ALL OR A
PORTION OF ITS RIGHTS AND OBLIGATIONS UNDER THIS REPURCHASE AGREEMENT; PROVIDED,
HOWEVER, THAT (I) THE BUYER'S OBLIGATIONS UNDER THIS REPURCHASE AGREEMENT SHALL
REMAIN UNCHANGED, (II) THE
48
BUYER SHALL REMAIN SOLELY RESPONSIBLE TO THE OTHER PARTIES HERETO FOR THE
PERFORMANCE OF SUCH OBLIGATIONS, AND (III) THE SELLER SHALL CONTINUE TO DEAL
SOLELY AND DIRECTLY WITH THE BUYER IN CONNECTION WITH THE BUYER'S RIGHTS AND
OBLIGATIONS UNDER AND IN RESPECT OF THIS REPURCHASE AGREEMENT AND THE OTHER
REPURCHASE DOCUMENTS. NOTWITHSTANDING THE TERMS OF SECTION 3.03, EACH
PARTICIPANT OF THE BUYER SHALL BE ENTITLED TO THE ADDITIONAL COMPENSATION AND
OTHER RIGHTS AND PROTECTIONS AFFORDED THE BUYER UNDER SECTION 3.03 TO THE SAME
EXTENT AS THE BUYER WOULD HAVE BEEN ENTITLED TO RECEIVE THEM WITH RESPECT TO THE
PARTICIPATION SOLD TO SUCH PARTICIPANT.
(D)
THE BUYER MAY, IN CONNECTION WITH ANY ASSIGNMENT OR PARTICIPATION OR
PROPOSED ASSIGNMENT OR PARTICIPATION PURSUANT TO THIS SECTION 11.05, DISCLOSE TO
THE ASSIGNEE OR PARTICIPANT OR PROPOSED ASSIGNEE OR PARTICIPANT, AS THE CASE
MAY BE, ANY INFORMATION RELATING TO ANY SELLER OR ANY OF THEIR SUBSIDIARIES OR
TO ANY ASPECT OF THE LOANS THAT HAS BEEN FURNISHED TO THE BUYER BY OR ON BEHALF
OF ANY SELLER OR ANY OF THEIR SUBSIDIARIES.
(E)
THE BUYER MAY AT ANY TIME CREATE A SECURITY INTEREST IN ALL OR ANY PORTION
OF ITS RIGHTS UNDER THIS REPURCHASE AGREEMENT (INCLUDING, WITHOUT LIMITATION,
THE REPURCHASE OBLIGATIONS OWING TO IT) IN FAVOR OF ANY FEDERAL RESERVE BANK IN
ACCORDANCE WITH REGULATION A OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE
SYSTEM AND ANY OPERATING CIRCULAR ISSUED BY SUCH FEDERAL RESERVE BANK. NO SUCH
ASSIGNMENT SHALL RELEASE THE ASSIGNING BUYER FROM ITS OBLIGATIONS HEREUNDER.
(F)
NOTWITHSTANDING THE FOREGOING, UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, THE BUYER MAY ASSIGN ALL OR ANY PORTION OF
ITS RIGHTS AND OBLIGATIONS HEREUNDER TO ANY PERSON, PROVIDED THAT UPON THE
EFFECTIVE DATE OF SUCH ASSIGNMENT SUCH PERSON SHALL BECOME A PARTY HERETO AND A
BUYER HEREUNDER AND SHALL BE (I) ENTITLED TO ALL THE RIGHTS, BENEFITS AND
PRIVILEGES ACCORDED THE BUYER UNDER THE REPURCHASE DOCUMENTS, AND (II) SUBJECT
TO ALL THE DUTIES AND OBLIGATIONS OF THE BUYER UNDER THE REPURCHASE DOCUMENTS.
11.06
SUCCESSORS AND ASSIGNS.
THIS REPURCHASE AGREEMENT
SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR
RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS.
11.07
SURVIVAL.
THE OBLIGATIONS OF EACH SELLER UNDER
SECTIONS 3.03 AND 11.03 HEREOF SHALL SURVIVE THE PAYMENT OF THE REPURCHASE
OBLIGATIONS RELATING TO ALL TRANSACTIONS AND THE TERMINATION OF THIS REPURCHASE
AGREEMENT. IN ADDITION, EACH REPRESENTATION AND WARRANTY MADE OR DEEMED TO BE
MADE BY A REQUEST FOR A TRANSACTION, HEREIN OR PURSUANT HERETO SHALL SURVIVE THE
MAKING OF SUCH REPRESENTATION AND WARRANTY, AND THE BUYER SHALL NOT BE DEEMED TO
HAVE WAIVED, BY REASON OF ENTERING INTO ANY TRANSACTION, ANY DEFAULT THAT
MAY ARISE BECAUSE ANY SUCH REPRESENTATION OR WARRANTY SHALL HAVE PROVED TO BE
FALSE OR MISLEADING, NOTWITHSTANDING THAT