THIS ASSIGNMENT AND CONSENT (I) OTHER THAN WITH RESPECT TO THE CANADIAN ORIGINATOR AND THE APPLICABLE STEP 1/STEP 2 REPURCHASE ASSETS RELATED THERETO, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO THE CONFLICTS OF LAW PRINCIPLES THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW) AND (II) WITH RESPECT TO THE CANADIAN ORIGINATOR AND THE APPLICABLE STEP 1/STEP 2 REPURCHASE ASSETS RELATED THERETO, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF QUEBEC AND THE LAWS OF CANADA APPLICABLE THEREIN .