OF ITS RIGHTS AND OBLIGATIONS
UNDER THIS AGREEMENT AND THE PROGRAM DOCUMENTS; PROVIDED, HOWEVER, THAT SUCH
BUYER SHALL MAINTAIN, FOR REVIEW BY SELLER UPON WRITTEN REQUEST, A REGISTER OF
ASSIGNEES AND A COPY OF AN EXECUTED ASSIGNMENT AND ACCEPTANCE BY SUCH BUYER AND
ASSIGNEE ("ASSIGNMENT AND ACCEPTANCE"), SPECIFYING THE PERCENTAGE OR PORTION OF
SUCH RIGHTS AND OBLIGATIONS ASSIGNED.
UPON SUCH ASSIGNMENT, (A) SUCH ASSIGNEE
SHALL BE A PARTY HERETO AND TO EACH PROGRAM DOCUMENT TO THE EXTENT OF THE
PERCENTAGE OR PORTION SET FORTH IN THE ASSIGNMENT AND ACCEPTANCE, AND SHALL
SUCCEED TO THE APPLICABLE RIGHTS AND OBLIGATIONS OF SUCH BUYER HEREUNDER, AND
(B) SUCH BUYER SHALL, TO THE EXTENT THAT SUCH RIGHTS AND OBLIGATIONS HAVE
47
BEEN SO ASSIGNED BY IT TO EITHER (I) A COMMERCIAL PAPER CONDUIT ADMINISTERED BY
CREDIT SUISSE, NEW YORK BRANCH OR AN AFFILIATE OF CREDIT SUISSE, NEW YORK BRANCH
WHICH ASSUMES THE OBLIGATIONS OF SUCH BUYER OR (II) TO ANOTHER PERSON RATED AT
LEAST A-1 BY S&P AND P-1 BY MOODY'S WHICH ASSUMES THE OBLIGATIONS OF SUCH BUYER,
BE RELEASED FROM ITS OBLIGATIONS HEREUNDER AND UNDER THE PROGRAM DOCUMENTS.
UNLESS OTHERWISE STATED IN THE ASSIGNMENT AND ACCEPTANCE, SELLER SHALL CONTINUE
TO TAKE DIRECTIONS SOLELY FROM THE BUYERS UNLESS OTHERWISE NOTIFIED BY ANY BUYER
IN WRITING.
EACH BUYER MAY DISTRIBUTE TO ANY PROSPECTIVE ASSIGNEE ANY DOCUMENT
OR OTHER INFORMATION DELIVERED TO SUCH BUYER BY SELLER.
B)
EACH BUYER MAY SELL TO ONE OR MORE PERSONS PARTICIPATIONS IN ALL
OR A PORTION OF ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE
ENTER INTO ONE OR MORE SYNDICATIONS OF ITS RIGHTS AND OBLIGATIONS UNDER THIS
AGREEMENT.
IN THE EVENT OF ANY SUCH SALE OR SYNDICATION, SUCH BUYER SHALL BE
ENTITLED, AFTER CONSULTATION WITH THE SELLER, TO CHANGE THE STRUCTURE, TERMS
(INCLUDING PRICING) OR AMOUNT, IF SUCH BUYER DETERMINES THAT SUCH CHANGES ARE
ADVISABLE IN ORDER TO ACHIEVE A SUCCESSFUL SALE OR SYNDICATION; PROVIDED,
HOWEVER THAT SUCH CHANGE TO THE STRUCTURE, TERMS (INCLUDING PRICING) OR AMOUNT
IS NOT REASONABLY LIKELY TO TRIGGER AN EVENT OF DEFAULT.
WITH RESPECT TO ANY
SUCH SALE OR SYNDICATION, SELLER AGREES TO (A) PROVIDE AND CAUSE ITS OFFICERS,
DIRECTORS AND ADVISORS TO PROVIDE SUCH BUYER AND ANY OTHER PROPOSED BUYER THAT
BECOMES PART OF THE SYNDICATE OF SUCH BUYER UPON REQUEST WITH ALL INFORMATION
REASONABLY DEEMED NECESSARY BY SUCH BUYER TO EFFECTUATE SUCH SALE OR
SYNDICATION, (B) ASSIST SUCH BUYER UPON ITS REASONABLE REQUEST IN THE
PREPARATION OF AN OFFERING MEMORANDUM TO BE USED IN CONNECTION WITH SUCH SALE OR
SYNDICATION AND (C) MAKE AVAILABLE THE OFFICERS, DIRECTORS AND ADVISORS OF THE
SELLER AND ITS AFFILIATES, FROM TIME TO TIME, TO ATTEND AND MAKE PRESENTATIONS
REGARDING THE BUSINESS AND PROSPECTS OF THE SELLER AND ITS AFFILIATES, AS
APPROPRIATE, AT A MEETING OR MEETINGS OF PROSPECTIVE BUYERS.
NOTWITHSTANDING
THE TERMS OF SECTION 8, EACH PARTICIPANT OF ANY BUYER SHALL BE ENTITLED TO THE
ADDITIONAL COMPENSATION AND OTHER RIGHTS AND PROTECTIONS AFFORDED SUCH BUYER
UNDER SECTION 8 TO THE SAME EXTENT AS SUCH