RESPONSIBLE IN ANY MANNER TO ANY BUYER FOR ANY
RECITALS, STATEMENTS, REPRESENTATIONS OR WARRANTIES MADE BY ANY SELLER OR ANY
OFFICER THEREOF CONTAINED IN THIS AGREEMENT OR ANY OTHER REPURCHASE DOCUMENT OR
IN ANY CERTIFICATE, REPORT, STATEMENT OR OTHER DOCUMENT REFERRED TO OR PROVIDED
FOR IN, OR RECEIVED BY THE AGENT UNDER OR IN CONNECTION WITH, THIS AGREEMENT OR
ANY OTHER REPURCHASE DOCUMENT OR FOR THE VALUE, VALIDITY, EFFECTIVENESS,
GENUINENESS, ENFORCEABILITY OR SUFFICIENCY OF THIS AGREEMENT OR ANY OTHER
REPURCHASE DOCUMENT OR FOR ANY FAILURE OF ANY SELLER TO PERFORM ITS OBLIGATIONS
HEREUNDER OR THEREUNDER.
THE AGENT SHALL NOT BE UNDER ANY OBLIGATION TO ANY
BUYER TO ASCERTAIN OR TO INQUIRE AS TO THE OBSERVANCE OR PERFORMANCE OF ANY OF
THE AGREEMENTS CONTAINED IN, OR CONDITIONS OF, THIS AGREEMENT OR ANY OTHER
REPURCHASE DOCUMENT, OR TO INSPECT THE PROPERTIES, BOOKS OR RECORDS OF ANY
SELLER.
77
SECTION 12.04
RELIANCE BY AGENT.
THE AGENT SHALL BE
ENTITLED TO RELY, AND SHALL BE FULLY PROTECTED IN RELYING, UPON ANY NOTE,
WRITING, RESOLUTION, NOTICE, STATEMENT, CONSENT, CERTIFICATE, AFFIDAVIT, LETTER,
CABLEGRAM, TELEGRAM, TELECOPY, TELEX OR TELETYPE MESSAGE, STATEMENT, ORDER OR
OTHER DOCUMENT OR CONVERSATION BELIEVED BY IT TO BE GENUINE AND CORRECT AND TO
HAVE BEEN SIGNED, SENT OR MADE BY THE PROPER PERSON OR PERSONS AND UPON THE
ADVICE AND STATEMENTS OF LEGAL COUNSEL (INCLUDING, WITHOUT LIMITATION, COUNSEL
TO THE MANAGER OR ANY SELLER), INDEPENDENT ACCOUNTANTS AND OTHER EXPERTS
SELECTED BY THE AGENT.
THE AGENT SHALL BE FULLY JUSTIFIED IN FAILING OR
REFUSING TO TAKE ANY ACTION UNDER THIS AGREEMENT OR ANY OTHER REPURCHASE
DOCUMENT UNLESS IT SHALL FIRST RECEIVE SUCH ADVICE OR CONCURRENCE OF THE
REQUIRED BUYERS AS THE AGENT 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, CONTINUING OR FAILING TO TAKE
ANY SUCH ACTION.
THE AGENT SHALL IN ALL CASES BE FULLY PROTECTED IN ACTING, OR
IN REFRAINING FROM ACTING, UNDER THIS AGREEMENT AND THE OTHER REPURCHASE
DOCUMENTS IN ACCORDANCE WITH A REQUEST OF THE REQUIRED BUYERS, AND SUCH REQUEST
AND ANY ACTION TAKEN OR FAILURE TO ACT PURSUANT THERETO SHALL BE BINDING UPON
EACH BUYER.
SECTION 12.05
NOTICE OF DEFAULT.
THE AGENT SHALL NOT
BE DEEMED TO HAVE KNOWLEDGE OR NOTICE OF THE OCCURRENCE OF ANY DEFAULT OR EVENT
OF DEFAULT HEREUNDER UNLESS THE AGENT HAS RECEIVED NOTICE FROM A BUYER OR A
SELLER REFERRING TO THIS AGREEMENT, DESCRIBING SUCH DEFAULT OR EVENT OF DEFAULT
AND STATING THAT SUCH NOTICE IS A "NOTICE OF DEFAULT".
IN THE EVENT THAT THE
AGENT RECEIVES ANY SUCH NOTICE FROM A SELLER, THE AGENT SHALL GIVE NOTICE
THEREOF TO EACH BUYER.
THE AGENT SHALL TAKE SUCH ACTION WITH RESPECT TO SUCH
DEFAULT OR EVENT OF DEFAULT AS SHALL BE REASONABLY DIRECTED BY THE BUYERS;
PROVIDED THAT UNLESS AND UNTIL THE AGENT SHALL HAVE RECEIVED SUCH DIRECTIONS,
THE AGENT MAY (BUT SHALL NOT BE OBLIGATED TO) TAKE SUCH ACTION, OR