IN ANY
KIND OF BUSINESS WITH SELLER OR ANY AFFILIATE OF SELLER AS THOUGH THE AGENT WERE
NOT THE AGENT HEREUNDER.
WITH RESPECT TO THE ACQUISITION OF PURCHASER INTERESTS
PURSUANT TO THIS AGREEMENT, THE AGENT SHALL HAVE THE SAME RIGHTS AND POWERS
UNDER THIS AGREEMENT IN ITS INDIVIDUAL CAPACITY AS ANY PURCHASER AND MAY
EXERCISE THE SAME AS THOUGH IT WERE NOT THE AGENT, AND THE TERMS "FINANCIAL
INSTITUTION," "PURCHASER," "FINANCIAL INSTITUTIONS" AND "PURCHASERS" SHALL
INCLUDE THE AGENT IN ITS INDIVIDUAL CAPACITY.
SECTION 11.8
SUCCESSOR AGENT.
THE AGENT MAY, UPON FIVE DAYS' NOTICE
TO SELLER AND THE PURCHASERS, AND THE AGENT WILL, UPON THE DIRECTION OF ALL OF
THE PURCHASERS (OTHER THAN THE AGENT, IN ITS INDIVIDUAL CAPACITY) RESIGN AS
AGENT.
IF THE AGENT SHALL RESIGN, THEN THE REQUIRED FINANCIAL INSTITUTIONS
DURING SUCH FIVE-DAY PERIOD SHALL APPOINT FROM AMONG THE PURCHASERS A SUCCESSOR
AGENT.
IF FOR ANY REASON NO SUCCESSOR AGENT IS APPOINTED BY THE REQUIRED
FINANCIAL INSTITUTIONS DURING SUCH FIVE-DAY PERIOD, THEN EFFECTIVE UPON THE
TERMINATION OF SUCH FIVE DAY PERIOD, THE PURCHASERS SHALL PERFORM ALL OF THE
DUTIES OF THE AGENT HEREUNDER AND UNDER THE OTHER TRANSACTION DOCUMENTS AND
SELLER AND THE SERVICER (AS APPLICABLE) SHALL MAKE ALL PAYMENTS IN RESPECT OF
THE AGGREGATE UNPAIDS DIRECTLY TO THE APPLICABLE PURCHASERS AND FOR ALL PURPOSES
SHALL DEAL DIRECTLY WITH THE PURCHASERS.
AFTER THE EFFECTIVENESS OF ANY
RETIRING AGENT'S RESIGNATION HEREUNDER AS AGENT, THE RETIRING AGENT SHALL BE
DISCHARGED FROM ITS DUTIES AND OBLIGATIONS HEREUNDER AND UNDER THE OTHER
TRANSACTION DOCUMENTS AND THE PROVISIONS OF THIS ARTICLE XI AND ARTICLE X SHALL
CONTINUE IN EFFECT FOR ITS BENEFIT WITH RESPECT TO ANY ACTIONS TAKEN OR OMITTED
TO BE TAKEN BY IT WHILE IT WAS AGENT UNDER THIS AGREEMENT AND UNDER THE OTHER
TRANSACTION DOCUMENTS.
ARTICLE XII
ASSIGNMENTS; PARTICIPATIONS; TERMINATING FINANCIAL INSTITUTIONS
SECTION 12.1
ASSIGNMENTS.
(A)
SELLER AND EACH FINANCIAL INSTITUTION HEREBY AGREE AND CONSENT TO
THE COMPLETE OR PARTIAL ASSIGNMENT BY COMPANY OF ALL OR ANY PORTION OF ITS
RIGHTS UNDER, INTEREST IN, TITLE TO AND OBLIGATIONS UNDER THIS AGREEMENT TO THE
FINANCIAL INSTITUTIONS PURSUANT TO A LIQUIDITY AGREEMENT AND UPON SUCH
ASSIGNMENT, COMPANY SHALL BE RELEASED FROM ITS OBLIGATIONS SO ASSIGNED.
IN
ADDITION, COMPANY MAY AT ANY TIME ASSIGN ALL OR A PORTION OF ITS RIGHTS
HEREUNDER, INTEREST IN, TITLE TO AND OBLIGATIONS UNDER THIS AGREEMENT TO ANY
PERSON THAT IS A SPECIAL PURPOSE COMPANY (AN "ASSET-BACKED CONDUIT") IN THE
BUSINESS OF PURCHASING ASSETS OR INTERESTS IN PROPERTY OF A TYPE COMPARABLE TO
THE RECEIVABLES WITH THE PROCEEDS OF COMMERCIAL PAPER, MEDIUM TERM NOTES OR
SIMILAR INSTRUMENTS, PROVIDED THAT (I) PRIOR TO THE OCCURRENCE OF AN
AMORTIZATION EVENT, THE CONSENT OF THE SELLER (WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD) SHALL BE REQUIRED FOR ANY SUCH ASSIGNMENT AND (II) BANK
ONE OR AN AFFILIATE THEREOF IS THEN ACTING AS THE ADMINISTRATIVE AGENT OR IN A
COMPARABLE CAPACITY FOR SUCH ASSET-BACKED CONDUIT.
SELLER AND EACH FINANCIAL
INSTITUTION HEREBY AGREE THAT ANY ASSIGNEE OF COMPANY OF THIS AGREEMENT OR ALL
OR