CONCURRENCE OF THE REQUIRED COMMITTED BUYERS AS IT DEEMS APPROPRIATE
OR IT SHALL FIRST BE INDEMNIFIED TO ITS SATISFACTION BY THE BUYERS AGAINST ANY
AND ALL LIABILITY AND EXPENSE WHICH MAY BE INCURRED BY IT BY REASON OF TAKING OR
CONTINUING TO TAKE ANY SUCH ACTION.
THE ADMINISTRATIVE AGENT SHALL IN ALL CASES
BE FULLY PROTECTED IN ACTING, OR IN REFRAINING FROM ACTING, UNDER THIS AGREEMENT
AND THE OTHER PROGRAM AGREEMENT IN ACCORDANCE WITH A REQUEST OF REQUIRED
COMMITTED BUYERS, AND SUCH REQUEST AND ANY ACTION TAKEN OR FAILURE TO ACT
PURSUANT THERETO SHALL BE BINDING UPON ALL THE BUYERS AND ALL FUTURE HOLDERS OF
THE PURCHASED MORTGAGE LOANS.
E.
NOTICES.
ANY (I) NOTICES, REQUESTS, CONFIRMATIONS, MORTGAGE LOAN
SCHEDULES, TRUST RECEIPTS, INCOME, CASH OR ADDITIONAL MORTGAGE LOANS TO BE
RECEIVED BY ANY BUYER AND (II) JUDGMENTS, APPROVALS, AGREEMENTS, DETERMINATIONS
OR NOTICES TO BE MADE BY ANY BUYER UNDER THIS AGREEMENT SHALL BE DELIVERED TO
AND MADE BY THE ADMINISTRATIVE AGENT.
NOTWITHSTANDING ANY PROVISION TO THE
CONTRARY ELSEWHERE IN THIS AGREEMENT, THE ADMINISTRATIVE AGENT SHALL NOT BE
DEEMED TO HAVE KNOWLEDGE OR NOTICE OF THE OCCURRENCE OF ANY EVENT OF DEFAULT
HEREUNDER UNLESS THE ADMINISTRATIVE AGENT HAS RECEIVED NOTICE FROM A BUYER OR
THE SELLERS REFERRING TO THIS AGREEMENT, DESCRIBING SUCH EVENT OF DEFAULT AND
STATING THAT SUCH NOTICE IS A "NOTICE OF DEFAULT".
IN THE EVENT THAT THE
ADMINISTRATIVE AGENT RECEIVES SUCH A NOTICE, THE ADMINISTRATIVE AGENT SHALL GIVE
NOTICE THEREOF TO THE BUYERS.
THE ADMINISTRATIVE AGENT SHALL TAKE SUCH ACTION
WITH RESPECT TO SUCH EVENT OF DEFAULT AS SHALL BE REASONABLY DIRECTED BY THE
REQUIRED COMMITTED BUYERS; PROVIDED THAT UNLESS AND UNTIL THE ADMINISTRATIVE
AGENT SHALL HAVE RECEIVED SUCH DIRECTIONS, THE ADMINISTRATIVE AGENT MAY (BUT
SHALL NOT BE OBLIGATED TO) TAKE SUCH ACTION, OR REFRAIN FROM TAKING SUCH ACTION,
WITH RESPECT TO SUCH EVENT OF DEFAULT AS IT SHALL DEEM ADVISABLE IN THE BEST
INTERESTS OF THE BUYERS.
THE ADMINISTRATIVE AGENT SHALL PROVIDE TO THE BUYERS,
ON EACH BUSINESS DAY, THE RATE OF THE PRICING DIFFERENTIAL AND, NOT LATER THAN
THE OPENING OF BUSINESS ON THE BUSINESS DAY FOLLOWING THE RECEIPT THEREOF BY THE
ADMINISTRATIVE AGENT, A COPY OF THE MOST RECENT MARGIN BASE REPORT.
F.
NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER BUYERS.
EACH
BUYER EXPRESSLY ACKNOWLEDGES THAT NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF
ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT OR AFFILIATES HAS
MADE ANY REPRESENTATIONS OR WARRANTIES TO ITS AND THAT NO ACT BY THE
ADMINISTRATIVE AGENT HEREINAFTER TAKEN, INCLUDING ANY REVIEW OF THE AFFAIRS OF
THE SELLERS, SHALL BE DEEMED TO CONSTITUTE ANY REPRESENTATION OR WARRANTY BY THE
ADMINISTRATIVE AGENT TO ANY BUYER.
EACH BUYER REPRESENTS TO THE ADMINISTRATIVE
AGENT THAT IT HAS, INDEPENDENTLY AND WITHOUT RELIANCE UPON THE ADMINISTRATIVE
AGENT OR ANY OTHER BUYER, AND BASED ON SUCH DOCUMENTS AND INFORMATION AS IT
DEEMED APPROPRIATE, MADE ITS OWN APPRAISAL OF AND INVESTIGATION INTO THE
BUSINESS, OPERATIONS, PROPERTY, FINANCIAL AND OTHER CONDITION AND
CREDITWORTHINESS OF THE SELLERS AND MADE ITS OWN DECISION TO ENTER INTO
TRANSACTIONS