CUSTODIAL DELIVERY
FAILURE OR THE BAILEE'S NEGLIGENCE, LACK OF GOOD FAITH OR WILLFUL MISCONDUCT.
THE FOREGOING INDEMNIFICATION SHALL SURVIVE ANY TERMINATION OR ASSIGNMENT OF
THIS BAILEE AGREEMENT.
9.
SELLER HEREBY REPRESENTS, WARRANTS AND COVENANTS THAT THE BAILEE
IS NOT AN AFFILIATE OF OR OTHERWISE CONTROLLED BY SELLER.
NOTWITHSTANDING THE
FOREGOING, THE PARTIES HEREBY ACKNOWLEDGE THAT THE BAILEE HEREUNDER MAY ACT AS
COUNSEL TO SELLER IN CONNECTION WITH A PROPOSED LOAN AND PAUL, HASTINGS,
JANOFSKY & WALKER LLP, IF ACTING AS BAILEE, HAS REPRESENTED SELLER IN CONNECTION
WITH NEGOTIATION, EXECUTION AND DELIVERY OF THE AMENDED AND RESTATED MASTER
REPURCHASE AGREEMENT.
10.
IN CONNECTION WITH A PLEDGE OF THE PURCHASED ASSETS AS COLLATERAL
FOR AN OBLIGATION OF BUYER, BUYER MAY PLEDGE ITS INTEREST IN THE CORRESPONDING
PURCHASED ASSET FILES HELD BY THE BAILEE FOR THE BENEFIT OF BUYER FROM TIME TO
TIME BY DELIVERING WRITTEN NOTICE TO THE BAILEE THAT BUYER HAS PLEDGED ITS
INTEREST IN THE IDENTIFIED PURCHASED ASSETS AND PURCHASED ASSET FILES, TOGETHER
WITH THE IDENTITY OF THE PARTY TO WHOM THE PURCHASED ASSETS HAVE BEEN PLEDGED
(SUCH PARTY, THE "PLEDGEE").
UPON RECEIPT OF SUCH NOTICE FROM BUYER, THE BAILEE
SHALL MARK ITS RECORDS TO REFLECT THE PLEDGE OF THE PURCHASED ASSETS BY BUYER TO
THE PLEDGEE.
THE BAILEE'S RECORDS SHALL REFLECT THE PLEDGE OF THE PURCHASED
ASSETS BY BUYER TO THE PLEDGEE UNTIL SUCH TIME AS THE BAILEE RECEIVES WRITTEN
INSTRUCTIONS FROM BUYER THAT THE PURCHASED ASSETS ARE NO LONGER PLEDGED BY BUYER
TO THE PLEDGEE, AT WHICH TIME THE BAILEE SHALL CHANGE ITS RECORDS TO REFLECT THE
RELEASE OF THE PLEDGE OF THE PURCHASED ASSETS AND THAT THE BAILEE IS HOLDING THE
PURCHASED ASSETS AS CUSTODIAN FOR, AND FOR THE BENEFIT OF, BUYER.
11.
FROM TIME TO TIME, SUBJECT TO THE ACCEPTANCE AND APPROVAL OF
BUYER, SELLER MAY REQUEST PURSUANT TO A REQUEST SUBSTANTIALLY IN THE FORM OF
ANNEX 6 TO THE CUSTODIAL AGREEMENT THE DELIVERY BY THE CUSTODIAN TO THE BAILEE
OF SOME OR ALL OF THE PURCHASED ASSET FILE FOR THE PURPOSES SET FORTH IN SUCH
REQUEST.
UPON RECEIPT OF THE PURCHASED ASSET FILE OR SUCH PORTIONS THEREOF,
BAILEE SHALL HOLD THE SAME AS SOLE AND EXCLUSIVE BAILEE FOR BUYER UNTIL SUCH
TIME AS THE PURCHASED ASSET FILE, OR SUCH PORTIONS THEREOF, ARE REDELIVERED TO
THE CUSTODIAN OR TO SUCH OTHER PERSONS, AS OTHERWISE DIRECTED BY BUYER, SUBJECT
IN EITHER CASE TO THE PROVISIONS SET FORTH HEREIN GOVERNING STANDARDS OF CARE
AND INDEMNIFICATION AND EXCEPT AS OTHERWISE PROVIDED BY ANY DOCUMENT
SPECIFICALLY AMENDING, SUPPLEMENTING OR MODIFYING THE TERMS HEREOF WHICH IS
EXECUTED AND DELIVERED BY ALL PARTIES HERETO IN CONNECTION WITH SUCH DELIVERY OF
THE PURCHASED ASSET FILE, OR SUCH PORTIONS THEREOF, TO BAILEE.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 11, BAILEE SHALL HAVE THE
RIGHT TO DELIVER SUCH PURCHASED ASSET FILE, OR PORTIONS THEREOF, TO BUYER UPON
FIVE (5) DAYS' WRITTEN NOTICE TO BUYER.
12.
THE AGREEMENT SET FORTH IN THIS BAILEE AGREEMENT MAY NOT BE
MODIFIED, AMENDED OR ALTERED, EXCEPT BY