AND WHO EITHER (A)
AGREE TO BE BOUND BY THE PROVISIONS IN THIS SECTION 10.06 OR (B) OWE A DUTY OF
TRUST OR CONFIDENTIALITY TO SUCH INVESTOR, BANK OR THE AGENT, (II) IN CONNECTION
WITH ANY ACTION OR PROCEEDING RELATED TO, OR THE EXERCISE OF ANY REMEDIES UNDER,
THE TRANSACTION, SUCH BANKING RELATIONSHIPS, THIS AGREEMENT OR THE OTHER
TRANSACTION DOCUMENTS, (III) TO THE EXTENT REQUIRED BY APPLICABLE LAW,
REGULATION, SUBPOENA, COURT ORDER OR OTHER LEGAL PROCESS, (IV) TO THE EXTENT
REQUESTED BY ANY GOVERNMENTAL OR REGULATORY AUTHORITY HAVING JURISDICTION OVER
SUCH INVESTOR, BANK OR THE AGENT OR SUCH APPLICABLE INVESTOR SIDE
REPRESENTATIVE, (V) TO THE RATING AGENCIES, (VI) TO ANY ACTUAL OR POTENTIAL
SUBORDINATED INVESTOR IN ANY CONDUIT OR LIQUIDITY PROVIDER IF SUCH INVESTOR OR
LIQUIDITY PROVIDER, AS THE CASE MAY BE, HAS SIGNED A CONFIDENTIALITY AGREEMENT
SUBSTANTIALLY ON THE TERMS OF THIS SECTION 10.06, (VII) TO DEALERS AND INVESTORS
IN RESPECT OF PROMISSORY NOTES OF ANY CONDUIT AND CREDIT ENHANCERS IN ACCORDANCE
WITH THE CUSTOMARY PRACTICES OF SUCH CONDUIT FOR DISCLOSURES TO DEALERS,
INVESTORS OR CREDIT ENHANCERS, AS THE CASE MAY BE, IT BEING UNDERSTOOD THAT ANY
SUCH DISCLOSURE TO DEALERS OR INVESTORS WILL NOT IDENTIFY THE SELLER,
ORIGINATORS OR THE SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES BY NAME AND
(VIII) TO ANY OTHER PERSON OR ENTITY WITH THE SELLER'S PRIOR WRITTEN CONSENT;
PROVIDED THAT SELL SIDE INFORMATION SHALL NOT INCLUDE INFORMATION THAT (I) IS OR
BECOMES PUBLICLY AVAILABLE OTHER THAN THROUGH A BREACH OF THIS AGREEMENT OR ANY
OTHER TRANSACTION DOCUMENT, OR (II) WAS OR BECOMES AVAILABLE TO THE RECEIVING
PARTY ON A NON-CONFIDENTIAL BASIS FROM A SOURCE THAT IS NOT KNOWN TO SUCH
RECEIVING PARTY TO BE SUBJECT TO A CONFIDENTIALITY AGREEMENT WITH THE SELLER.
THE INVESTOR, BANK OR THE AGENT WILL BE RESPONSIBLE FOR ANY FAILURE OF ANY OF
THEIR APPLICABLE INVESTOR SIDE REPRESENTATIVES TO COMPLY WITH THE PROVISIONS OF
THIS SECTION 10.06.
(C)
NOTWITHSTANDING ANY OTHER PROVISION HEREIN OR IN ANY OTHER
TRANSACTION DOCUMENT, EACH INVESTOR, EACH BANK AND THE AGENT HEREBY CONFIRMS
THAT THE SELLER, EACH ORIGINATOR AND THE SERVICER (AND EACH EMPLOYEE,
REPRESENTATIVE OR OTHER AGENT OF EACH SUCH PARTY) MAY DISCLOSE TO ANY AND ALL
PERSONS, WITHOUT LIMITATION OF ANY KIND, THE U.S. TAX TREATMENT AND U.S. TAX
STRUCTURE OF THE TRANSACTION.
SECTION 10.07.
GOVERNING LAW.
THIS AGREEMENT SHALL, IN ACCORDANCE WITH
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK
WITHOUT REGARD TO ANY CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD CALL FOR
THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION, EXCEPT TO THE EXTENT
THAT, PURSUANT TO THE UCC OF THE STATE OF NEW YORK, THE PERFECTION AND THE
EFFECT OF PERFECTION OR NON-PERFECTION OF THE INTERESTS OF THE INVESTORS AND THE
BANKS IN THE RECEIVABLES, THE SECONDARY PURCHASE AGREEMENT AND THE INITIAL
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PURCHASE AGREEMENT ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE