REFRAIN FROM
TAKING SUCH ACTION, WITH RESPECT TO SUCH DEFAULT OR EVENT OF DEFAULT AS IT SHALL
DEEM ADVISABLE IN THE BEST INTERESTS OF THE BUYERS; AND THE AGENT SHALL NOT
INCUR LIABILITY TO ANY PERSON BY REASON OF SO ACTING OR REFRAINING FROM ACTING.
WITHOUT LIMITING THE FOREGOING, NO BUYER SHALL HAVE ANY RIGHT OF ACTION
WHATSOEVER AGAINST THE AGENT AS A RESULT OF THE AGENT ACTING OR REFRAINING FROM
ACTING HEREUNDER OR UNDER ANY OTHER REPURCHASE DOCUMENT IN ACCORDANCE WITH THE
INSTRUCTIONS OF THE REQUIRED BUYERS.
SECTION 12.06
NON-RELIANCE ON AGENT AND THE BUYERS.
EACH BUYER EXPRESSLY ACKNOWLEDGES THAT NEITHER THE AGENT NOR ANY OF ITS
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT OR AFFILIATES HAS MADE
ANY REPRESENTATIONS OR WARRANTIES TO IT AND THAT NO ACT BY THE AGENT HEREINAFTER
TAKEN, INCLUDING ANY REVIEW OF THE AFFAIRS OF ANY SELLER, SHALL BE DEEMED TO
CONSTITUTE ANY REPRESENTATION OR WARRANTY BY THE AGENT TO ANY BUYER.
EACH BUYER
REPRESENTS TO THE AGENT THAT IT HAS, INDEPENDENTLY AND WITHOUT RELIANCE UPON THE
AGENT, AND BASED ON SUCH DOCUMENTS AND INFORMATION AS IT HAS DEEMED APPROPRIATE,
MADE ITS OWN APPRAISAL OF AND INVESTIGATION INTO THE BUSINESS, OPERATIONS,
PROPERTY, FINANCIAL AND OTHER CONDITION AND CREDITWORTHINESS OF EACH SELLER AND
MADE ITS OWN DECISION TO ENTER INTO THIS AGREEMENT AND EACH TRANSACTION
HEREUNDER.
EACH BUYER ALSO REPRESENTS THAT IT WILL, INDEPENDENTLY AND WITHOUT
RELIANCE UPON THE AGENT, AND BASED ON SUCH DOCUMENTS AND INFORMATION AS IT SHALL
DEEM APPROPRIATE AT THE TIME, CONTINUE TO MAKE ITS OWN CREDIT ANALYSIS,
APPRAISALS AND DECISIONS IN TAKING OR NOT TAKING ACTION UNDER THIS AGREEMENT AND
THE OTHER REPURCHASE DOCUMENTS, AND TO MAKE SUCH INVESTIGATION AS IT DEEMS
NECESSARY TO INFORM ITSELF AS TO THE BUSINESS, OPERATIONS, PROPERTY, FINANCIAL
AND OTHER CONDITION AND CREDITWORTHINESS OF EACH SELLER.
EXCEPT FOR NOTICES,
REPORTS AND OTHER DOCUMENTS EXPRESSLY REQUIRED TO BE FURNISHED BY A SELLER TO
THE AGENT
78
HEREUNDER OR UNDER THE OTHER REPURCHASE DOCUMENTS, WHICH THE AGENT MUST
DISTRIBUTE PROMPTLY TO EACH BUYER, THE AGENT SHALL NOT HAVE ANY DUTY OR
RESPONSIBILITY TO PROVIDE ANY BUYER WITH ANY CREDIT OR OTHER INFORMATION
CONCERNING THE BUSINESS, OPERATIONS, PROPERTY, CONDITION (FINANCIAL OR
OTHERWISE), PROSPECTS OR CREDITWORTHINESS OF THE SELLER WHICH MAY COME INTO THE
POSSESSION OF THE AGENT OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES,
ATTORNEYS-IN-FACT OR AFFILIATES.
SECTION 12.07
REIMBURSEMENT AND INDEMNIFICATION.
TO
THE EXTENT THAT THE AGENT IS NOT FULLY REIMBURSED AND INDEMNIFIED BY THE
SELLERS, AND WITHOUT LIMITING THE OBLIGATION OF THE SELLERS TO DO SO AS
OTHERWISE PROVIDED IN THE REPURCHASE DOCUMENTS, WITHIN FIVE (5) BUSINESS DAYS
AFTER THE DELIVERY OF A WRITTEN REQUEST BY THE AGENT TO THE SELLERS FOR SUCH
REIMBURSEMENT OR INDEMNIFICATION OR, IF EARLIER, UPON RECEIPT BY THE AGENT OF A
REFUSAL FROM THE SELLERS TO COMPLY WITH ANY SUCH REQUEST, EACH BUYER AGREES TO
REIMBURSE AND INDEMNIFY THE AGENT IN ITS CAPACITY AS SUCH FROM AND AGAINST ANY
AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS,
JUDGMENTS, SUITS, COSTS, EXPENSES OR