BUYER SHALL CEASE TO BE A PARTY HERETO),
THE OBLIGATIONS OF SUCH ASSIGNING BUYER SHALL BE DEEMED TO BE SO REDUCED, AND
THE AGENT WILL GIVE PROMPT WRITTEN NOTICE THEREOF (INCLUDING IDENTIFICATION OF
THE ASSIGNING BUYER, THE ASSIGNEE AND THE AMOUNT OF THE ASSIGNMENT) TO EACH OF
THE PARTIES TO THIS AGREEMENT (BUT THE ASSIGNING BUYER SHALL NOT HAVE ANY
LIABILITY FOR ANY FAILURE TO TIMELY PROVIDE SUCH NOTICE).
ANY ASSIGNMENT OR
TRANSFER BY A BUYER OF RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT THAT DOES NOT
COMPLY WITH THIS SECTION 13.05 SHALL BE TREATED FOR PURPOSES OF THIS AGREEMENT
AS A SALE BY SUCH BUYER OF A PARTICIPATION IN SUCH RIGHTS AND OBLIGATIONS IN
ACCORDANCE WITH CLAUSE (C) OF THIS SECTION 13.05.
(E)
EACH SELLER AUTHORIZES EACH BUYER TO
DISCLOSE TO ANY TRANSFEREE (INCLUDING ANY PROSPECTIVE TRANSFEREE) ANY AND ALL OF
THE INFORMATION IN THE POSSESSION OF SUCH BUYER
84
RELATING TO THE SELLER AND ITS AFFILIATES OR TO ANY ASPECT OF THE TRANSACTIONS
THAT HAS BEEN DELIVERED TO SUCH BUYER BY OR ON BEHALF OF THE SELLER OR ANY OF
ITS AFFILIATES PURSUANT TO THIS AGREEMENT OR IN CONNECTION WITH THE CREDIT
EVALUATION OF THE BUYERS AND THEIR AFFILIATES PRIOR TO BECOMING A PARTY TO THIS
AGREEMENT; PROVIDED, THAT SUCH TRANSFEREE SHALL HAVE AGREED TO BE BOUND BY THE
PROVISIONS OF SECTION 13.14 HEREOF.
EACH SELLER AGREES TO COOPERATE WITH THE
APPLICABLE BUYER IN CONNECTION WITH ANY SUCH SALE OF PARTICIPATING INTERESTS OR
ASSIGNMENTS AND TO ENTER INTO SUCH RESTATEMENTS OF, AND AMENDMENTS, SUPPLEMENTS
AND OTHER MODIFICATIONS TO, THIS AGREEMENT TO GIVE EFFECT TO ANY SUCH SALE OR
TRANSFER; PROVIDED, THAT THE SELLER'S FURTHER CONSENT SHALL BE REQUIRED WITH
RESPECT TO ANY SUCH RESTATEMENT, AMENDMENT, SUPPLEMENT OR OTHER MODIFICATION
WHICH ADVERSELY CHANGES ANY ECONOMIC OR OTHER MATERIAL TERM OF THIS AGREEMENT.
(F)
FOR AVOIDANCE OF DOUBT, THE PARTIES TO
THIS AGREEMENT ACKNOWLEDGE THAT NOTHING IN THIS AGREEMENT SHALL LIMIT OR
OTHERWISE RESTRICT THE RIGHT OF ANY BUYER TO GRANT SECURITY INTERESTS IN ITS
RIGHTS HEREUNDER, INCLUDING, WITHOUT LIMITATION, (I) ANY SECURITY INTEREST IN
ALL OR ANY PORTION OF ANY BUYER'S RIGHTS UNDER THIS AGREEMENT TO 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, AND (II) ANY PLEDGE OR ASSIGNMENT FOR THE BENEFIT OF THE ASSIGNOR'S
TRUSTEE AND/OR ITS INVESTORS OR FINANCING PARTIES TO SECURE ITS OBLIGATIONS
UNDER ANY INDENTURE, CREDIT FACILITY OR GOVERNING DOCUMENTS TO WHICH IT IS A
PARTY; PROVIDED, THAT NO SUCH PLEDGE OR ASSIGNMENT OF A SECURITY INTEREST SHALL
RELEASE SUCH BUYER FROM ANY OF ITS OBLIGATIONS HEREUNDER OR SUBSTITUTE ANY SUCH
PLEDGEE OR ASSIGNEE FOR SUCH BUYER AS A PARTY HERETO.
SECTION 13.06
GOVERNING LAW.
THIS AGREEMENT
AND THE OTHER REPURCHASE DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION