ITS AGENT HEREUNDER AND UNDER EACH
OTHER TRANSACTION DOCUMENT, AND AUTHORIZES THE AGENT TO TAKE SUCH ACTIONS AS
AGENT ON ITS BEHALF AND TO EXERCISE SUCH POWERS AS ARE DELEGATED TO THE AGENT BY
THE TERMS OF THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS TOGETHER WITH
SUCH POWERS AS ARE REASONABLY INCIDENTAL THERETO.
THE AGENT SHALL NOT HAVE ANY
DUTIES OR RESPONSIBILITIES, EXCEPT THOSE EXPRESSLY