PLEDGE CUSTODIAN AS COLLATERAL AGENT FOR FREDDIE MAC IN ITS
CORPORATE CAPACITY UNDER THIS AGREEMENT, AND AUTHORIZES THE PLEDGE CUSTODIAN TO
TAKE SUCH ACTIONS ON BEHALF OF FREDDIE MAC, AND TO EXERCISE SUCH RIGHTS,
REMEDIES, POWERS AND PRIVILEGES UNDER THIS AGREEMENT AS ARE SPECIFICALLY
AUTHORIZED TO BE EXERCISED BY THE PLEDGE CUSTODIAN BY THE TERMS OF THIS
AGREEMENT.
THE PLEDGE CUSTODIAN MAY EXECUTE ANY OF ITS DUTIES AS COLLATERAL
AGENT UNDER THIS AGREEMENT BY OR THROUGH ITS AGENTS (BUT ONLY WITH THE PRIOR
WRITTEN CONSENT OF FREDDIE MAC) OR EMPLOYEES AND SHALL BE ENTITLED TO RETAIN
EXPERTS (INCLUDING COUNSEL) AND TO ACT IN RELIANCE UPON THE ADVICE OF SUCH
EXPERTS CONCERNING ALL MATTERS PERTAINING TO THE AGENCIES CREATED BY THIS
AGREEMENT AND ITS DUTIES UNDER THIS AGREEMENT, AND SHALL NOT BE LIABLE FOR ANY
ACTION TAKEN OR OMITTED TO BE TAKEN BY IT IN GOOD FAITH IN ACCORDANCE WITH THE
ADVICE OF SUCH COUNSEL SELECTED BY IT.
THE PLEDGE CUSTODIAN AGREES TO PERFORM
ONLY THOSE DUTIES SPECIFICALLY SET FORTH IN THIS AGREEMENT, AND NO IMPLIED
DUTIES OR OBLIGATIONS SHALL BE READ INTO THIS AGREEMENT.
SO LONG AS FREDDIE MAC
IS ACTING AS PLEDGE CUSTODIAN HEREUNDER, IT SHALL HAVE NO DUTY TO PROVIDE NOTICE
TO, OR SEEK THE CONSENT OR DIRECTION OF, FREDDIE MAC IN ITS CORPORATE CAPACITY.
(B)
THE PLEDGE CUSTODIAN SHALL HAVE NO DUTY TO EXERCISE ANY
DISCRETIONARY RIGHT, REMEDY, POWER OR PRIVILEGE GRANTED TO IT BY THIS AGREEMENT,
OR TO TAKE ANY AFFIRMATIVE ACTION
54
UNDER THIS AGREEMENT, UNLESS DIRECTED TO DO SO BY FREDDIE MAC IN WRITING, AND
SHALL NOT, WITHOUT THE PRIOR WRITTEN APPROVAL OF FREDDIE MAC, CONSENT TO ANY
DEPARTURE BY THE SPONSOR FROM THE TERMS OF THIS AGREEMENT, WAIVE ANY DEFAULT ON
THE PART OF THE SPONSOR UNDER THIS AGREEMENT OR AMEND, MODIFY, SUPPLEMENT OR
TERMINATE, OR AGREE TO ANY SURRENDER OF, THIS AGREEMENT OR THE PLEDGED SECURITY
COLLATERAL; PROVIDED, THAT THE PLEDGE CUSTODIAN SHALL NOT BE REQUIRED TO TAKE
ANY ACTION THAT EXPOSES THE PLEDGE CUSTODIAN TO PERSONAL LIABILITY, OR WHICH IS
CONTRARY TO THIS AGREEMENT OR ANY OTHER AGREEMENT OR INSTRUMENT RELATING TO THE
PLEDGED SECURITY COLLATERAL OR APPLICABLE LAW.
(C)
NEITHER THE PLEDGE CUSTODIAN NOR ANY OF ITS DIRECTORS, OFFICERS,
EMPLOYEES OR AGENTS, SHALL BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN
BY IT OR THEM UNDER THIS AGREEMENT, OR IN CONNECTION WITH THIS AGREEMENT, EXCEPT
FOR ITS OR THEIR OWN BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT; NOR SHALL THE PLEDGE CUSTODIAN BE RESPONSIBLE FOR THE VALIDITY,
EFFECTIVENESS, VALUE, SUFFICIENCY OR ENFORCEABILITY AGAINST THE SPONSOR OF THIS
AGREEMENT OR ANY OTHER DOCUMENT FURNISHED PURSUANT TO THIS AGREEMENT OR IN
CONNECTION WITH THIS AGREEMENT, OR OF THE PLEDGED SECURITY COLLATERAL (OR ANY
PART THEREOF), OR FOR THE PERFECTION OR PRIORITY OF ANY SECURITY INTEREST
PURPORTED TO BE GRANTED UNDER THIS AGREEMENT.
(D)
THE PLEDGE CUSTODIAN SHALL BE ENTITLED TO RELY ON ANY
COMMUNICATION, INSTRUMENT, PAPER OR OTHER DOCUMENT BELIEVED BY IT IN GOOD FAITH
TO