BE GENUINE AND CORRECT AND TO HAVE BEEN SIGNED OR SENT BY THE PROPER PERSON
OR PERSONS.
THE PLEDGE CUSTODIAN SHALL BE ENTITLED TO ASSUME THAT NO REMEDY
EVENT SHALL HAVE OCCURRED AND BE CONTINUING, UNLESS THE PLEDGE CUSTODIAN HAS
RECEIVED WRITTEN NOTICE FROM FREDDIE MAC THAT SUCH A REMEDY EVENT HAS OCCURRED
AND IS CONTINUING AND SPECIFYING THE NATURE OF THE REMEDY EVENT.
THE PLEDGE
CUSTODIAN MAY ACCEPT DEPOSITS FROM, LEND MONEY TO, AND GENERALLY ENGAGE IN ANY
KIND OF BUSINESS WITH, THE SPONSOR AND ITS AFFILIATES AS IF IT WERE NOT THE
AGENT OF FREDDIE MAC.
(E)
NONE OF THE PROVISIONS CONTAINED IN THIS ARTICLE VIII SHALL
REQUIRE THE PLEDGE CUSTODIAN TO EXPEND OR RISK ITS OWN FUNDS OR OTHERWISE INCUR
FINANCIAL LIABILITY IN THE PERFORMANCE OF ANY OF ITS DUTIES OR IN THE EXERCISE
OF ANY OF ITS RIGHTS OR POWERS UNDER THIS ARTICLE VIII EXCEPT FOR ANY LIABILITY
OF THE PLEDGE CUSTODIAN ARISING FROM ITS OWN GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT.
(F)
NOTWITHSTANDING ANY OTHER PROVISIONS IN THIS AGREEMENT TO THE
CONTRARY, IN NO EVENT SHALL THE PLEDGE CUSTODIAN BE LIABLE FOR SPECIAL,
CONSEQUENTIAL OR PUNITIVE DAMAGES.
Section 8.13
Successor Pledge Custodian.
(A)
IF FREDDIE MAC NO LONGER ACTS AS PLEDGE CUSTODIAN, IF REQUIRED BY
THE SUCCESSOR PLEDGE CUSTODIAN OR FREDDIE MAC, THE SPONSOR AND THE SUCCESSOR
PLEDGE CUSTODIAN SHALL EXECUTE A NEW PLEDGE, SECURITY AND CUSTODY AGREEMENT THAT
CONTAINS SUBSTANTIALLY THE SAME TERMS AS ARTICLE VIII OF THIS AGREEMENT AND
WHICH IS IN FORM AND SUBSTANCE SATISFACTORY TO FREDDIE MAC AND THE SPONSOR.
THE
PLEDGE CUSTODIAN ACTING UNDER THIS AGREEMENT MAY AT ANY TIME RESIGN BY AN
INSTRUMENT IN WRITING ADDRESSED AND DELIVERED TO THE SPONSOR AND, IF APPLICABLE,
FREDDIE MAC (PROVIDED, HOWEVER, THAT, IF THE PLEDGE CUSTODIAN (IF OTHER THAN
FREDDIE MAC) IS ADMINISTRATOR UNDER THE SERIES CERTIFICATE AGREEMENT, THE PLEDGE
CUSTODIAN MUST HAVE RESIGNED AS
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ADMINISTRATOR UNDER THE SERIES CERTIFICATE AGREEMENT), AND MAY BE REMOVED AT ANY
TIME WITH OR WITHOUT CAUSE BY AN INSTRUMENT IN WRITING DULY EXECUTED BY OR ON
BEHALF OF FREDDIE MAC.
(B)
FREDDIE MAC SHALL HAVE THE RIGHT TO APPOINT A SUCCESSOR PLEDGE
CUSTODIAN UPON ANY SUCH RESIGNATION OR REMOVAL BY AN INSTRUMENT OF SUBSTITUTION
COMPLYING WITH THE REQUIREMENTS OF APPLICABLE LAW, OR, IN THE ABSENCE OF ANY
SUCH REQUIREMENTS, WITHOUT FORMALITY OTHER THAN APPOINTMENT AND DESIGNATION IN
WRITING, AT NO ADDITIONAL EXPENSE TO THE SPONSOR.
UPON THE MAKING AND
ACCEPTANCE OF SUCH APPOINTMENT, THE EXECUTION AND DELIVERY BY SUCH SUCCESSOR
PLEDGE CUSTODIAN OF A RATIFYING INSTRUMENT PURSUANT TO WHICH SUCH SUCCESSOR
PLEDGE CUSTODIAN AGREES TO ASSUME THE DUTIES AND OBLIGATIONS IMPOSED ON THE
PLEDGE CUSTODIAN BY THE TERMS OF THIS AGREEMENT, AND THE DELIVERY TO SUCH
SUCCESSOR PLEDGE CUSTODIAN OF THE PLEDGED
SECURITY COLLATERAL AND DOCUMENTS AND
INSTRUMENTS THEN HELD BY THE RETIRING PLEDGE CUSTODIAN, SUCH SUCCESSOR PLEDGE
CUSTODIAN SHALL THEREUPON SUCCEED TO AND BECOME VESTED WITH ALL THE ESTATE,
RIGHTS, POWERS, REMEDIES, PRIVILEGES, IMMUNITIES, INDEMNITIES, DUTIES AND
OBLIGATIONS BY THIS AGREEMENT GRANTED TO OR