OF THE AGENT PURSUANT TO THIS
SECTION 15.8.
IF AN AGENT SHALL RESIGN AS AGENT UNDER THIS AGREEMENT, THEN
LENDERS IN ITS LENDER GROUP HOLDING GREATER THAN 50% OF THE OUTSTANDING ADVANCES
(OR, IF NO ADVANCES ARE OUTSTANDING, THE NONCOMMITED LENDER AND MORE THAN 50%
(BY COMMITMENT) OF THE COMMITTED LENDERS IN SUCH LENDER GROUP) HELD BY SUCH
LENDER GROUP SHALL APPOINT FROM AMONG THE COMMITTED LENDERS IN SUCH LENDER GROUP
A SUCCESSOR AGENT FOR SUCH LENDER GROUP.
AFTER ANY RETIRING NOTE AGENT'S
RESIGNATION HEREUNDER AS NOTE AGENT, THE PROVISIONS OF THIS ARTICLE XV SHALL
INURE TO ITS BENEFIT AS TO ANY ACTIONS TAKEN OR OMITTED TO BE TAKEN BY IT WHILE
IT WAS NOTE AGENT UNDER THIS AGREEMENT.
NO RESIGNATION OF ANY NOTE AGENT SHALL
BECOME EFFECTIVE UNTIL A SUCCESSOR NOTE AGENT SHALL HAVE ASSUMED THE
RESPONSIBILITIES AND OBLIGATIONS OF SUCH NOTE AGENT; PROVIDED, HOWEVER, THAT IN
THE EVENT A SUCCESSOR NOTE AGENT IS NOT APPOINTED WITHIN 60 DAYS AFTER SUCH NOTE
AGENT HAS GIVEN NOTICE OF ITS RESIGNATION AS PERMITTED BY THIS SECTION 15.8,
SUCH NOTE AGENT MAY PETITION A COURT OF COMPETENT JURISDICTION FOR ITS REMOVAL
AND APPOINTMENT OF A SUCCESSOR.
52
AGENTS IN THEIR INDIVIDUAL CAPACITY.
EACH NOTE AGENT AND ITS AFFILIATES MAY
MAKE LOANS TO, ACCEPT DEPOSITS FROM AND GENERALLY ENGAGE IN ANY KIND OF BUSINESS
WITH THE BORROWER, THE SELLER, CAR, THE GUARANTOR, CCRT, THE SERVICER, THE
CUSTODIAN, THE BACKUP SERVICER OR ANY OTHER NOTE AGENT OR INVESTOR AS THOUGH
SUCH NOTE AGENT WERE NOT AN AGENT HEREUNDER.
IN ADDITION, THE LENDERS
ACKNOWLEDGES THAT ONE OR MORE PERSONS WHICH ARE NOTE AGENTS MAY ACT (I) AS
ADMINISTRATOR, SPONSOR OR AGENT FOR ONE OR MORE NONCOMMITTED LENDERS AND IN SUCH
CAPACITY ACTS AND MAY CONTINUE TO ACT ON BEHALF OF EACH SUCH NONCOMMITTED LENDER
IN CONNECTION WITH ITS BUSINESS, AND (II) AS THE AGENT FOR CERTAIN FINANCIAL
INSTITUTIONS UNDER THE LIQUIDITY AND CREDIT ENHANCEMENT AGREEMENTS RELATING TO
THIS AGREEMENT TO WHICH ANY ONE OR MORE NONCOMMITTED LENDERS IS PARTY AND IN
VARIOUS OTHER CAPACITIES RELATING TO THE BUSINESS OF ANY SUCH NONCOMMITTED
LENDER UNDER VARIOUS AGREEMENTS.
ANY SUCH PERSON, IN ITS CAPACITY AS NOTE
AGENT, SHALL NOT, BY VIRTUE OF ITS ACTING IN ANY SUCH OTHER CAPACITIES, BE
DEEMED TO HAVE DUTIES OR RESPONSIBILITIES HEREUNDER OR BE HELD TO A STANDARD OF
CARS ACQUISITION IN CONNECTION WITH THE PERFORMANCE OF ITS DUTIES AS A NOTE
AGENT OTHER THAN AS EXPRESSLY PROVIDED IN THIS AGREEMENT.
ANY PERSON WHICH IS A
NOTE AGENT MAY ACT AS A NOTE AGENT WITHOUT REGARD TO AND WITHOUT ADDITIONAL
DUTIES OR LIABILITIES ARISING FROM ITS ROLE AS SUCH ADMINISTRATOR OR AGENT OR
ARISING FROM ITS ACTING IN ANY SUCH OTHER CAPACITY.
ASSIGNMENTS
RESTRICTIONS ON ASSIGNMENTS.
EXCEPT AS SPECIFICALLY PROVIDED HEREIN AND IN THE
TRANSACTION DOCUMENTS, NEITHER THE BORROWER, THE SELLER, THE GUARANTOR, CCRT,
THE SERVICER, CAR, THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT, THE CUSTODIAN
NOR BACKUP SERVICER MAY ASSIGN ANY OF THEIR RESPECTIVE RIGHTS OR OBLIGATIONS
HEREUNDER OR ANY INTEREST