Agent,
as the case may be, under this Agreement.
38.
ACKNOWLEDGEMENT OF ANTI-PREDATORY LENDING POLICIES
Buyers have in place internal policies and procedures that expressly prohibit
its purchase of any High Cost Mortgage Loan.
39.
DOCUMENTS MUTUALLY DRAFTED
The Sellers, the Buyers and the Administrative Agent agree that this Agreement
each other Program Agreement prepared in connection with the Transactions set
forth herein have been mutually drafted and negotiated by each party, and
consequently such documents shall not be construed against either party as the
drafter thereof.
40.
GENERAL INTERPRETIVE PRINCIPLES.
For purposes of this Agreement, except as otherwise expressly provided or unless
the context otherwise requires:
A.
THE TERMS DEFINED IN THIS AGREEMENT HAVE THE MEANINGS ASSIGNED TO
THEM IN THIS AGREEMENT AND INCLUDE THE PLURAL AS WELL AS THE SINGULAR, AND THE
USE OF ANY GENDER HEREIN SHALL BE DEEMED TO INCLUDE THE OTHER GENDER;
B.
ACCOUNTING TERMS NOT OTHERWISE DEFINED HEREIN HAVE THE MEANINGS
ASSIGNED TO THEM IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES;
C.
REFERENCES HEREIN TO "ARTICLES", "SECTIONS", "SUBSECTIONS",
"PARAGRAPHS", AND OTHER SUBDIVISIONS WITHOUT REFERENCE TO A DOCUMENT ARE TO
DESIGNATED ARTICLES, SECTIONS, SUBSECTIONS, PARAGRAPHS AND OTHER SUBDIVISIONS OF
THIS AGREEMENT;
D.
A REFERENCE TO A SUBSECTION WITHOUT FURTHER REFERENCE TO A
SECTION IS A REFERENCE TO SUCH SUBSECTION AS CONTAINED IN THE SAME SECTION IN
WHICH THE REFERENCE APPEARS, AND THIS RULE SHALL ALSO APPLY TO PARAGRAPHS AND
OTHER SUBDIVISIONS;
E.
THE WORDS "HEREIN", "HEREOF", "HEREUNDER" AND OTHER WORDS OF
SIMILAR IMPORT REFER TO THIS AGREEMENT AS A WHOLE AND NOT TO ANY PARTICULAR
PROVISION;
F.
THE TERM "INCLUDE" OR "INCLUDING" SHALL MEAN WITHOUT LIMITATION
BY REASON OF ENUMERATION; AND
G.
ALL TIMES SPECIFIED HEREIN OR IN ANY OTHER PROGRAM DOCUMENT
(UNLESS EXPRESSLY SPECIFIED OTHERWISE) ARE LOCAL TIMES IN NEW YORK, NEW YORK
UNLESS OTHERWISE STATED.
59
41.
THE ADMINISTRATIVE AGENT
A.
APPOINTMENT.
EACH BUYER HEREBY IRREVOCABLY DESIGNATES AND
APPOINTS THE ADMINISTRATIVE AGENT AS THE ADMINISTRATIVE AGENT OF SUCH BUYER
UNDER THIS AGREEMENT AND THE OTHER PROGRAM AGREEMENTS, AND EACH SUCH BUYER
IRREVOCABLY AUTHORIZES THE ADMINISTRATIVE AGENT, IN SUCH CAPACITY, TO TAKE SUCH
ACTION ON ITS BEHALF UNDER THE PROVISIONS OF THIS AGREEMENT AND THE OTHER
PROGRAM AGREEMENTS AND TO EXERCISE SUCH POWERS AND PERFORM SUCH DUTIES AS ARE
EXPRESSLY DELEGATED TO THE ADMINISTRATIVE AGENT BY THE TERMS OF THIS AGREEMENT
AND THE OTHER PROGRAM AGREEMENTS, TOGETHER WITH SUCH OTHER POWERS AS ARE
REASONABLY INCIDENTAL THERETO INCLUDING, WITHOUT LIMITATION, ALL DISCRETIONARY
AND MINISTERIAL RIGHTS OF THE BUYER HEREUNDER.
THE SIGNATURE OF THE
ADMINISTRATIVE AGENT, DELIVERED PURSUANT TO THIS AGREEMENT, SHALL BE BINDING ON
THE BUYERS HEREUNDER AND SHALL HAVE THE SAME EFFECT AS IF SIGNED BY THE BUYERS
HEREUNDER.
NOTWITHSTANDING ANY PROVISION TO THE CONTRARY ELSEWHERE IN THIS
AGREEMENT, THE ADMINISTRATIVE AGENT SHALL NOT HAVE ANY DUTIES OR
RESPONSIBILITIES TO ANY BUYER, EXCEPT THOSE EXPRESSLY SET FORTH HEREIN, OR ANY
FIDUCIARY RELATIONSHIP WITH ANY BUYER, AND NO IMPLIED COVENANTS, FUNCTIONS,
RESPONSIBILITIES, DUTIES, OBLIGATIONS OR LIABILITIES SHALL BE READ INTO THIS
AGREEMENT OR ANY