that does not comply with
the technical requirements for notice under this Article may elect to waive any
deficiencies and treat the notice as having been properly given.
ARTICLE 17.
ENTIRE AGREEMENT; SEVERABILITY
This Agreement shall supersede any existing agreements between the parties
containing general terms and conditions for repurchase transactions.
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.
ARTICLE 18.
NON-ASSIGNABILITY
(A)
SUBJECT TO ARTICLE 18(B) BELOW, SELLER MAY NOT ASSIGN ANY OF ITS
RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF
BUYER NOT TO BE UNREASONABLY WITHHELD OR DELAYED AND ANY ATTEMPT BY SELLER TO
ASSIGN ANY OF ITS RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT WITHOUT THE PRIOR
WRITTEN CONSENT OF BUYER SHALL BE NULL AND VOID.
BUYER MAY UPON NOTICE TO
SELLER AND WITHOUT CONSENT OF SELLER, SELL TO ONE OR MORE BANKS, FINANCIAL
INSTITUTIONS OR OTHER ENTITIES ("PARTICIPANTS") PARTICIPATING INTERESTS IN ANY
TRANSACTION, ITS INTEREST IN THE PURCHASED ASSETS, OR ANY OTHER INTEREST OF
BUYER UNDER THIS AGREEMENT.
BUYER MAY, AT ANY TIME AND FROM TIME TO TIME,
ASSIGN TO ANY PERSON (AN "ASSIGNEE" AND TOGETHER WITH
62
PARTICIPANTS, EACH A "TRANSFEREE" AND COLLECTIVELY, THE "TRANSFEREES") ALL OR
ANY PART OF ITS RIGHTS ITS INTEREST IN THE PURCHASED ASSETS, OR ANY OTHER
INTEREST OF BUYER UNDER THIS AGREEMENT, EXCEPT THAT, PRIOR TO AN EVENT OF
DEFAULT, NO SUCH TRANSFEREE SHALL BE ONE OF THE PROHIBITED TRANSFEREES SET FORTH
ON EXHIBIT IX HERETO.
SELLER AGREES TO COOPERATE WITH BUYER IN CONNECTION WITH
ANY SUCH ASSIGNMENT, TRANSFER OR SALE OF PARTICIPATING INTEREST AND TO ENTER
INTO SUCH RESTATEMENTS OF, AND AMENDMENTS, SUPPLEMENTS AND OTHER MODIFICATIONS
TO, THIS AGREEMENT IN ORDER TO GIVE EFFECT TO SUCH ASSIGNMENT, TRANSFER OR SALE.
(B)
TITLE TO ALL PURCHASED ASSETS AND PURCHASED ITEMS SHALL PASS TO
BUYER AND BUYER SHALL HAVE FREE AND UNRESTRICTED USE OF ALL PURCHASED ASSETS.
NOTHING IN THIS AGREEMENT SHALL PRECLUDE BUYER 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 BUYER MAY DETERMINE IN
ITS SOLE DISCRETION; PROVIDED, HOWEVER, THAT BUYER SHALL (I) PROVIDE SELLER WITH
THE NAME OF EACH SUCH THIRD-PARTY INVOLVED IN ANY SUCH TRANSACTION AND (II)
TRANSFER THE PURCHASED ASSETS TO 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 AND (III) CREDIT INCOME AND
PRINCIPAL TO SELLER IN ACCORDANCE WITH ARTICLE 5 HEREOF.
NOTHING CONTAINED IN
THIS AGREEMENT SHALL OBLIGATE BUYER TO SEGREGATE ANY PURCHASED ASSETS OR
PURCHASED ITEMS TRANSFERRED TO BUYER BY SELLER.
ARTICLE 19.
GOVERNING LAW
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW