THE
APPLICABLE RIGHTS AND OBLIGATIONS OF BUYER HEREUNDER, AND (B) BUYER SHALL, TO
THE EXTENT THAT SUCH RIGHTS AND OBLIGATIONS HAVE BEEN SO ASSIGNED BY IT TO
EITHER (I) AN AFFILIATE OF BUYER WHICH ASSUMES THE OBLIGATIONS OF SUCH BUYER OR
(II) TO ANOTHER PERSON WHICH ASSUMES THE OBLIGATIONS OF BUYER, BE RELEASED FROM
ITS OBLIGATIONS HEREUNDER ACCRUING THEREAFTER AND UNDER THE PROGRAM DOCUMENTS.
UNLESS OTHERWISE STATED IN THE ASSIGNMENT AND ACCEPTANCE, SELLER SHALL CONTINUE
TO TAKE DIRECTIONS SOLELY FROM BUYER UNLESS OTHERWISE NOTIFIED BY BUYER IN
WRITING.
BUYER MAY DISTRIBUTE TO ANY PROSPECTIVE ASSIGNEE ANY DOCUMENT OR OTHER
INFORMATION DELIVERED TO BUYER BY SELLER.
NOTWITHSTANDING ANY ASSIGNMENT BY
BUYER PURSUANT TO THIS SECTION 29, BUYER SHALL REMAIN LIABLE AS TO THE
TRANSACTIONS.
44
B)
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, BUYER SHALL BE
ENTITLED, AFTER CONSULTATION WITH THE SELLER, TO CHANGE THE STRUCTURE, TERMS
(INCLUDING PRICING) OR AMOUNT, IF 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 BUYER AND ANY OTHER PROPOSED BUYER THAT
BECOMES PART OF THE SYNDICATE OF BUYERS UPON REQUEST WITH ALL INFORMATION
REASONABLY DEEMED NECESSARY BY BUYER TO EFFECTUATE SUCH SALE OR SYNDICATION, (B)
ASSIST 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 BUYER SHALL BE ENTITLED TO THE ADDITIONAL COMPENSATION AND OTHER
RIGHTS AND PROTECTIONS AFFORDED BUYER UNDER SECTION 8 TO THE SAME EXTENT AS
BUYER WOULD HAVE BEEN ENTITLED TO RECEIVE THEM WITH RESPECT TO THE PARTICIPATION
SOLD TO SUCH PARTICIPANT.
30.
AMENDMENTS, ETC.
No amendment or waiver of any provision of this Agreement nor any consent to any
failure to comply herewith or therewith shall in any event be effective unless
the same shall be in writing and signed by Seller and Buyer, and then such
amendment, waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given.
31.
SEVERABILITY
If any provision of Program Document is declared invalid by any court of
competent jurisdiction, such invalidity shall not affect any other provision of
the Program Documents, and each Program Document