AND
C.
IN THE CASE OF TRANSACTIONS IN WHICH ONE OF THE PARTIES IS A FINANCIAL
INSTITUTION, FUNDS HELD BY THE FINANCIAL INSTITUTION PURSUANT TO A TRANSACTION
HEREUNDER ARE NOT A DEPOSIT AND THEREFORE ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR THE NATIONAL CREDIT UNION SHARE INSURANCE FUND, AS
APPLICABLE.
28.
POWER OF ATTORNEY
Each Seller hereby authorizes Buyer to file such financing statement or
statements relating to the Repurchase Assets without such Seller's signature
thereon as Buyer, at its option, may deem appropriate, and appoints Buyer as
such Seller's agent and attorney-in-fact to execute any such financing statement
or statements in such Seller's name and to perform all other acts which Buyer
deems appropriate to perfect and continue its ownership interest in and/or the
security interest granted hereby, if applicable, and to protect, preserve and
realize upon the Repurchase Assets, including, but not limited to, the right to
endorse notes, complete blanks in documents, transfer servicing, and sign
assignments on behalf of such Seller as its agent and attorney-in-fact.
This
agency and power of attorney is coupled with an interest and is irrevocable
without Buyer's consent.
Notwithstanding the foregoing, the power of attorney
hereby granted may be exercised only during the occurrence and continuance of
any Event of Default hereunder.
The Sellers shall pay the filing costs for any
financing statement or statements prepared pursuant to this Section 28.
29.
BUYER MAY ACT THROUGH AFFILIATES
Buyer may, from time to time, designate one or more affiliates for the purpose
of performing any action hereunder.
60
30.
INDEMNIFICATION; OBLIGATIONS
A.
EACH SELLER AGREES TO HOLD BUYER AND EACH OF ITS RESPECTIVE AFFILIATES AND
THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND ADVISORS (EACH, AN "INDEMNIFIED
PARTY") HARMLESS FROM AND INDEMNIFY EACH INDEMNIFIED PARTY (AND WILL REIMBURSE
EACH INDEMNIFIED PARTY AS THE SAME IS INCURRED) AGAINST ALL LIABILITIES, LOSSES,
DAMAGES, JUDGMENTS, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION,
REASONABLE FEES AND EXPENSES OF COUNSEL) OF ANY KIND WHICH MAY BE IMPOSED ON,
INCURRED BY, OR ASSERTED AGAINST ANY INDEMNIFIED PARTY RELATING TO OR ARISING
OUT OF THIS AGREEMENT, ANY TRANSACTION REQUEST, PURCHASE CONFIRMATION, ANY
PROGRAM AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY RESULTING
FROM ANYTHING OTHER THAN THE INDEMNIFIED PARTY'S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT.
EACH SELLER ALSO AGREES TO REIMBURSE EACH INDEMNIFIED PARTY FOR ALL
REASONABLE EXPENSES IN CONNECTION WITH THE ENFORCEMENT OF THIS AGREEMENT AND THE
EXERCISE OF ANY RIGHT OR REMEDY PROVIDED FOR HEREIN, ANY TRANSACTION REQUEST,
PURCHASE CONFIRMATION AND ANY PROGRAM AGREEMENT, INCLUDING, WITHOUT LIMITATION,
THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL.
THE SELLERS' AGREEMENTS IN
THIS SECTION 30 SHALL SURVIVE THE PAYMENT IN FULL OF THE REPURCHASE PRICE AND
THE EXPIRATION OR TERMINATION OF THIS AGREEMENT.
SELLER HEREBY ACKNOWLEDGES
THAT ITS OBLIGATIONS HEREUNDER ARE RECOURSE OBLIGATIONS OF SELLER AND ARE NOT
LIMITED TO RECOVERIES EACH INDEMNIFIED PARTY MAY HAVE WITH RESPECT TO THE
PURCHASED MORTGAGE LOANS.
EACH SELLER ALSO AGREES NOT TO ASSERT ANY CLAIM
AGAINST BUYER OR ANY OF ITS AFFILIATES, OR ANY