REPURCHASE TRANSACTIONS INVOLVING PURCHASED ASSETS.
BY ACCEPTANCE OF THIS
AGREEMENT, THE SELLERS, THE AGENT AND THE BUYERS ACKNOWLEDGE THAT THEY HAVE NOT
MADE, AND ARE NOT RELYING UPON, ANY STATEMENTS, REPRESENTATIONS, PROMISES OR
UNDERTAKINGS NOT CONTAINED IN THIS AGREEMENT.
EACH PROVISION AND AGREEMENT
HEREIN SHALL BE TREATED AS SEPARATE AND INDEPENDENT FROM ANY OTHER PROVISION OR
AGREEMENT HEREIN AND SHALL BE ENFORCEABLE NOTWITHSTANDING THE UNENFORCEABILITY
OF ANY SUCH OTHER PROVISION OR AGREEMENT.
SECTION 13.05
ASSIGNMENTS AND PARTICIPATIONS;
HYPOTHECATION OF PURCHASED ASSETS.
(A)
NO SELLER MAY ASSIGN ANY OF ITS RIGHTS OR
OBLIGATIONS UNDER THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE AGENT,
SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD OR DELAYED, AND ANY ATTEMPT BY ANY
SELLER TO ASSIGN ANY OF ITS RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT WITHOUT
THE PRIOR WRITTEN CONSENT OF THE AGENT SHALL BE NULL AND VOID.
(B)
TITLE TO ALL PURCHASED ASSETS AND PURCHASED
ITEMS SHALL PASS TO THE BUYERS AND, SUBJECT TO THE TERMS OF THE REPURCHASE
DOCUMENTS, THE BUYERS OR THEIR DESIGNEE SHALL HAVE FREE AND UNRESTRICTED USE OF
ALL PURCHASED ASSETS AND PURCHASED ITEMS.
NOTHING IN THIS AGREEMENT SHALL
PRECLUDE THE BUYERS OR THEIR DESIGNEE FROM ENGAGING IN REPURCHASE TRANSACTIONS
WITH THE PURCHASED ASSETS AND PURCHASED ITEMS OR OTHERWISE SELLING, PLEDGING,
REPLEDGING, TRANSFERRING, HYPOTHECATING, OR REHYPOTHECATING THE PURCHASED ASSETS
AND PURCHASED ITEMS, ALL ON TERMS THAT THE BUYERS MAY DETERMINE IN THEIR SOLE
DISCRETION; PROVIDED, THAT ANY SUCH PLEDGE OR TRANSFER SHALL BE MADE EXPRESSLY
SUBJECT TO THE TERMS OF THE REPURCHASE DOCUMENTS AND THE BUYERS SHALL TRANSFER
THE PURCHASED ASSETS TO THE SELLER ON THE APPLICABLE REPURCHASE DATE FREE AND
CLEAR OF ANY PLEDGE, LIEN, SECURITY INTEREST, ENCUMBRANCE, CHARGE OR OTHER
ADVERSE CLAIM ON ANY OF THE PURCHASED ASSETS.
NOTHING CONTAINED IN THIS
AGREEMENT SHALL OBLIGATE THE BUYERS OR THE AGENT TO SEGREGATE ANY PURCHASED
ASSETS OR PURCHASED ITEMS TRANSFERRED BY ANY SELLER TO THE BUYERS.
(C)
ANY BUYER MAY AT ANY TIME, UPON NOTICE TO
THE SELLERS, SELL TO ANY PERSON WHICH IS AN ELIGIBLE TRANSFEREE (EACH SUCH
PERSON, A "PARTICIPANT"), PARTICIPATING INTERESTS IN ALL OR ANY PART OF SUCH
BUYER'S INTEREST IN THE PURCHASED ASSETS, OR IN ANY OTHER INTEREST OF SUCH BUYER
UNDER THIS AGREEMENT.
IN THE EVENT OF ANY SUCH SALE OF A PARTICIPATING
INTEREST, THE OBLIGATIONS OF THE BUYER WHICH SOLD THE PARTICIPATING INTEREST
UNDER THIS AGREEMENT TO THE OTHER PARTIES TO THIS AGREEMENT SHALL REMAIN
UNCHANGED, SUCH BUYER SHALL REMAIN SOLELY RESPONSIBLE FOR THE PERFORMANCE
THEREOF, AND THE OTHER PARTIES TO THIS AGREEMENT SHALL CONTINUE TO DEAL SOLELY
AND DIRECTLY WITH SUCH BUYER IN CONNECTION WITH SUCH BUYER'S RIGHTS AND
OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER REPURCHASE DOCUMENTS.
IN NO
EVENT SHALL ANY PARTICIPANT HAVE ANY
83
RIGHT TO APPROVE ANY AMENDMENT TO OR WAIVER OF ANY PROVISION OF ANY REPURCHASE
DOCUMENT, OR ANY CONSENT TO ANY DEPARTURE BY SELLER THEREFROM, EXCEPT TO THE
EXTENT THAT SUCH AMENDMENT, WAIVER OR CONSENT WOULD REDUCE THE REPURCHASE PRICE
OR PRICE DIFFERENTIAL OWING IN RESPECT