SO THAT IT IS NO LONGER UNLAWFUL FOR AN
AFFECTED BUYER TO ACQUIRE OR TO MAINTAIN A PORTION OF A MORTGAGE LOAN AS
CONTEMPLATED HEREUNDER, SUCH BUYER WILL, AS SOON AS REASONABLY PRACTICABLE AFTER
SUCH BUYER KNOWS OF SUCH CHANGE IN CIRCUMSTANCES, NOTIFY THE SELLERS AND THE
ADMINISTRATIVE AGENT, AND UPON RECEIPT OF SUCH NOTICE, THE OBLIGATIONS OF SUCH
BUYER TO ACQUIRE OR MAINTAIN ITS ACQUISITION OF PORTIONS OF MORTGAGE LOANS SHALL
BE REINSTATED.
EACH BUYER AGREES THAT, UPON THE OCCURRENCE OF ANY EVENT GIVING RISE TO THE
OPERATION OF SECTION 11(C) WITH RESPECT TO SUCH BUYER, IT WILL, IF REQUESTED BY
THE SELLERS AND TO THE EXTENT PERMITTED BY LAW OR BY THE RELEVANT OFFICIAL BODY,
ENDEAVOR IN GOOD FAITH TO CHANGE THE OFFICE AT WHICH IT BOOKS ITS PORTIONS OF
MORTGAGE LOANS HEREUNDER IF SUCH CHANGE WOULD MAKE IT LAWFUL FOR SUCH BUYER TO
CONTINUE TO ACQUIRE OR TO MAINTAIN ITS ACQUISITION OF PORTIONS OF MORTGAGE LOANS
HEREUNDER; PROVIDED, HOWEVER, THAT SUCH CHANGE MAY BE MADE IN SUCH MANNER THAT
SUCH BUYER, IN ITS SOLE DETERMINATION, SUFFERS NO UNREIMBURSED COST OR EXPENSE
OR ANY OTHER DISADVANTAGE WHATSOEVER.
D.
WITH RESPECT TO ANY TRANSACTION, BUYER AND ADMINISTRATIVE AGENT
MAY CONCLUSIVELY RELY UPON, AND SHALL INCUR NO LIABILITY TO SELLERS IN ACTING
UPON, ANY REQUEST OR OTHER COMMUNICATION THAT BUYER OR ADMINISTRATIVE AGENT
REASONABLY BELIEVES TO HAVE BEEN GIVEN OR MADE BY A PERSON ON THE CERTIFICATE
DELIVERED PURSUANT TO SECTION 10(A)(5) HEREOF.
IN EACH SUCH CASE, EACH SELLER
HEREBY WAIVES THE RIGHT TO DISPUTE ADMINISTRATIVE AGENT'S RECORD OF THE TERMS OF
THE PURCHASE CONFIRMATION, REQUEST OR OTHER COMMUNICATION.
E.
NOTWITHSTANDING THE ASSIGNMENT OF THE PROGRAM AGREEMENTS WITH
RESPECT TO EACH PURCHASED MORTGAGE LOAN TO BUYERS, EACH SELLER AGREES AND
COVENANTS WITH (X) BUYERS AND ADMINISTRATIVE AGENT TO ENFORCE DILIGENTLY
SELLERS' RIGHTS AND REMEDIES SET FORTH IN THE PROGRAM AGREEMENTS AND (Y) TO
PROVIDE ADMINISTRATIVE AGENT WITH PROMPT WRITTEN NOTICE OF ANY MATERIAL ADVERSE
EFFECT OR EVENT WHICH, WITH THE PASSAGE OF TIME, IS REASONABLY LIKELY TO BECOME
A MATERIAL ADVERSE EFFECT, BY ANY PARTY TO ANY PROGRAM AGREEMENT AND OF WHICH
ANY SELLER IS AWARE.
F.
ANY PAYMENTS MADE BY SELLERS TO ADMINISTRATIVE AGENT SHALL BE
FREE AND CLEAR OF, AND WITHOUT DEDUCTION OR WITHHOLDING FOR, ANY TAXES;
PROVIDED, HOWEVER, THAT IF SUCH PAYER SHALL BE REQUIRED BY LAW TO DEDUCT OR
WITHHOLD ANY TAXES FROM ANY SUMS PAYABLE TO ADMINISTRATIVE AGENT, THEN SUCH
PAYER SHALL (A) MAKE SUCH DEDUCTIONS OR WITHHOLDINGS AND PAY SUCH AMOUNTS TO THE
RELEVANT AUTHORITY IN ACCORDANCE WITH APPLICABLE LAW, (B) PAY TO ADMINISTRATIVE
AGENT THE SUM THAT WOULD HAVE BEEN PAYABLE HAD SUCH DEDUCTION OR WITHHOLDING NOT
BEEN MADE, AND (C) AT THE TIME PRICE DIFFERENTIAL IS PAID, PAY TO ADMINISTRATIVE
AGENT ALL ADDITIONAL AMOUNTS AS SPECIFIED BY ADMINISTRATIVE AGENT TO PRESERVE
THE AFTER-TAX YIELD ADMINISTRATIVE AGENT WOULD HAVE RECEIVED IF SUCH TAX HAD NOT
BEEN IMPOSED.
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12.
SERVICING
A.
SELLERS, ON BUYERS' BEHALF, SHALL CONTRACT WITH SERVICER TO, OR
IF